A. General Terms and Conditions

A.1. Use of Network Connections. The network connections provided by WINCOM may be used by the subscribers of WINCOM for research and education, commercial or both purposes. The WINCOM network will facilitate communications between WINCOM's authorized users and the entities reachable through the national Internet. Users of WINCOM network services shall use reasonable efforts to promote efficient use of the networks to minimize, and avoid if possible, unnecessary network traffic and interference with the work of other users of the interconnected networks.

Users of WINCOM network services shall not disrupt any of the WINCOM or other associated networks as a whole or any equipment or system forming part of their systems, or any services provided over, or in connection with, any of the WINCOM or other associated networks. WINCOM Networks shall not be used to post or transmit any unlawful, threatening, abusive, libelous, defamatory, obscene, pornographic, profane, or otherwise objectionable of any kind, including without limitation any transmissions constituting or encouraging conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate any local, provincial, federal or international law. Post or transmit any software which contains a virus, Trojan horse, or other harmful component. Post, publish, transmit, reproduce, distribute or in any way exploit any information, software or other material obtained through WINCOM for commercial purposes (other than as expressly permitted by the provider of such information, software or other material). Upload, post, publish, transmit, reproduce, or distribute in any way, information, software or other material obtained through WINCOM which is protected by copyright, or other proprietary right, or derivative works with respect thereto, without obtaining permission of the copyright owner or right holder. Transmit any communication where the meaning of the message, or its transmission or distribution, would violate any applicable law or regulation or would likely be highly offensive to the recipients. Mass distribution of any message, including advertising, may not be "broadcast" or otherwise sent on an intrusive basis to any user of the Internet, WINCOM network or any directly or indirectly attached network. However, when requested by a user of the networks, product information and other commercial messages are permitted to be transmitted over the network. Discussion of a product's relative advantages and disadvantages by users of the product, and vendors' responses to those who pose questions about their products, may be made available over the WINCOM network. Subscribers must understand that the Internet contains unedited materials some of which are sexually explicit or may be offensive to Subscribers. Subscribers access such materials at their own risks. WINCOM has no control over and accepts no responsibility whatsoever for such materials.

WINCOM has no obligation to monitor the service. However, the Subscriber agrees that WINCOM has the right to monitor the service electronically from time to time and to disclose any information as necessary to satisfy the law, regulation or other government request, to operate the Internet service properly, or to protect itself or its subscribers. WINCOM will not intentionally monitor or disclose any private electronic mail messages unless required by law. WINCOM reserves the right to refuse to post or remove any information or materials, in whole or in part, that, in its sole discretion, are unacceptable, undesirable, or in violation of this Agreement.

Interpretation, application, and possible modification of this Section shall be within the reasonable discretion of WINCOM. Questions about any issue arising under this Section should be directed to WINCOM by Subscriber when an issue first arises.

WINCOM's failure to insist upon or enforce strict performance of any provision of this Agreement shall not be construed as a waiver of any provision or right. Neither the course of conduct between parties nor trade practices shall act to modify any provision of this Agreement.

WINCOM may modify this Agreement from time to time by placing a notice of such modification in the WINCOM WEB site, and your continued use of the Internet following notice of such modification shall be deemed to be your acceptance of any such modification. It is the Subscribers responsibility to check the WEB area regularly to determine whether this Agreement has been modified. If you do not agree to any modification, you must immediately stop using the services of WINCOM.

A.2. Payments, Fees and Prices. Subscribers will pay the charges directly to the provider thereof.. Subscribers shall pay WINCOM the basic monthly payment due before service commences. Thereafter, the Subscribers will pay WINCOM the additional charges used the previous month and the current monthly charge.

The Fees may be changed semi-annually by WINCOM by giving written notice thereof to the Subscribers. If the changes in the Fees involve an increase in the price to be paid to WINCOM, Subscribers may elect to terminate this Agreement at the end of the contract month. The fees may be changed at any time a carrier changes its price. WINCOM will give written notice thereof to Subscriber, but the changes will be effective at the time specified by the carriers.

All Subscriptions will be automatically renewed for successive monthly, six (6) months, or twelve (12) month periods, as the case may be, unless the Subscribers provides thirty days written notice to WINCOM of the desire not to renew or alter their service subscription. The granting of a Subscription is at the sole discretion of WINCOM.

If the Subscribers agrees to pay by Pre-Authorized Payment Plan, the Subscriber hereby authorizes WINCOM for the term of their agreement and any renewals thereof, to present payment against the Subscriber's payment method as described at the initial sign up method or the latest payment method identified by the Subscriber. And in consideration of WINCOM acting as directed herein, WINCOM's treatment of each payment and their rights with respect to it shall be the same as if it were signed by the Subscriber.

• A Late Payment Charge will be applied to accounts with an unpaid balance 30 days from the date of your bill.
• NSF Cheque Charge. An amount will be charged each time a cheque is returned due to insufficient funds.

A.3. Taxes. PST and GST, and all other taxes, shall be borne by Subscriber, regardless of whom the taxes and levies are or were imposed upon under applicable laws and regulations.

A.4. Improving Service. To the extent agreed from time to time, WINCOM and Subscriber shall cooperate to identify how WINCOM and Subscriber can improve each of the services offered by WINCOM and, the value being provided by WINCOM services to Subscriber and its users.

A.5. No Warranties; Limitation of Liabilities. WINCOM DOES NOT MAKE ANY EXPRESS OR IMPLIED WARRANTY OF ANY KIND. SPECIFICALLY, THERE IS NO EXPRESS OR IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE FOR THE SERVICES TO BE PROVIDED HEREUNDER. UNDER NO CIRCUMSTANCES SHALL WINCOM, ITS AFFILIATES OR ITS CONTRACTORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES THAT RESULT IN ANY WAY FROM USE OF OR INABILITY TO USE THE SERVICE OR TO ACCESS THE INTERNET OR ANY PART THEREOF, OR YOUR RELIANCE ON OR USE OF INFORMATION, SERVICES OR MERCHANDISE PROVIDED ON OR THROUGH THE SERVICE, OR THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES, ERRORS, DEFECTS, DELAYS IN OPERATION, OR TRANSMISSION, OR ANY FAILURE OF PERFORMANCE. The protocols used on the WINCOM network call for end to end verifications of the accuracy of any message. Similarly, these protocols provide for end-to-end verification of the receipt of all of the data that is transmitted. WINCOM will not be responsible for any loss of data from delays, non deliveries, incorrect deliveries, service interruptions, indulging those caused by the negligence, errors or omissions, of WINCOM, or other losses or damages. Use of information obtained via the services provided hereunder is at Subscribers own risk. Subscribers are solely responsible for, the accuracy and/or quality of information obtained or data transmitted through the WINCOM network and assuring that each message Subscriber sends or receives has been received.

WINCOM shall not be liable to Subscribers for any damage arising from any event that is out of the control of WINCOM. Neither shall WINCOM be liable to Subscribers for indirect, special, incidental, exemplary, consequential, or any other form of money damages, including, but not limited to, lost profits, or for the loss of data or information of any kind, however caused, and arising out of or in connection with the performance of WINCOM, or the provision of services or performance hereunder, whether based in contract, or any other legal theory, and whether or not WINCOM has been made aware of the possibility of such damages.

If you are dissatisfied with the Internet service or with any terms, conditions, rules, policies, guidelines, or practices of WINCOM in operating the service, the Subscribers remedy is to discontinue using the Internet service. In no event shall liability exceed a refund of amounts paid to WINCOM by Subscriber, for the current month.

A.6. Reasonable Steps to Secure Compliance. Subscriber shall be responsible for taking reasonable steps to secure compliance by all persons accessing the network at, by, or through, the Subscriber with the provisions of Section A.1. above. If a probable violation of Section A.1. is detected, Subscriber is requested to report the probable violation in as much detail as is practical to assist WINCOM and other allied organizations in the prevention or deterrence of similar violations.

A.7. Prohibited Assignments. Without the prior written consent of the other party, which shall not be unreasonably withheld, neither party may assign this agreement nor the performance of its obligations under this Agreement.

A.8. Governing Laws & Arbitration. The parties will negotiate in good faith in an effort to resolve any dispute, disagreement or claim without resort to formal legal proceedings. During the course of such negotiations, all reasonable requests made by one party to the other for information will be honoured in order that each of the parties may be fully apprised of the situation. This Agreement shall be governed by, and construed in accordance with, the laws of Ontario and Canada.

Any unresolved dispute, controversy, or claim arising out of or in connection with or relating to this Agreement of any breach or alleged breach hereof, shall, upon the request of either party, be submitted to and settled by arbitration. Any award or other determination rendered shall be final and conclusive upon the parties and a judgment thereon may be entered in the highest courts. The expenses of the arbitration shall be borne equally by the parties, but each party shall pay for the costs of its own counsel, witnesses and other personal expense, provided that a party shall pay for and bear the cost of any other party's counsel and witnesses if the arbitrator expressly determines that, the party against whom such award is entered has caused the dispute, controversy or claim to be submitted to arbitration's as a dilatory tactic or, the party against whom such award is entered has failed to disclose fully the information required to be disclosed under the provisions of the preceding paragraph and such failure to disclose materially increased the probability that there would be an arbitration or the costs thereof, compared to what would have been had there been full disclosure.

If Subscriber disputes any amount due to WINCOM, the amount shall be paid promptly, as stated by WINCOM and on the date due, with a notice that such payment is being made subject to the right of arbitration. If Subscriber fails to pay WINCOM on the date due, WINCOM may terminate this Agreement as provided in Section A.10 for the services described under this Agreement.

A.9. Notices. Notices under this Agreement shall be given by delivery in person, mail, fax, electronic posting or electronic mail.

A.10. Duration and Termination. The Agreement shall continue monthly unless the Subscriber has been given written notice, no sooner than one month from the commencement of service. Failure to comply with the provisions of Section A.1. hereof, failure to pay invoices when due, or other material breach of this Agreement by Subscriber will give WINCOM the right to terminate this Agreement. A material breach of this Agreement by WINCOM will give Subscriber the right to terminate this Agreement. Failures of service by the local exchange or the interexchange carrier or other third party or by strikes, labour disturbances, Acts of God, or any event of force which prevents commencement of service hereunder or causes material continuing degradation of service under this Agreement shall give both WINCOM and Subscriber a right to terminate this Agreement. Any termination for failure to pay an amount when due will require at least 5 days prior written notice. Any other termination under this Paragraph will require at least 14 days prior written notice. Notices of termination shall only become effective if such failure of breach that gave rise to the right to terminate, as stated in such written notice, has not been corrected, eliminated, or avoided by the specified date of termination set forth in such written notice.

No damages or cost reimbursements will be owed by either party to the other if this Agreement is terminated because of an event of force majeure or an act of an unrelated third party. In any event, each party shall cooperate to enable WINCOM to cease providing service without undue cost or delay. Obligations to maintain any information in confidence shall survive the termination of this Agreement.

A.11. Entire Agreement. The Agreement, with each of the Attachments, represents the complete agreement and understanding of the parties with respect to the subject matter herein, and supersedes any other agreement or understanding, written or oral.

B. Specifications B.1. General. At their own expense, Subscribers shall provide the facilities and hardware, as may be necessary to connect, maintain or improve performance.

B.2. Modems and Software. At the Service Point, Subscriber will provide the software to communicate with WINCOM.
The modems and associated equipment at the Subscribers end will be managed, operated and serviced directly by the Subscriber.

B.3. WINCOM Service Description. The WINCOM Internet network attachment will facilitate communications between the Subscribers and the Internet, for purposes that are consistent with the provisions of Section A.1. above. WINCOM will provide a network connection between the Internet and the associated equipment. WINCOM will monitor the circuits and will work directly with the Internet provider. Subscriber will work directly with WINCOM.

B.4. Technical Management and Operations. Subscriber and WINCOM will work together to provide for co-ordination and management of immediate problem determination and resolution on the Internet attachment via technical groups of WINCOM, for any problems associated with the services being provided pursuant to this Agreement. The WINCOM technical groups are available between the hours of 8:00 am to 8:00 PM Monday through Fridayi and 10:00am to 4:00pm Saturdays. After hour contact is available via voice mail.