Effective Date: 7/2/2014

Terms and Conditions

1. CW shall perform installation services upon receipt and acceptance of this fully executed Agreement. Customer agrees to prepare its premises where the internet system is to be installed; including providing electrical power, space, a suitable computer system and such other items as may be required to conform to the specifications. Further, Customer shall provide CW and/or its agents with access to Customer’s premises as necessary to perform the installation services. The installation services to be performed shall be deemed accepted by Customer upon the internet connection passing test routines supplied by CW.

2. Customer agrees that it and persons using the Services in Customer’s location will abide by the Cloudwifi Acceptable Use Policy (“CWAUP”), as attached and as amended from time to time by CW. A copy of the current CW CWAUP is attached hereto as Exhibit A. CW reserves the right to monitor use of Services for any violations of the CWAUP. Any changes in the CWAUP will be circulated to the Customer by electronic mail. Customer is responsible for educating users of Services as to the terms of the CWAUP. Any breach of policy by users of Services will result in immediate termination of Services to the user and CW will contact the Customer Technical contact. Enforcement Actions outlined in the CWAUP will commence after notification.

3. Customer agrees to abide the following use standards, as well as any others that CW may issue for Customers.
    -Customer agrees that this Agreement provides Services to be used solely at Customer’s location listed above. Regardless whether Customer has actual            control over the acts of third parties,
    -Customer agrees that it has the last clear chance to avoid unauthorized use of the Services, and
    -Customer agreed to defend, indemnify and hold harmless CW for any claims, damages, suits, and liabilities of any nature resulting from a third party’s use      of Services made available to Customer.

4. CW can and does screen all content provided by any internet users of the Services. CW has the right, but not the obligation, to block access over the internet to any communications and materials that CW believes, in its sole discretion, violate applicable CW policies or applicable laws. CW may terminate Customer’s Agreement for any violation of such policies or laws by use of Services.

5. All use of CW’s Services must be for lawful purposes and in accordance with the CWAUP. Customer shall neither use, nor permit use of, the Services in violation of any applicable federal, provincial or local statute, law, ordinance, regulation or rule, all of which are hereafter collectively referred to as “Governmental Rule”. Customer agrees that CW has the right to do electronic monitoring and disclose information where required to do so by any Governmental Rule, to facilitate provision of Services, to safeguard CW and other Customers, or as allowed or required by CW. If use of the Services by Customer or by a third party or parties accessing the Services through Customer causes CW’s internet source to advise CW that it will terminate or restrict CW’s connectivity to the internet, unless some specified action is taken, CW, by giving the lesser of fifteen (15) days advance notice to Customer or the time period specified by CW’s internet source, may temporarily suspend the Customer’s service, or some part thereof, limit or prevent use of the Customer’s service by a particular person, group or entity, and/or terminate this Agreement.

6. CW may, at its sole discretion, temporarily suspend all service for the purpose of repair, maintenance or improvement of any of CW’s systems. However, CW will provide prior notice where it is reasonably practicable under the circumstances, and CW will restore service as soon as is reasonably practicable. CUSTOMER SHALL NOT BE ENTITLED TO ANY SETOFF, DISCONT, REFUND OR OTHER CREDIT, IN CASE OF ANY SERVICE OUTAGE OR INTERRUPTION. Customer will provide CW or its agents with access to Customer’s premises, at reasonable times, if necessary for the repair and/or maintenance of CW’s equipment located therein.

7. Customer acknowledges and agrees CW is under no duty to provide any upgrades, updates, enhancements, improvements, additions, replacements, or modifications to CW’s internet system or equipment.

8. THE GOODS AND SERVICES PROVIDED BY CW ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND TO CUSTOMER OR ANY THIRD PARTY, INCLUDING, BUT NOT LIMITED TO, ANY EXPRESS OR IMPLIED WARRANTIES OF: 1) MERCHANTABILITY; 2) FITNESS FOR A PARTICULAR PURPOSE; 3) EFFORT TO ACHIEVE PURPOSE; 4) QUALITY; 5) ACCURACY; 6) NON-INFRINGEMENT; 7) QUIET ENJOYMENT; AND 8) TITLE. CUSTOMER AGREES THAT ANY EFFORTS BY CW TO MODIFY ITS GOODS OR SERVICES SHALL NOT BE DEEMED A WAIVER OF THESE LIMITATIONS. MODIFICATIONS MADE TO ANY EQUIPMENT OR PRODUCTS PROVIDED BY CW BY CUSTOMER OR ANY THIRD PARTY VOID ANY REMAINING EXPRESS OR IMPLIED WARRANTIES. IF CUSTOMER IS DISSATISFIED WITH CW SERVICE, CUSTOMER’S SOLE REMEDY IS TO TERMINATE THIS AGREEMENT.

9. NO ADVICE OR INFORMATION GIVEN BY CW, ITS AFFILIATES OR ITS CONTRACTORS OR THEIR RESPECTIVE EMPLOYEES SHALL CREATE A WARRANTY. NEITHER CW NOR ITS AFFILIATES WARRANTS THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR FREE OR THAT ANY INFORMATION, SOFTWARE OR OTHER MATERIAL ACCESSIBLE USING THE SERVICES IS FREE OF VIRUSES, WORMS, TROJAN HORSES OR OTHER HARMFUL COMPONENTS.

10. UNDER NO CIRCUMSTANCES SHALL CW, ITS EMPLOYEES, AFFILIATES, OR ITS CONTRACTORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES THAT RESULT IN ANY WAY FROM CUSTOMER’S (OR CUSTOMER’S CUSTOMERS OR AUTHORIZED USERS) USE OF OR INABILITY TO USE THE SERVICES OR TO ACCESS THE INTERNET OR ANY PART THEREOF, OR CUSTOMER’S (OR CUSTOMER’S CUSTOMERS’ OR AUTHORIZED USERS’) 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.

11. The parties expressly recognize that CW does not operate, control or endorse any information, products or services on the internet, and that any entities that do offer such information, products or services are not affiliated with CW. CW does not make any express or implied warranties, representations or endorsements TO CUSTOMER OR ANY THIRD PARTY whatsoever with regard to any information, products or services provided over the internet, including, without limitation, warranties of: 1) MERCHANTABILITY; 2) FITNESS FOR A PARTICULAR PURPOSE; 3) EFFORT TO ACHIEVE PURPOSE; 4) QUALITY; 5) ACCURACY; 6) NON-INFRINGEMENT; 7) QUIET ENJOYMENT; AND 8) TITLE. CW shall not be liable TO CUSTOMER OR ANY THIRD PARTY for any cost or damage arising either directly or indirectly from any transaction involving third parties’ information, products or services.

12. CW shall not be liable for delays or defaults in furnishing goods or services hereunder, if such delays or defaults on the part of CW are due to:
    -Acts of God or of a public enemy;
    -Acts of the Government of Canada or any province or political subdivision thereof;
    -Fires, severe weather, floods, earthquakes, natural disasters, explosions or other catastrophes;
    -Embargoes, epidemics or quarantine restrictions;
    -Terrorism;
    -Shortage of goods, labor strikes, slowdowns, differences with workmen or labor stoppages of any kind;
    -Delays of supplier or delay of transportation for any reason;
    -Delays beyond the control of CW in furnishing items or services including, but not limited to, breakdown or failure of machinery or equipment.
    -Delay in Customer reporting problems or furnishing information or materials.
    -Acceptance of delivery of goods or services shall constitute a waiver and release of CW by Customer for any claim for damages, setoff, discount or other        liability on account of delay.

13. Customer agrees that it shall be solely responsible for implementing sufficient procedures to satisfy Customer’s particular requirements for accuracy of data input and output, and for maintaining a means external to CW for the reconstruction of any lost data. The parties also expressly agree that the internet contains unedited materials, some of which are unlawful, indecent, or offensive to Customer or its personnel and access to such materials by Customer or its personnel is done at Customer’s sole risk.

14. CW may deny Customer access to Services if Customer or any user of the Services provided to Customer engages in any conduct or activities that CW in its sole discretion believes violates any of the terms and conditions in this Agreement. This may be done by CW WITHOUT NOTICE and for any reason allowed by this Agreement or by law. If CW denies Customer access to the Services for such cause, neither Customer nor persons using the Services through Customer shall have any right (1) to access through the Services any materials stored on the internet, (2) to obtain any credit(s) for interruption of Services; or (3) to access third party services, merchandise or information on the internet through the Services. CW shall have no responsibility to notify any third-party providers of services, merchandise or information that Customer’s access has been terminated, nor any responsibility for any consequences resulting from lack of notification.

15. Customer agrees to defend, indemnify and hold harmless CW, its employees, agents and contractors from any and all liabilities, costs and expenses, including reasonable attorneys’ fees, related to or arising from: (a) any violation of this Agreement or CW policies referenced in this Agreement by Customer or other users of the service provided to Customer; (b) the use of the Services or the internet or the placement or transmission of any message, information, software or other materials on the internet by Customer or users of the Services provided to Customer; (c) negligent acts or omissions of Customer’s officers, employees, agents or contractors in connection with the construction, installation, maintenance, presence, use or removal of systems, channels or terminal equipment or software not provided by CW which are connected or are to be connected to the service; (d) claims for infringement of patents arising from the use of equipment and software, apparatus and systems not provided by CW in connection with the service; and (e) claims for infringement of copyright resulting from the use of the internet by Customer or other users of the service.

16. CW reserves the right to, and Customer agrees that CW may, terminate Services for no cause and without any reason upon thirty (30) days’ prior written notice.

17. CW reserves the right to, and Customer agrees that CW may, cancel this Agreement and terminate any and all Services immediately, and without prior notice, in the event that (i) Customer fails to fulfill any material obligation contained in this Agreement; (ii) Customer fails to make any payment of an invoice when due; or (iii any Internet service used by CW in providing Services ceases doing business, or requires that CW cease providing Services. CW RESERVES THE RIGHT TO USE SELF-HELP TO THE GREATEST EXTENT PERMITTED UNDER THE LAW, INCLUDING, BUT NOT LIMITED TO, ELECTRONIC REMEDIES.

18. After termination by any party for any reason, CW shall retain the right to recover all accrued charges due and owing by Customer to CW, and Customer agrees that it waives any right it may have against CW to offset fees payable by Customer to CW. Upon termination of this Agreement by any party for any reason, Customer shall promptly return any and all of CW’s property and equipment in its possession. Customer’s indemnification of CW under this Agreement shall survive any expiration or earlier termination of this Agreement.

19. Payment received shall be applied first to any outstanding interest, then to late fees, then to current fees. Unpaid charges more than sixty 60 days overdue will be referred to a Collections Agency.

20. No term or provision hereof shall be deemed waived and no breach excused unless such waiver or consent shall be in writing and signed by the party claimed to have waived or consented.

21. All remedies available to CW for breach of this Agreement are cumulative and may be exercised concurrently or separately and the exercise of one remedy shall not be deemed an election of such remedy to the exclusion of other remedies.

22. This Agreement supersedes any and all other agreements, either oral or in writing, between the parties with respect to the matters stated herein, and this Agreement contains all of the covenants and agreements between the parties with respect thereto. This Agreement may be amended or modified only in writing, and shall be effective only after execution by authorized officers of both parties.

23. Except for modifications to CW’s operating policies or laws applicable to this Agreement, no modification or change of the terms of this Agreement shall be binding on either party unless it is in writing and signed by authorized officer of both parties. Any modification or change of the terms of this Agreement or waiver CWS rights, shall be effective only in the specific instance and for the specific purpose given.

24. Customer shall not assign, transfer or subcontract its rights or delegate its obligations hereunder without the prior written consent of CW, which consent may be withheld in CW’s sole discretion. Customer shall not employ or engage as a contractor any personnel of CW who provides Services or support to Customer pursuant to this Agreement.

25. If any provision of this Agreement is held to be invalid or unenforceable for any reason whatsoever, the remaining provisions shall remain valid and unimpaired, and shall continue in full force and effect. If either party is prevented from performing its obligations due to an event of force majeure (acts of God or nature, riots, war, terrorism, labor strife, or other causes beyond a party’s reasonable control) the time allowed for the party to perform its obligations shall be extended for the duration of the force majeure event.

26. The parties knowingly and expressly consent to the foregoing terms and conditions. Each party warrants to the other that the signatory of this Agreement is authorized to do so, on behalf of its respective party.

27. Nothing contained in this policy shall be construed to limit CW’s actions or remedies in any way with respect to any of the foregoing activities, and CW reserves the right to take any and all additional actions it may deem appropriate with respect to such activities, including without limitation taking action to recover the costs and expenses of identifying offenders and removing them from the Services, and levying cancellation charges to cover CW’s costs in the event of disconnection of dedicated access for the causes outlined above. In addition, CW reserves at all times all rights and remedies available to it with respect to such activities at law or in equity.

28. None of the provisions of this Agreement are or shall be construed as for the benefit of or enforceable by any person other than the parties hereto, including without limitation any creditor of Customer or any employee of Customer.