TERMS & CONDITIONS

1. The subscription to NETAXIS' service(s) will be effective on the installation date.

2. For every reduced rate residential contract or business contract, the subscription to all selected NETAXIS services shall be for a fixed period (term), that may vary between 12 and 60 months, and may not be resiliated before the expiry of the term; upon the expiry of the fixed period, the subscription to the Services shall be renewed automatically upon the same terms and conditions (subject to any rate increase of which the customer may be informed in the manner provided for in the Reduced Rate Agreement), unless NETAXIS receives a non-renewal notice at least ten (10) days before the expiry of a fixed period (term) for the subscription to the Services or unless it resiliates the contract in the manner provided for therein. If the customer resiliates the contract before the expiry of the Fixed Period or the renewal period, the customer shall pay NETAXIS damages in an amount equal to fifty percent (50%) of the average invoice value of the past 12 months, multiplied by the number of months and days left between the resiliation date and the end of the fixed period (term).

3. NETAXIS can suspend or cancel the customers service at any given time and without any notice for one of the following reasons :

a) If the customer is not making his payments on the requested dates;

b) If the pre-authorized payment, by credit card or bank withdraw, is refused by the financial institution for any possible reason or if the customer's check has no provision (bounced check).

c) If NETAXIS believes that the customer is abusing the service or if the customer is using the service for illegal or unlawful activities.

4 NETAXIS will automatically charge $25.00 for each cancelled, refused or returned pre-authorized payment or check

5. All invoices are payable upon reception. Late payment penalty is set at 2% per month and it will be applied if NETAXIS hasn't received any payment 30 days after the invoicing date.

6. The subscription to NETAXIS' service(s) is conditional to NETAXIS' credit acceptance.

7. Limitation of NETAXIS' liability : in case of any service downtime NETAXIS limits its financial liability to the reiumbursement the portion of the monthly fee corresponding to number of hours or days without service. NETAXIS will make a pro rata reimbursement to the customer. Furthermore, NETAXIS cannot be held responsible for the potential loss of savings related to a late installation of its services. The customer is always responsible to check if its NETAXIS services have been activated or not (Ex: by dialing 1-700-555-4141).

Neither party shall be liable for special, indirect or consequential damages of any kind suffered by the other party including, without limitation, lost profits or anticipated sales in connection with this contract, even if such damages were foreseeable or resulted from a fundamental breach of this contract. Indemnification : The Customer hereby indemnifies and holds harmless NETAXIS inc., its partners, directors, officers, shareholders, employees, representatives, dealers, agents and assignees from and against any liability for any claims arising out of this contract.This indemnity shall continue in effect notwithstanding this contract's expiration or termination.

8. NETAXIS cannot be responsible of any modification made by its suppliers on their respective networks and products.

9. Governing Laws : This contract shall be governed by the laws in force in the Province of Quebec, Canada.