Storig | By Pathway Communications.

Why Pathway

Over the past sixteen years some of Canada's largest and most respected organizations have chosen Pathway as their long-term provider of choice for managed Internet and IT services.

What sets us apart from the competition?

We have built our business on a few simple principles:

Provide the reassurance of unmatched reliability for your systems and applictions: we have invested heavily in constructing Canada's only Tier III Certified Data Centre.
Ensure the safety and security of your systems at all times: our engineers watch your systems 24 hours a day, every day of the year.
Deliver exceptional cost effectiveness - by using only best-in-class technology and equipment.
Solve your specific issues - by tailoring all our solutions to your distinctive needs and requirements.
Guarantee that we will always deliver the best value you can get anywhere.

For more information please visit Pathway Communications

CloudPath™ Terms and Conditions

Effective date: 7 June 2011

This document is a binding agreement ("Agreement") between 1429481 Ontario Inc. o/a Pathway Communications, 95 Apple Creek Blvd., Markham, Ontario Canada L3R 1C7 ("Pathway", "We" or "Us") and you, the company or other legal entity you represent who signs up for and commits to use the Pathway Cloud Services (collectively, "You").

This Agreement incorporates, by reference,

(1) the Pathway Privacy Notice ("Privacy Notice"),
(2) the Pathway Cloud Service Level Agreement ("Cloud SLA") and
(3) the Pathway Acceptable Use Policy ("AUP") as these policies,

and the terms therein, may be modified by Pathway or its affiliates from time to time. This Agreement is the complete and exclusive agreement between you and Pathway regarding its subject matter and supersedes and replaces any prior agreement, understanding or communication, written or oral.

By clicking the "Accept" button for this Agreement on Pathway's web site, or by signing this Agreement to purchase and use the Pathway Cloud Services and/or additional, fee-based services used in conjunction with the Pathway Cloud Service, you agree to be bound by all the terms and conditions of this Agreement and any modifications subsequently made pursuant to these terms. If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the legal authority to bind such legal entity to this Agreement, in which case "you" shall mean such entity. If you do not have such authority, or if you do not agree with the terms and conditions of this Agreement, you must select the "Decline" button or not sign this Agreement and you may, thereafter not use the Pathway Cloud Services. In addition to representations, warranties and agreements you make, you confirm the information you have provided to Pathway is true to the best of your knowledge and that you are 18 years of age or older. We may change this Agreement from time to time by publishing the new policy on our web site and/or by written notice to you describing such changes. Any changes made during the term of your Agreement will become effective and applicable to you the earlier of thirty (30) days following such changes being published on Pathway's web site or our written notice to you describing such changes.

1. DEFINITIONS

The expressions which are used in this Agreement have meanings as described below:

"Acceptable Use Policy" or "AUP" means the Pathway Cloud Services Acceptable Use Policy posted here. The AUP comes into effect as of the date you enrol for the Pathway Services and may be amended pursuant to the terms of this Agreement relating to changes and modifications.
"Business Day" means 9:00 a.m. to 5:00 p.m. Monday through Friday, Canada Eastern Standard Time and excludes Federal and Provincial public holidays in the Province of Ontario, Canada.
"Confidential Information" means all non-public information disclosed by us, our business partners or our or their respective agents or contractors that is designated as confidential or that, given the nature of the information or circumstances surrounding its disclosure, reasonably should be understood to be confidential. Pathway's Confidential Information includes, without limitation, (i) non-public information relating to our or our business partners' technology, customers, business plans, security systems, network, applications and processes, product development plans, prices, promotional and marketing activities, finances and other business affairs (including, but not limited to, any information about or involving our products or services which you obtain as a result of your use of the Pathway Services (ii) third-party information that we are obligated to keep confidential and (iii) the nature, content and existence of any discussions or negotiations between you and us. Confidential Information does not include any information that you are required to disclose by law or is otherwise, freely available in the public domain as of the date of the currency of this Agreement.
"Service Order" means either: (i) the online Service Order Form that you submit to Pathway via the Pathway website to enrol for Pathway's Cloud Services or (ii) other written agreement or Order (in electronic or paper form) provided to you by Pathway for signature, which describes the Cloud Services you are purchasing and which is signed by you, either manually or electronically, to signify your agreement to purchase and pay for the Pathway Cloud Services.
"Services" means the Pathway Services described in the Service Order which are made available to you for a Fee by Pathway. The Services include, but are not limited to, the following:
- Pathway Private Cloud Storage
- Pathway Virtual Private Cloud Servers
- Pathway Container Servers (Virtuozzo-based)
- Pathway Private Cloud Database Services
- Pathway Internet Bandwidth
- Pathway Cloud Security Services
- Pathway IP Addresses
- Pathway Cloud Management Services
- Pathway Software as a Service ("Saas")

2. PATHWAY'S SERVICE OBLIGATIONS

Contingent upon Pathway's acceptance of your Service Order, and subject to these Terms of Service, Pathway agrees to provide the Services to you. Pathway agrees to follow security procedures at least as stringent, in Pathway's reasonable judgment, as those described in its Security Policies

Pathway Managed Services. If you purchase Pathway Cloud Servers with Pathway's Cloud Management Services, Pathway will provide support 24 hours per day seven days a week 365 days of the year. Pathway will also provide the following monitoring and response services as part of the Cloud Management Services:
System Monitoring Pathway will monitor the status of events on servers and network devices to determine availability and completion of scheduled tasks using SNMP based monitoring systems with a polling interval not exceeding five minutes; monitoring results will be available to you via a user portal.
System Alerts will be sent to the email address provided by you, and which is available on record with Pathway.
Calls. If there is a failure of the Service you will be called by Pathway's Technical Support staff within 15 minutes of such service disruption at the phone number provided by you, which is available on record with Pathway.

3. YOUR OBLIGATIONS

You agree to do each of the following:

(i) comply with all Pathway policies including the Privacy Notice, AUP and Terms of Service
(ii) pay, when due, the Fees for the Services,
(iii) use adequate and reasonable security precautions in connection with your use of the Services,
(iv) cooperate with Pathway's reasonable investigations of outages, security problems, and any suspected breaches of the Agreement,
(v) keep your billing contact and other account information up to date and
(vi) immediately notify Pathway of any unauthorized use of your account or any other breach of security.

Lawful use. You agree to use the Services only for lawful purposes:

You may not use the Services for any purpose that is contrary to applicable laws or which is a nuisance. You agree not to transmit, upload or download, store, post, publish, disseminate, receive, retrieve, or provide access to information, software, files or other material which are defamatory, obscene, deemed to be child pornography or hate literature or which may invade the privacy of others.
You may not use the Services for unauthorised copying, duplication, distribution, display or modification of any material or information protected by copyright or trademark or otherwise lawfully restricted (including, without limitation, software, programs, games and computer code).
You may not interfere, or attempt to interfere in any manner, with the functionality or proper working of the Services.
You may not compile or use the Pathway Services, servers or infrastructure or any other information obtained through the Services for the purpose of direct marketing, spamming, unsolicited contacting of sellers or customers, or other impermissible advertising, marketing or other activities, including, without limitation, any activities that violate anti-spamming laws and regulations. You agree not to undertake mass-mail broadcasts of electronic mail ('spam') or blog postings with the intent of sending unsolicited advertising to other users of the Internet.
You may not remove, obscure, or alter any notice of any Mark, or other intellectual property or proprietary right designation appearing on or contained within the Services.
You are responsible for maintaining the security of your access credentials and are fully responsible for all activities that occur under your Pathway Account, regardless of whether such activities are undertaken by you or a third party. Therefore, you should contact us immediately if you believe a third party may be using your private Pathway Account or if your Pathway Account access credentials are otherwise lost, stolen or compromised. We are not responsible for any unauthorized access to, alteration of, or the deletion, destruction, damage, loss or failure to store any of your content or other data which you submit or use in connection with your Account or the Services
You represent and warrant that you are not a person to whom Pathway is legally prohibited from providing the Services. You may not use the Services for the development, design, manufacture, production, stockpiling, or use of any nuclear, chemical or biological weapons, weapons of mass destruction or missiles in any country nor may you provide administrative access to the Service to any person (including any natural person or government or private entity) deemed to be located in or is a national of any country that is embargoed or is restricted under Canadian law.
You may not use the Services in any situation where failure or fault of the Services could lead to death or serious bodily injury to any person or to physical or environmental damage without verified and tested independent alternate means of Service delivery from a source outside Pathway. For example, you may not use, or permit any other person or entity to use, the Pathway Service to transmit any data or information which is used in critical medical care and where the failure of the Service may endanger life or limb.
Access To The Services. Subject to your acceptance of, and compliance with, this Agreement and with the payment requirements for the Services, you may access the Services via the online control panel or console, or via a Pathway-provided interface. Pathway may modify its control panel, console, or interface at any time or may change to new systems at its discretion. Your use of any system, application or Service from Pathway is governed by the applicable Pathway policies and terms.

4. SERVICE LEVEL AGREEMENT

The Service Level Agreement(s) listed below are part of this Agreement for the Services you are acquiring, pursuant to your Service Order: http://cloudpath.pathcom.com/sla

5. ACCEPTANCE OF SERVICE ORDERS

This Agreement is incorporated into, and forms and integral part of your Pathway Service Order by reference, or by reference to this Agreement, as displayed ona page on the Pathway website. If, over time, you sign multiple Service Orders with Pathway using a single account, then the Agreement incorporated into, and which forms part of the latest, or most recent, Service Order will govern all your Service Orders.

A Service Order will be deemed to have been formally executed when

a copy of a Pathway Service Order has been signed by you and sent to Pathway
Pathway acknowledges via correspondence, including electronic mail, that it has received and accepted such Service Order Agreement.
Pathway's provisioning of the Services described in your Service Order shall also be indicative of your and Pathway's acceptance of your Service Order.
Pathway may accept or reject any Service Order you submit in its sole discretion.

6. CHANGES TO AGREEMENT AND OTHER POLICIES

We may change this Agreement and Terms of Service, the Privacy Notice and the AUP at any time, at our sole discretion, provided that such changes are reasonable and consistent with applicable law and general industry norms. Any changes made during the term of your Agreement will become effective and applicable to you the earlier of thirty (30) days following such changes being published on Pathway's web site or our written notice to you describing such changes.

If the change materially and adversely affects you and you do not accept such changes, you may terminate the Agreement by giving written notice of your intent to terminate Services, no later than thirty (30) days following the date the change becomes effective, stating such grounds. If you terminate your Service because the change adversely affects you, we may, at our option, either

not enforce that change with respect to your Service and keep your Agreement in place for the remainder of the term or
permit you to terminate your Agreement without payment of early termination fees.

Other than as stated herein, the Agreement may be modified only by a formal, document signed by authorized representative of each party. If there is a conflict between the terms of this agreement with any of the other documents that comprise this Agreement, then the documents will govern in the following order of precedence: Agreement, Service Order, Terms of Service, and the Acceptable Use Policy.

7. TERM.

The initial term for each Service Order begins on the date we make the Services available for your use and continues for the period stated in the Service Order. If no period is stated in the Service Order, then the initial term shall be one year. Upon expiration of the initial term, the Service Order will automatically renew for successive renewal terms of one year each, unless and until one of us gives the other a written notice of non-renewal at least four months prior to the expiration of the initial term, or then-current renewal term, as applicable.

8. FEES.

Pathway will charge you the Fees stated in your Service Order and you agree to pay Pathway the Fees related to such Services. The Fees posted on Pathway's web site do not include taxes, long distance or other applicable charges. There is a minimum Fee commitment related to each Service that you enrol for, under your Service Order.
If your actual Service usage does not meet or does not exceed the minimum commitment, Pathway will charge you minimum Fee, which will be higher than the Fee based on your actual usage.

The schedule for payment of Fees to Pathway will be as follows:

for recurring Fees, in advance, on or around the first day of each billing cycle, which commences on the date your Service is activated
for non-recurring Fees (such as Fees for initial set-up, Service use overages and special, one-time or non recurring Services) on the date Service delivery was initiated and no later than the first day of the billing cycle that follows the date the Service was initiated.

Provided that Pathway may, at its discretion, wait to charge your credit card until the time when aggregate fees due are at least $50.00. Unless otherwise agreed in the Service Order, your billing cycle will be monthly, beginning on the date that Pathway first makes the Services available to you.

Unless you have made other arrangements, you will be required to pay the Fees using a valid Credit Card (Visa or MasterCard only) issued in your name. By providing your Credit Card information for payment of the Service Fees to Pathway, you expressly authorize Pathway to charge your Credit Card (and any replacement Credit Card) all Fees and outstanding amounts owing to Pathway.

It is your responsibility to ensure that the billing information provided to Pathway, including your address and Credit Card details or other billing information, remains current at all times and you agree to notify Pathway of any changes to your billing information forthwith.

Pathway may suspend all Services (including Services provided to you pursuant to any unrelated Service Order or other agreement we may have with you) if our charges to your credit card are rejected for any reason. Pathway may charge interest on overdue amounts at 1.5% per month (or the maximum legal rate, whichever is higher) on any amount is overdue by more than thirty (30) days. If Pathway brings any legal action to collect, or engages a collection agency, you will also be required to pay Pathway's reasonable costs of collection, including attorney fees and court costs. All fees are stated and will be charged in Canadian Dollars. Any "credit" that Pathway may owe you, such as a credit for failure to meet a stated Service Level Assurance, will be applied to Fees due from you for Services, and will not be paid to you as cash or as a refund. Charges that are not disputed within sixty (60) days of the date charged are conclusively deemed to be accurate. Pathway is required, by law, to collect taxes on the provision of the Services, and you must pay Pathway the amount of the tax that is due or provide satisfactory evidence of your exemption from such tax. You authorize Pathway to obtain a credit report at any time during the term of the Agreement.

9. FEE INCREASES.

Pathway may increase the Fee for the Services at any time on 30 days' (30) days written notice to you. Such Fee increase will be effective as of the completion of the thirtieth day of the period of written notice of the Fee increase. In addition if, during the initial term or any renewal term, there is an increase in the Canadian Consumer Price Index over the Canadian Consumer Price Index reported for the month in which you signed your Service Order, we may increase your Fees by the same percentage as the increase in the Canadian Consumer Price Index. Provided that we may not increase your Fees pursuant to this clause more often than once every twelve months, and we must give you at least thirty days advance written notice of the increase.

10. SERVICE SUSPENSION OR TERMINATION

We may suspend or terminate your Services without any liability if:

(i) we reasonably believe that the Services are being used (or have been or will be used) in violation of the Agreement,
(ii) we discover that you are, or are affiliated in any manner with, a person or entity who/which has used similar services abusively in the past;
(iii) you do not cooperate with Pathway's reasonable investigation of any suspected violation of the Agreement;
(iv) we reasonably believe that your Services have been accessed or manipulated by a third party without your consent,
(v) we reasonably believe that suspension of the Services is necessary to protect our network or our other customers
(vi) a payment for the Services is overdue (you revoke our authorization to make Credit Card withdrawals
(vii), we cannot reach you to obtain, confirm, revalidate or update information required to process your Fee or
(viii) suspension is required by law. We will give you reasonable advance notice of suspension under this paragraph and a chance to cure the grounds on which the suspension are based, unless we determine, in our reasonable commercial judgment, that a suspension on shorter or contemporaneous notice is necessary to protect Pathway or its other customers from imminent and significant operational or security risk. If the suspension was based on your breach of your obligations under the Agreement, then we will continue to charge you the Fees for the Services during the suspension, and will charge you a Reinstatement Fees (not to exceed $250.00) upon reinstatement of the Services. If your Service is terminated on account of a breach of this agreement pursuant to this paragraph, we will have no obligation to make any refund or other payment (including, without limitation, refund of set up fees, prepaid fees or other credits for future Services) to you and despite any termination, we may pursue any other recourse against you, including barring you from accessing stored information.

11. TERMINATION FOR CONVENIENCE AND EARLY TERMINATION FEE.

You may terminate this Agreement for convenience at any time, on thirty days advance written notice. If you terminate the Agreement for convenience, in addition to other amounts you may owe, you must pay an early termination fee equal to fifty percent (50%) of the minimum monthly financial commitment you have made, for the remaining, unmet portion of the then-current term. You agree that this is not a penalty but a reasonable payment of Fees to Pathway for early termination of this Agreement. Customer on month-to-month contract Terms will be entitled to no refund for any pro-rata amounts, should they decide to terminate the Agreement before the end of the month.

12. TERMINATION FOR BREACH.

We may terminate the Agreement for breach on written notice if:

(i) we discover that the information you provided to us about yourself or your proposed use of the Services was materially inaccurate or incomplete,
(ii) if you are an individual, you were not at least 18 years old or otherwise did not have the legal capacity to enter into the Agreement at the time you submitted the Service Order for Services, or if you are an entity or fiduciary, the individual submitting the Service Order for Services did not have the legal right or authority to enter into the Agreement on behalf of the person represented to be the customer,
(iii) your payment of an invoiced amount is overdue, and you do not pay the overdue amount within seven (7) days of our written notice,
(iv) a credit report indicates you no longer meet our reasonable credit criteria. Provided that if we terminate on these grounds, we must give you a reasonable opportunity to migrate your environment out of Pathway in an orderly and reasonable manner within three business days.
(v) you use your Service in violation of the AUP and fail to remedy the violation within three (3) business days of our written notice, or
(vi) you fail to comply with any other provision of the Agreement and do not remedy the failure within seven (7) days of our notice to you describing the failure. Termination of your Service shall not relieve you from any Fees, Termination Charge, or other fees and charges, owing or other liability accruing hereunder or incurred prior to the time that such termination or suspension becomes effective.

You may terminate this Agreement for breach on written notice if:

(i) we materially fail to provide the Services on more than one occasion in six months and do not remedy that failure within seven (7) days of your written notice describing the failure, or
(ii) we materially fail to meet any other obligation stated in the Agreement and do not remedy that failure within seven (7) days of your written notice describing the failure.

13. ACCESS TO DATA.

You will not have access to your data stored on the Pathway Cloud™ system during a suspension or following termination. Pathway backups the Pathway Cloud systems on a periodic basis so that we are able to more quickly restore the systems in the event of a failure. These backups are made on a snap-shot basis and, therefore, capture only the information that exists on the system at the time of the backup. In addition, we may destroy all but the most recent backup. These backups may not be available to you or, if available, may not be useful to you outside of the Pathway Cloud systems. Although the Pathway Cloud service may be used as a backup service, you agree that you will maintain at least one additional current copy of your programs and data stored on the Pathway Cloud system somewhere other than on the Pathway Cloud system .

14. UNAUTHORIZED ACCESS TO YOUR DATA OR UNAUTHORIZED USE OF THE SERVICES.

Pathway is not responsible for any unauthorized access to your data or the unauthorized use of the Services unless the unauthorized access or use results from Pathway's failure to meet its security obligations stated in the Agreement. You are responsible for the use of the Services by any employee of yours, any person to whom you have provided access or access credentials for the Services and any person who gains access to your data or the Services as a result of your failure to use reasonable security precautions, even if such use was not authorized by you.

15. DISCLAIMERS.

We do not warranty or promise that the Services will be uninterrupted, error-free, or completely secure. You acknowledge that there are risks inherent in Internet connectivity that could result in the loss of your privacy, Confidential Information, and property. Pathway has no obligation to provide security other than as stated in this Agreement. To the extent permitted by applicable law, Pathway makes no express or implied representations, warranties or conditions of any kind whatsoever, including but not limited to warranties of title or non-infringement, or implied warranties or conditions of merchantability or fitness for a particular purpose, with regard to the Service, hardware, software or any other Service or deliverable provided hereunder, or any merchandise, information, content or Service provided on the internet, and all representations, warranties, or conditions of any kind, express or implied are, to the extent permitted by applicable law, hereby excluded.
Neither Pathway, nor any of its affiliates, agents or suppliers warrant the performance, availability, uninterrupted or error free use of or operation of the Service or any deliverable provided pursuant to this Agreement. The entire risk as to the availability and performance of the Service or any of its components, is with you. Further, neither we nor our affiliates, agents or suppliers warrant that any data or files sent by or to you will be transmitted, transmitted in uncorrupted form or transmitted within a reasonable period of time, or that such data or files will not be intercepted, that other persons will not gain access to your Account, the Service, any of your content or that any data or material accessible through the Service will be free of viruses or other harmful components.

16. CONFIDENTIAL INFORMATION.

Each of us agrees not to use the other's Confidential Information except in connection with the performance or use of the Services, as applicable, the exercise of our respective legal rights under the Agreement, or as may be required by law. Each of us agrees not to disclose the other's Confidential Information to any third person except as follows:

to our respective service providers, agents, and representatives, provided that such service providers, agents, or representatives agree to confidentiality measures that are at least as stringent as those stated in this Agreement.
to a Canadian law enforcement or government agency if required by a subpoena or other compulsory legal process, or if either of us believes, in good faith, that the other's conduct may violate applicable criminal law as required by law or
in response to a subpoena or other compulsory legal process, provided that each of us agrees to give the other written notice of at least seven days prior to disclosing Confidential Information under this subsection (or prompt notice in advance of disclosure, if seven days advance notice is not reasonably feasible), unless the law forbids such notice.

17. LIMITATION ON DAMAGES.

Our obligations to you are defined by this Agreement. We are not liable to you for failing to provide the Services even if the failure results from a breach of this Agreement, or results from negligence. The credits described in the Service Level Agreement are your sole and exclusive remedy for non-availability of the Services. Neither of us, namely you or we, nor any of our respective employees, agents, affiliates or suppliers, is liable to the other for any lost profits or any other indirect, special, incidental or consequential loss or damages of any kind or for any loss that could have been avoided by the damaged party's use of reasonable diligence, even if the party responsible for the damages has been advised or should be aware of the possibility of such damages. In no event shall either of us be liable to the other for any punitive damages.
Notwithstanding anything in the Agreement to the contrary, the maximum aggregate monetary liability of Pathway and any of its employees, agents, suppliers or affiliates, in connection with the Services, the Agreement and any act or omission related to the Services or Agreement under any theory of law (including Breach of Contract, tort, strict liability, violation of law, and infringement) shall not exceed the greater of (i) the amount of Fees you paid for the Services for two (2) months prior to the occurrence of the event giving rise to the claim, or (ii) Five Hundred Canadian Dollars ($500.00).
Under no circumstances shall we, our affiliates or our agents be liable to you or to any third party for any direct, indirect, special, exemplary, punitive or consequential damages, including, without limitation, loss of profits and loss of business opportunities that result in any way from

this Service, including its use or unavailability or any part thereof, by you or any other person using your Service Account or those who may rely on or use information, services or merchandise provided on or through the Service or
which result from mistakes, omissions, interruptions, deletion or corruption of files, errors, defects, delays in preparations or transmission or failure of performance, or
any losses or expenses (including legal fees) arising out of, or in connection with any allegation, claim, suit or other proceeding based upon a contention that the use of the Service by you or a third party through your Account infringes the intellectual property rights or contractual rights of any third party or
defamation or copyright infringement arising from material transmitted or received over our or our affiliates' facilities or
infringement of patents arising from combining or using your facilities with ours or those of our affiliates.

18. INDEMNIFICATION.

If we, our affiliates, or any of our or their respective employees, agents, or suppliers (the "Pathway Indemnitees") are faced with a legal claim by a third party arising out of your actual or alleged gross negligence, wilful misconduct, violation of law, failure to meet security obligations required by the Agreement, violation of the AUP, or violation of these Terms and Conditions, then you will pay the cost of defending the claim (including reasonable attorney fees) and any damages awarded, fine or other amount that is imposed on the Pathway Indemnitees as a result of the claim. Your obligations under this subsection include claims arising out of the acts or omissions of your employees, any other person to whom you have given access to the Services and any person who gains access to the Services as a result of your failure to use reasonable security precautions, even if the acts or omissions of such persons were not authorized by you. If you resell the Pathway Services, the grounds for indemnification stated above also include any claim brought by your customers or end users arising out of your resale of the Pathway Services. We will choose legal counsel to defend the claim, provided that these decisions are reasonable and promptly communicated to you. You must comply with our reasonable requests for assistance and cooperation in the defence of the claim. We may not settle the claim without your consent, although such consent may not be unreasonably withheld. You must pay expenses due under this Section as we incur them.

19. THIRD PARTY LICENSE TERMS

In addition to the terms of this Agreement, your use of the Service is governed by the license terms and conditions of use that may apply to any third party software, systems, processes or applications used by Pathway in the provision or delivery of the Services, as modified from time to time by the supplier or vendor of such third party software, systems, processes or applications

20.RESELLING SERVICES

If you are a reseller of the Pathway Services, you may resell the Services, provided that in addition to yourself, you bind, to the terms of this Agreement, in writing, the end user to whom you resell the Services. You will, however, be responsible for use of the Services by any end user to the same extent as if you were using the Services yourself. Unless otherwise agreed, Pathway will provide support to such end user to whom you resell the services, consistent with the terms of this Agreement.

21. NOTICES.

All official communications regarding the Pathway Services should be sent to the (i) Pathway Communications Technical Support Team and cloudsupport@pathcom.com for Service and technical matters and (ii) to accounts@pathcom.com for all other issues and matters. Paper documents should be sent to: Pathway Communications, 95 Apple Creek Blvd., Markham, Ontario L3R 1C7, Canada. Pathway will send all communications regarding the Services and notices to the individual(s) you designate as your contact(s) on your Service Account either by electronic mail. Notices are deemed received as of the time delivered, or if that time does not fall within a business day ( 9 am to 5 pm - Mondays through Fridays, excluding Federal and Provincial holidays). All notices must be given in the English language, except for you are resident in the province of Quebec, whereupon we will accept and send notices in French.

22. OWNERSHIP OF INTELLECTUAL PROPERTY

Each of us retains all right, title and interest in and to our respective trade secrets, inventions, copyrights, and other intellectual property. Any intellectual property developed by Pathway during the performance of the Services shall belong to Pathway unless we have agreed with you in advance in writing that you shall have an interest in the intellectual property.

23. IP ADDRESSES AND DOMAIN NAMES

Upon expiration or termination of the Agreement, you must discontinue use of the Services and relinquish use of the IP addresses, server names and other facilities or property assigned to you by Pathway in connection with Services, including pointing the DNS for your domain name(s) away from Pathway Services. You agree that Pathway may, as it determines necessary, make modifications to DNS records and zones on Pathway managed or operated DNS servers and services.
If you register, renew, or transfer a domain name through Pathway, Pathway will submit the request to its domain name services provider (the "Registrar") on your behalf. Pathway's sole responsibility is to submit the request to the Registrar. Pathway is not responsible for any errors, omissions, or failures of the Registrar. Your use of domain name services is subject to the applicable legal terms of the Registrar. You are responsible for closing any account with any prior reseller of or registrar for the requested domain name, and you are responsible for responding to any inquiries sent to you by the Registrar.

24. ASSIGNMENT/SUBCONTRACTORS

You may not assign this Agreement without Pathway's prior written consent. We may assign the Agreement in whole or in part as part of a corporate reorganization or a sale of our business, and we may transfer your Confidential Information as part of any such transaction. Pathway may use third party service providers to perform all or any part of the Services, but Pathway remains responsible to you under this Agreement for work performed by its third party service providers, to the same extent as if Pathway performed the Services itself.

25. FORCE MAJEURE

Neither of us will be in violation of the Agreement if the failure to perform the obligation is due to an event beyond our control, such as significant failure of a part of the power grid, significant failure of the Internet, natural disaster, war, riot, insurrection, epidemic, strikes or other organized labour action, terrorism, or other events of a magnitude or type for which precautions are not generally taken in the industry.

26. GOVERNING LAW

The Agreement is governed by the laws of the Province Of Ontario, which shall be the exclusive venue for all disputes arising out of the Agreement, and we each agree not to bring an action in any other venue. You waive all objections to this venue and agree not to dispute personal jurisdiction or venue in these courts. You agree that you will not bring or participate in any class action lawsuit against Pathway or any of its employees or affiliates. Each of us agrees that we will not bring a claim under the Agreement more than two years after the time that the claim accrued.

27. OTHER

If any part of the Agreement is found unenforceable by a court or other tribunal, the rest of the Agreement will nonetheless continue in effect, and we agree that the tribunal may reform the unenforceable part if it is possible to do so, in a manner which is consistent with the material economic incentives of the parties resulting in this Agreement. Each of us may enforce each of our respective rights under the Agreement even if we have waived the right or failed to enforce the same or other rights in the past. Our relationship is that of independent Order ors and not business partners. Neither of us is the agent for the other, and neither of us has the right to bind the other on any agreement with a third party.
The captions in the Agreement are for convenience only and are not part of the Agreement. In the event of a dispute between us regarding the interpretation of applicable law, policies or the AUP, Pathway's reasonable determination shall control. The use of the word "including" in the Agreement shall be read to mean "including without limitation. If you have made any change to the Agreement documents that you did not bring to our attention in a way that is reasonably calculated to put us on notice of the change, the change shall not become part of the Agreement. The Agreement may be signed in multiple counterparts, which, taken together, will be considered one original. Facsimile signatures, signatures on an electronic image (such as .pdf or .jpg format), and electronic signatures shall be deemed to be original signatures.

Legal Notice

By accessing or using this site and the facilities, services and software contained herein ("the contents"), you agree to be bound by the terms and conditions set forth below. If you do not wish to be bound by these terms and conditions, you may not access or use the site or its contents. 1429481 Ontario Inc. o/a Pathway Communications ("Pathway") may modify this agreement at any time, and such modifications shall be effective immediately upon posting of the modified agreement on the site. You agree to review the agreement periodically to be aware of such modifications and your continued access or use of the site shall be deemed your conclusive acceptance of the modified agreement.

The entire contents of this site are protected by international copyright and trademark laws. The owner of the copyrights and trademarks are Pathway, its affiliates or other third party licensors. You may not modify, copy, reproduce, republish, upload, post, transmit, or distribute, in any manner, the material on this site, including text and/or graphics without the express permission of Pathway. You may print and download portions of material from the different areas of the site solely for your own non-commercial use provided that you agree not to change or delete any copyright or proprietary notices from the materials.

Use Of This Site

All software available for download through this website owned and any site operated by Pathway are provided by third party software vendors pursuant to license agreements or other arrangements between such vendors and the end user. Pathway disclaims any responsibility for or liability related to the software.
The software is provided by Pathway "as is" and "with all faults." Pathway makes no representations or warranties of any kind concerning the quality, safety or suitability of the software, either expressed or implied, including without limitation any implied warranties of merchantability, fitness for a particular purpose, or non-infringement. Pathway makes no representations or warranties as to the truth, accuracy or completeness of any statements, information or materials concerning the software that is contained on and within any of the websites owned and operated by Pathway.
Although Pathway has a strict policy of checking all software made available for downloading using currently available technology, you should understand that Pathway cannot, and does not, guarantee or warrant that files available for downloading through this site will be free of infection or Viruses, Worms, Trojan horses or other code that manifest contaminating or destructive properties. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for accuracy of data input and output, and for maintaining a means external to the site for the reconstruction of any lost data.
There are inherent dangers in the use of any software available for download on the Internet, and Pathway cautions you to make sure that you completely understand the potential risks before downloading any of the software on this site. You are solely responsible for adequate protection and backup of the data and equipment used in connection with any of the software, and Pathway will not be liable for any damages that you may suffer in connection with using, modifying or distributing any of the software.
You assume total responsibility and risk for your use of the contents of this site. Pathway provides the contents, related information, and software "as is" and does not make any express or implied warranties, representations or endorsements whatsoever (including without limitation warranties of title or non-infringement, or the implied warranties of merchantability or fitness for a particular purpose) with regard to the service, any merchandise information or service provided through the service or on the Internet generally, and Pathway shall not be liable for any cost or damage arising either directly or indirectly from any use or transaction. It is solely your responsibility to evaluate the accuracy, completeness and usefulness of all opinions, advice, services, merchandise and other information provided through Pathway or on the Internet generally. Pathway does not warrant that the service will be uninterrupted or error-free or that defects in the service will be corrected.
In no event will Pathway be liable for any indirect, punitive, special, incidental or consequential damages however they may arise and even if Pathway have been previously advised of the possibility of such damages.

Indemnity

You agree to indemnify, defend and hold harmless Pathway, its officers, directors, employees, agents, licensors, suppliers and any third party software providers from and against all losses, expenses, damages and costs, including reasonable attorneys' fees, resulting from any violation of this Agreement (including negligent or wrongful conduct) by you or any other person accessing the Service.
This Agreement shall be governed by Canadian law.

Pathway Communications, its subsidiaries, affiliates, successors and assigns ("Pathway" and "We"), does not collect personal information about individual users ("You") except when such personal information is provided to us on a voluntary basis. Your privacy is important to Pathway and we are committed to protecting and safeguarding your personal information. Personal information may be gathered from the registration process for subscription or products and services and in connection with content submissions, a contest or sweepstakes registration, postings in discussion areas or other public areas, suggestions, voting/polling activities and transactional areas. We may request personal information from time to time in order to enable you to participate in and enjoy various Pathway product and service offerings.
This statement and the Privacy Code disclose Pathway's privacy practices and policies. By using Pathway's products and services, you agree to be bound by this Privacy Policy.

Personal Information

Personal information is information about an identifiable individual. This includes information about your product and service subscriptions, usage, billing records, credit information and any recorded complaints. Please note that, pursuant to federal privacy legislation, publicly available information - including a directory listing of your name, address, telephone number and electronic address - may be collected, used and disclosed without your consent. The customer's contact information may be used to contact the visitor when necessary and may be shared with other affiliated companies within Pathway who may want to contact our visitors. Only Pathway has access to your personal information.

Collection and Use of Information

We collect and use personal information about you and your use of our products and services and our web sites (the "Information") for the following purposes:

(i) to consider initiating and to establish, maintain and develop a responsible commercial relationship with you in connection with our offering and servicing of products and services;
(ii) to administer billing and accounting services and security measures in relation to your business with us;
(iii) to monitor your customer history, evaluate your credit standing, to share or exchange credit reports and information with credit reporting agencies and credit bureaus and to collect any unpaid amounts owing to us;
(iv) to promote and to market additional products, goods and services offered by us, including by means of direct marketing;
(v) to provide you with newsletters via email;
(vi) to provide personalized features and services;
(vii) to analyze traffic and use of the Pathway web sites in order to determine which features and services people like and don't like so that we can improve what we do;
(viii) to prepare aggregated user statistics or information summaries in order to describe our services to third parties such as prospective business partners and advertisers and for other lawful purposes;
(ix) to present web page advertisements that we hope will be of particular interest to you;
(x) to contact you to fulfill distribution of prizes if you win a promotion or contest; and
(xi) to comply with any legal and regulatory requirements, including requirements
(xii) to manage and develop our business and operations, including personnel and employment matters
(xiii) or requests of government agencies or pursuant to a subpoena or other legal proceeding.

If you choose not to provide the requested information, Pathway may not be able to offer you some of the personalized products and services that depend on this type of information to function.
We may request you to provide additional personal information such as your date of birth, SIN number, health card number or drivers license number. This information is obtained solely for security purposes such as identifying you when you call us with respect to your account and services. You do not have to provide it to us, but if you do, it will help us to ensure that we take instructions with respect to your account only from you.
You consent to our collection from, verification with and communication to, any third party and our use of, the Information for the above purposes. You also authorize these parties to give us the Information. In addition, you agree that we may disclose Information to:

(i) any person who, in our reasonable judgment, is seeking the Information as your agent or
(ii) a person involved directly or indirectly in supplying the product or service to you, including, without limitation, our sales and marketing agents, to the extent the Information is required and used only for such purposes, including the efficient supply of products and services to you, and provided that such person is required to keep the Information confidential; or
(iii) a person retained by us to collect amounts which you owe us or to enforce our rights under our terms of service, if the Information is required for, and is to be used only for that purpose and that person is required to keep such Information confidential.

We may also use Information in our records for as long as it is needed for the purposes described above and your consent remains valid after the termination of our relationship with you.
We reserve the right to conduct statistical analyses of your behavior and characteristics in order to measure interest in and use of Pathway's products and services, Pathway's proposed products and services, the Pathway web sites and the Internet and to provide advertisers with information such as the number of users that have been exposed to or clicked on their advertising banners. We will provide only aggregated data from these analyses to third parties. Also, you are advised that we may permit third parties to offer subscription and/or registration-based services through the Pathway web sites. We are not responsible for any actions or policies of such third parties and you should check the applicable privacy policy of each such third party when providing personal information. We are also not responsible for any actions of any third party sites that you access through the Pathway web sites and the Internet and you are responsible for checking the applicable privacy policy of such third party sites.

Use of "Cookies"

"Cookies"are parcels of text sent by a server to a web browser and then sent back unchanged by the browser each time it accesses that server. Cookies are used for authenticating, tracking, and maintaining specific information about users. We use cookies so that we may:
Estimate our audience size. Your browser is given a unique cookie that helps us determine whether yours is a repeat visit or a first visit. Compile aggregate data that will permit content improvements and targeted advertising.
Cookies cannot extract information from your hard disk. You should be aware that we cannot control or prevent the use of cookies or any information obtained through such cookies by advertisers or third party content providers. If you do not want information collected through the use of cookies, most browsers permit you to disable the cookie feature. However, you are advised that cookies may be required for the use of certain features on the Pathway web sites.

Access to Information

Occasionally, we may or any of our advertisers or partners may host a contest or promotion where it will be your option to enter and your option to provide the requested information. Data collected during a promotion or contest is typically shared with the sponsor or co-sponsor. If you do not want your data to be shared, you can choose not to participate in the promotion or contest. Children under the age of majority must get parental or legal guardian permission before providing any information for contests or promotions.
Pathway may disclose, on a confidential basis, to any third party with whom we have business relations, certain relevant information relating to your dealings with us and our products and services. Pathway does not sell or redistribute your Information. Pathway may enter into third party agreements from time to time for the purposes of providing you with goods and services we think may interest you and may share your Information with these third parties solely for these purposes. We may share Information with potential business partners of, or investors in, Pathway. All such disclosure is made solely under a confidentiality agreement with the third party who is required not to disclose or use the Information for any other purpose other than is necessary to fulfill the agreement with Pathway.
Please note that Pathway's web sites contain links to other sites and occasionally allow other sites to be co-branded with Pathway. We cannot represent or guarantee that other sites' privacy policies conform to our own, so please note that sites linked from Pathway's web sites may have privacy policies which differ from those of Pathway. Pathway's privacy policy does not cover third party data collection and Pathway does not assume any responsibility for the actions of any third parties. You should make every effort to read the individual privacy policies of the partners, advertisers or co-sponsors. You may opt out of sharing your information with such partners, advertisers or co-sponsors by choosing not to use their service or content. Any submissions to Internet discussion areas or other public Internet areas on the Pathway web sites are accepted with the understanding that they are accessible to all third parties. If you do not want your comments to be viewed by third parties, you are advised not to make any submissions on the Internet.

Mailing Lists

We reserve the right to contact you regarding account status, billing notifications, account renewal, changes to any Pathway product and service offerings, and other matters relevant to the underlying service and/or the personal information collected.
When your Internet account is established with us, your primary email address and subsequent email addresses created by you are automatically subscribed to the following mailing lists:

Emergency systems status notifications, network alerts and virus warnings from Technical Support and Customer Services
Special offers, product upgrades, new service or product offerings and marketing newsletters from Pathway

Security Measures

Pathway has reasonable security measures in place to protect against loss, misuse and interception by third parties. While Pathway cannot guarantee that loss, misuse or alteration to data will not occur, we make every effort to prevent such occurrences. Pathway assumes no liability for interception, alteration or misuse of information transmitted over the Internet. We will keep your Information in secure data storage in order to safeguard it from unauthorized access. We will keep your Information for as long as it remains necessary or relevant for the identified purposes or as required by law.
You are responsible for the security of your Internet Username and Password. At the time of signing up for new Internet services, Pathway may provide new customers with a standard password that is required to activate the service. Pathway strongly recommends that you do not divulge your Username and/or Password to anyone. You should log out of your browser at the end of each computer session to ensure that others cannot access your personal information and correspondence, especially if you share a computer or are using a computer in a public place.
You should also be aware that when personal information is voluntarily disclosed (i.e. Username, e-mail address, etc.) in the discussion areas or other public areas of the Pathway web sites and the Internet, that information, along with any information disclosed in your communication, can be collected and used by third parties and may result in unsolicited messages from third parties. Such activities are beyond our control. Pathway cannot ensure and/or warrant the security of any Information transmitted online. You are advised that conveying personal information online is done at your own risk and you remain solely responsible for maintaining the secrecy of Usernames, Passwords and/or any account and/or credit information.
We reserve the right to change this Customer Privacy Policy at any time and you are advised to check this page periodically for any changes. Your continued use of Pathway's products and services, the Pathway web sites and the Internet will constitute your acceptance of such changes.

Summary of Privacy Principles

In compliance with the Personal Information Protection and Electronic Documents Act that came into effect on January 1, 2001, Pathway has adopted for the management of personal information of its customers and employees that we collect, use or disclose. These principles are in accordance with the Personal Information Protection and Electronic Documents Act and the ten principles of Canadian Standards Association Model Code for the Protection of Personal Information (the "Privacy Principles").

Principle 1 - Accountability
Pathway is responsible for personal information under their control and shall designate one or more persons who are accountable for compliance with the following principles.
Principle 2 - Identifying Purposes
The purposes for which personal information is collected shall be identified by Pathway at or before the time the information is collected.
Principle 3 - Obtaining consent
The knowledge and consent of a customer or employee are required for the collection, use or disclosure of personal information, except where inappropriate.
Principle 4 - Limiting Collection
The collection of personal information shall be limited to that which is necessary for the purposes identified by Pathway. Pathway shall collect personal information by fair and lawful means.
Principle 5 - Limiting use, disclosure and retention of personal information
Pathway shall not use or disclose personal information for purposes other than those for which it was collected, except with the consent of the individual or as required by the law. Personal information shall be retained only as long as necessary for fulfilment of those purposes.
Principle 6 - Accuracy of personal information
Personal information shall be as accurate, complete, and up-to-date as is necessary for the purposes for which it is to be used.
Principle 7 - Security safeguards
Personal information shall be protected by security safeguards appropriate to the sensitivity of the information.
Principle 8 - Openness concerning policies and Practices
Pathway shall make readily available to customers and employees specific information about its policies and practices relating to the management of personal information.
Principle 9 - Customer and employee access to personal information
Pathway shall inform a customer or employee of the existence, use and disclosure of his or her personal information upon request and shall give the individual access to that information. A customer or employee shall be able to challenge the accuracy and completeness of the information and to have it amended as appropriate.
Principle 10 - Challenging compliance
A customer or employee shall be able to address a challenge concerning compliance with the above principles to the designated person or persons accountable for the Pathway's compliance with the Code.

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