BY USING THIS SERVICE WITH niagara.com
YOU AGREE TO THE FOLLOWING TERMS AND CONDITIONS

1. DEFINITIONS Throughout this agreement:

"Customer" means a Person who uses, receives or is given access to any service from niagara.com;

"niagara.com" means anyone related to or affiliated with niagara.com, including its employees, agents,
representatives, dealers, subcontractors or suppliers.

"Person" includes individuals, partnerships, firms, corporations, proprietorships, government departments or
agencies and the legal representatives of such person.

"Service" means data transmission and communications access which niagara.com furnishes, and any related
hardware, software, labour, advice and consultations.

"Dial-up" means connections established via a standard modem and regular telephone line. Dial up data transfer
rates can vary depending on telecommunications conditions.

"Data Transfer Rates" with residential DSL service will provide you with up to a maximum of 5000 Kbps
downstream and up to 800 Kbps upstream. Upstream refers to data from your computer. Downstream refers to data
to your computer. The speed performance that you will experience at any time is dependent on DSL line
conditions and other Internet factors such as Web site congestion, especially for those very popular, very
busy sites. niagara.com does not guarantee that you will achieve maximum data transfer rates at any time.
Bandwidth Limitations are limits to the total aggregate data trasfered on either the downstream traffic or
upstream traffic. Limitations are calculated in GB/month. Limitations for residential ADSL clients is subject
to enforcement at any time. Limits for Residential are locked at 15 GB/month per stream (down/up) and 25
GB/month per stream (down/up) for Business.

2. SUBSCRIPTION: Upon niagara.com's acceptance of this Agreement, the agreement shall constitute a
   subscription by the Customer for the Service.

3. RULES & REGULATIONS
a) The Customer agrees to strictly abide by all the Rules and Regulations niagara.com may issue or adopt, from
   time to time.
b) niagara.com will make these Rules and Regulations available to the Customer through its website at:
   http://www.niagara.com/aup
c) The Rules and Regulations are subject to change at any time without notice. All changes are binding on the
   Customer as soon as niagara.com makes them available.
d) By using or having access to the Service, the Customer acknowledges responsibility for reading the Rules
   and Regulations currently in effect or modifications made periodically.
e) Connectivity is provided for the Customer only. The customer shall not resell connectivity to any other
   person.

4. RATES AND CHARGES
a) The Customer agrees to pay niagara.com for the use of the Service at the time and in the amounts specified
   herein.
b) The rates for the Service are set out in niagara.com's current RATE SHEET. niagara.com has furnished the
   Customer with the current RATE SHEET with this Agreement. All changes will be binding on the Customer as soon
   as niagara.com makes the revised RATE SHEET available on its web site.
d) The Customer shall pay all fees, rates, charges, and other amounts in accordance with the RATE SHEET
   current at the time the Customer uses the Service from niagara.com.
e) Service is invoiced by e-mail in advance. The Customer shall pay prior to the beginning of the period for
   which Service is provided (pre-paid service).
f) Unused connection time for any month or block of service cannot be transferred to another month or block of
   service.
g) All pre-purchased usage and setup fees are non-refundable.

5. LIMITATION OF LIABILITY
a) The Customer assumes all risk and liability for loss or damage arising through the use of the service. The
   Customer agrees to indemnify and hold niagara.com harmless from and against any claims arising from use of the
   service

6. RENEWAL AND TERMINATION OF THIS AGREEMENT
a) This agreement shall automatically renew for successive monthly terms on the expiry of the initial
   subscription period month, unless the Customer or niagara.com gives the other notice of termination as
   specified in the following paragraph.
b) This Agreement may be terminated without cause by either the Customer or niagara.com on 30 days written
   notice. Such notice shall be sent to the address on the previous page by courier or by registered mail.
   Alternatively, notice may
   be given via e-mail to ICN at sales@niagara.com, (this address is subject to change), and to the Customer at
   its niagara.com e-mail address.
c) If the Customer defaults under this Agreement or breaches it in any way:
   i) niagara.com reserves the right to cancel all or any portion of the Service to the Customer immediately,
      without notice. niagara.com shall have the sole discretion and right to determine whether there has been any
      default or breach by the Customer;
   ii) the Customer agrees to pay all of niagara.com's expenses reasonably incurred in enforcing this Agreement,
       including service charges, late payments, NSF, legal and collection agency fees.
d) Notwithstanding the termination hereof the Customer agrees to pay forthwith all amounts owing under this
   Agreement to niagara.com at the date of termination and to return any and all rental equipment (e.g. DSL modem
   kits and peripherals);
e) The Customer has a period of seven days to terminate the contract without penalties on prepaid services.

7. ADDITIONAL TERMS AND CONDITIONS
a) This Agreement shall in all respects be governed by and interpreted pursuant to the law of the Province of
   Ontario.
b) The Customer acknowledges that this Agreement is the complete and exclusive understanding between parties
   relating to the Service. This Agreement supersedes all prior agreements, oral or written, and all other
   communications between the parties.
c) Any use by the Customer of the Service constitutes the Customer's binding acceptance of this Agreement.
d) The Customer shall pay interest at 2% per month (24% per annum) on any outstanding balance.
e) This Agreement shall be binding upon and for the benefit of the parties hereto, their lawful successors and
   assigns.

8. LIMITATION OF LIABILITY
a) niagara.com does not warrant:
   i) Uninterrupted working of the Service or other communication transmission services, equipment or software
      that niagara.com provides, rents, or sells;
   ii) Uninterrupted working or data transfer rates of the transmission services or equipment of any other
       communications or telephone company, carrier or system whose services or equipment niagara.com or any Customer
       in connection with the Service utilizes; or
   iii) The privacy of any communications relying in whole or in part on the Service or other communication
        transmission service or equipment which niagara.com provides, rents, or sells, or on the transmission services
        or equipment of any other telecommunications or telephone company, carrier or system whose services or
        equipment niagara.com, or any customer in connection with the Service utilizes;
        and no such warranty or condition, whether expressed or implied by statute or otherwise, shall form a term or
        condition upon and under which niagara.com offers such transmission service or equipment to any Customer, user
        or any other Person.
b) niagara.com shall not be liable to any Customer or any other Person for any damages or loss whatsoever
   (including without limitation, direct, indirect, special incidental or consequential damage or damages for
   damage to or loss of property, loss of earnings, loss of profits, loss of business opportunities, personal
   injury, mental suffering, or loss of life) howsoever arising or resulting out of the provision or the use or
   in connection with the Service or telecommunications transmission service or out of the use or installation or
   equipment or software niagara.com provides, rents, sells, or installs including, without limitation from
   defects, malfunctions or complete breakdown in transmission; incorrect installation or operation of
   transmission equipment or facilities; or from negligent, tortuous or delictual conduct of niagara.com or any
   other act or omission which might give rise to a civil cause or action.
c) If an interruption or complete failure of niagara.com's transmission services shall occur that results in
   an interruption or complete failure of the Service or other telecommunications transmission service that
   niagara.com provides to the Customer, niagara.com shall, in the case of such an interruption to or failure of
   transmission service lasting 24 hours or more from the time niagara.com is advised of the interruption or
   failure, make a refund of charges proportionate to the length of the interruption or failure of service.
   Provided however these undertakings represent the sole extent of liability to niagara.com.
d) The limitations of liability set forth in paragraph (a) hereof apply equally to data, voice, and other
   telecommunications or transmission services provided to the Customer by any other Internet Service operator
   pursuant to any agreement niagara.com enters into with such other Internet communications service operator. In
   this regard, paragraph (b) is to be read as if every reference to niagara.com includes a reference to such
   other data communication service operator (it being acknowledged by each of the parties that for the purposes
   of this paragraph only. niagara.com is contracting as agent on behalf of such other Internet service
   operator(s)).

9. SURVIVAL
a) The limitations of liability and the Customer's obligations as set out above shall survive the expiry or
   other termination of this Agreement.
b) niagara.com's rates and charges may be subject to the Canadian Radio-Television and Telecommunications
   Commission's (CRTC) approval. Notwithstanding anything to the contrary herein contained, ICN may also
   terminate Service to the Customer and this Agreement without notice to the Customer if performing this
   Agreement would result in non-compliance with any applicable statue or regulation or the regulations or
   requirements of the CRTC or other regulatory authority having jurisdiction.
c) Time is of the essence with respect to this Agreement and no waiver by niagara.com of any default shall
   constitute a waiver of any other default by the Customer or waiver of niagara.com's rights. Except as provided
   herein, this Agreement may not be amended except in writing and shall be binding upon and ensure to the
   benefit of the parties hereto, their permitted successors and assigns.
d) If any provision of this Agreement is determined to be unenforceable or invalid, that unenforceability or
   invalidity shall not affect the remaining portions of this Agreement and such unenforceable or invalid
   provision shall be deemed to be severed from the remainder of this Agreement.

RULES AND REGULATIONS
1) The customer shall only use the niagara.com services for lawful purposes. Transmission of any data in
   violation of any federal or provincial law is prohibited. This includes, but is not limited to, data of any
   kind that is copyright protected, defamatory, threatening, obscene or protected by trade secret or governed by
   security prohibition. Damage to any computers or network accessed through your connection is a violation of
   the Canadian criminal code.
2) The Customer shall comply with the rules of any system or network accessed through niagara.com. The
   Customer shall be responsible for locating and becoming familiar with such rules and regulations and abiding
   by them.
3) The Customer shall refrain from sending unsolicited e-mail (commonly known as SPAM) about any product,
   service, or information. The sending of such unsolicited mail will not be tolerated and will result in the
   immediate locking of the Customer's account and the assessment of fees associated with the time required for
   niagara.com's staff to clean up the damages caused by the sending of such communications. No compensation for
   time locked will be provided. niagara.com shall have the sole authority to determine whether or not the
   account will be re-opened.


niagara.com VoIP Services

1. EMERGENCY SERVICES - 911 Dialing through VoIP

1.01 Non-Availability of Traditional 9-1-1 or E9-1-1 Dialing Service.

1.1 Non-Availability of Traditional 911 or E911 Dialing Service. niagara.com offers a form of 911
    service (911 Dialing) that is similar to traditional 911 service but has some important differences and
    limitations when compared with enhanced 911 service (E911) available in most locations in conjunction
    with traditional telephone service. With both traditional 911 and E911 service, your call is sent directly
    to the nearest emergency response centre. In addition, with E911 service, your call-back number and address
    are visible to the emergency response centre call-taker. With niagara.com's 911 service, your call is sent
    to a national emergency call centre. The call centre operator will request or confirm your location
    information and then transfer your 911 call to the emergency response centre nearest your location. You
    should be prepared to provide or confirm your address and call-back number with the operator. If you use
    a SoftPhone, your 911 calls will be routed to the national emergency response centre, however, emergency
    personnel do not receive your phone number or physical location information. Do not hang up unless told
    directly to do so and if disconnected, you should dial 911 again.

1.2 Registration of Physical Location Required. You should ensure your location information, when
    registered with niagara.com, is kept current at all times. In case you are not able to speak during the
    911 call, the call taker would dispatch emergency response vehicles to your last registered address. You
    need to update your 911 Dialing information if you move your device to a different location and/or if you
    add a new line to your account. Regardless of what address you register for a SoftPhone, the national
    emergency response centre does not receive your phone number or physical location information when you
    place a 911 call. Your 911 Dialing service is activated when you subscribe to niagara.com service.

1.3 Service Outages. 911 Dialing service will not function in the event of a power or broadband outage
    or if your broadband, ISP or niagara.com service is suspended or disconnected. Following a power failure
    or disruption, you may need to reset or reconfigure your Device prior to utilizing the service, including
    911 Dialing.

1.4 Re-Registration Required if You Change Your Number or Add or Port New Numbers. You must successfully
    register your location of use for each changed, newly added or newly ported number in order for 911 Dialing
    to function as intended. Regardless of what address you register for a SoftPhone, the national emergency
    response centre does not receive your phone number or physical location information when you place a 911
    call.

1.5 Network Congestion; Reduced Speed for Routing or Answering 911 Dialing Calls. There may be a greater
    possibility of network congestion and/or reduced speed in the routing of a 911 Dialing call made utilizing
    the Service as compared to traditional 911 Dialing over traditional public telephone networks.

1.6 Conveying Limitations to other household residents and guests. You should inform any household
    residents, guests and other persons who may be present at the physical location where you utilize the
    niagara.com service, of the important differences in and limitations of VoIP 911 Dialing service as
    compared with E911 service, as set out above.

1.7 Disclaimer of Liability and Indemnification. We do not have any control over whether, or the manner
    in which, calls using our 911 Dialing service are answered or addressed by any local emergency response
    centre. We disclaim all responsibility for the conduct of local emergency response centres and the national
    emergency calling centre. We rely on third parties to assist us in routing 911 Dialing calls to local
    emergency response centres and to a national emergency calling centre. We disclaim any and all liability
    or responsibility in the event such third party data used to route calls is incorrect or yields an erroneous
    result. Neither niagara.com nor its officers or employees may be held liable for any claim, damage, or
    loss, and you hereby waive any and all such claims or causes of action, arising from or relating to our
    911 Dialing service unless such claims or causes of action arose from our gross negligence, recklessness
    or willful misconduct. You shall defend, indemnify, and hold harmless niagara.com, its officers, directors,
    employees, affiliates and agents and any other service provider who furnishes services to you in connection
    with the Service, from any and all claims, losses, damages, fines, penalties, costs and expenses (including,
    without limitation, legal fees and expenses) by, or on behalf of, you or any third party relating to the
    absence, failure or outage of the Service, including 911 Dialing, incorrectly routed 911 Dialing calls,
    and/or the inability of any user of the Service to be able to use 911 Dialing or access emergency service
    personnel.

1.8 Alternate 911 Arrangements. If you are not comfortable with the limitations of the 911 Dialing
    service, you should consider having an alternate means of accessing traditional 911 or E911 services or
    disconnecting the Service.

Prohibited Uses of our VOIP Service
 Unlawful
 Call Centers
 Auto-dialing
 Continuous or extensive call forwarding
 Fax or voicemail broadcasting
 Telemarketing or Mass Solicitations
 Fax or voicemail blasting
 Continous Call Conferencing
 Spamming

niagara.com, 39 Queen Street Suite 406, St. Catharines, ON. L2R 5G6
Voice: 905-988-9909 Fax: 905-988-1090
www.niagara.com
E-mail: sales@niagara.com
June 2010