1. TERMINOLOGY
1. For the purpose of this document:
a) ("ECOMMERCE SERVICES") describes the SHOPPING CART and CREDIT CARD VERIFICATION SYSTEM (CCVS) setup by the-Wire along with a secure THAWTE CERTIFICATE.
b) ("the-Wire") refers to 1012365 Ontario Inc.
c) ("ACCOUNT HOLDER") includes any individual, partnership, firm, department, agency, government, or organization -- and the legal representatives of such -- that have provisioned ECOMMERCE SERVICES from the-Wire.
d) ("SHOPPING CART ") used by the-Wire for ECOMMERCE SERVICES is the SHOPPING CART designed and installed by the-Wire and comprised of templates written with a blend of HTML and Boiler Plate PERL.
e) ("CCVS") refers to the Credit Card Verification System supported by Red Hat Inc.
f) ("SECURE CERTIFICATES") refers to secure SSL digital certificates provided by Thawte Consulting (Pty) Ltd.

2. TERMS OF SERVICE
2.1. Usage of any ECOMMERCE SERVICES after activation will be deemed to constitute acceptance of the terms and conditions contained herein.
2.2. The benefits conferred by this agreement are non-transferable and use of any ECOMMERCE SERVICES is expressly limited to the individual or business whose name appears on the SECURE CERTIFICATE associated with the shopping cart.
2.3. ECOMMERCE SERVICES require:
a) ACCOUNT HOLDER to set up a Merchant Account that is authorised by the ACCOUNT HOLDER’s financial institution to do electronic point of sale transactions.
b) the-Wire to register and activate a SECURE CERTIFICATE for the ACCOUNT HOLDER’s domain and to this end the ACCOUNT HOLDER must provide –the-Wire- with proof of organisational name and proof of right to use the domain name. (See www.thawte.com/certs/server/docs.html).
c) Integration of the-Wire’s SHOPPING CART with the CCVS. –The-Wire- does not support and will not integrate any other shopping cart with this CCVS.
2.4. ACCOUNT HOLDERS must prominently display a Shipping and Handling Policy that include a Returns Policy within the website and shopping cart for ECOMMERCE SERVICES to be enabled.
2.5. ACCOUNT HOLDER whose website is designed with frames that keep the URL as http://www.domain.com must amend the HTML to launch a new browser window for the SHOPPING CART check out page to illustrate the URL is secured as commonly understood by the padlock symbol displayed by the browser and the https:// versus http:// URL.
2.6. ACCOUNT HOLDER must link SHOPPING CART pages to http://shop.domain.com and not https://shop.domain.com to avoid excessive server load and very slow page loading due to the unnecessary encryption of all SHOPPING CART data.
2.7. To add functionality to the SHOPPING CART, -the-Wire- reserves the right to update SHOPPING CART templates at our sole discretion.
2.8. ACCOUNT HOLDER is responsible for a basic working knowledge of his/her computer operating system and –the-Wire-‘s technical support representatives are not responsible for general computer support. Any assistance given to the customer, outside the bounds of Internet connectivity, is at the discretion of the representative.
2.9. Two hours of technical assistance are included with the ECOMMERCE SERVICES specifically to populate the SHOPPING CART with products and customise the look and feel of the SHOPPING CART. Extra support time is billable at a rate of $75 per hour.
2.10. The-Wire’s CCVS and SHOPPING CART are not transferrable to another Internet Provider. The-Wire cannot vouch that a SECURE CERTIFICATE can be moved to another Internet Provider for reasons explained by Thawte (https://www.thawte.com/support/server/general.html#moveisp).

3. RULES AND REGULATIONS
3.1. The ACCOUNT HOLDER agrees to abide by all the rules and regulations governing the use of the ECOMMERCE SERVICE as issued or adopted by the-Wire from time to time and furnished to the ACCOUNT HOLDER.
3.2. the-Wire reserves the right to change without notice the ECOMMERCE SERVICES supplied by the-Wire, including, but not limited to, access procedures, commands, menu formats, and this documentation.
3.3. ACCOUNT HOLDER of -the-Wire- must be 18 years of age or older and the ACCOUNT HOLDER warrants that he or she is 18 years of age or older.
3.4. ACCOUNT HOLDER agrees to follow the Acceptable Use Policy (AUP) of all networks and services the ACCOUNT HOLDER connects to including the-Wire.
3.5. ACCOUNT HOLDER is responsible for use of all ECOMMERCE SERVICES and confidentiality of password(s) associated with them; -the-Wire- will suspend access or change access to ACCOUNT HOLDER SERVICES upon notification by ACCOUNT HOLDER that his/her password has been lost, stolen, or otherwise compromised.
3.6. the-Wire reserves the right to monitor and if necessary delete information entered onto -the-Wire- by ACCOUNT HOLDER. the-Wire shall have the right, but shall not be obligated, to edit such information.

4. LIMITATIONS OF LIABILITY
4.1. -the-Wire-'s ECOMMERCE SERVICES is provided on an "as is, as available" basis and no warrantees, expressed or implied, including but not limited to those of merchantability or fitness for a particular purpose, are made with respect to the-Wire or any information or software therein. IN NO EVENT SHALL THE-WIRE OR ITS RESPECTIVE SUPPLIERS OR AFFILIATED COMPANIES BE LIABLE FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES ARISING WHATSOEVER RESULTING FROM LOSS OF USE, DATA, OR PROFITS, WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE OR OTHER TORTIOUS ACTION, ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF WEBSITES EVEN IF THE-WIRE OR THE-WIRE‘s AUTHORISED REPRESENTATIVE HAS BEEN NOTIFIED ORALLY OR IN WRITING OF THE POSSIBILITY OF SUCH DAMAGE.
4.2. Specifically, the-Wire shall not be responsible for any reimbursement of any kind for losses of income or any consequential damages due to disruption of ECOMMERCE SERVICES by the-Wire or its providers.
4.3. Neither the-Wire nor its providers are responsible for damages arising from use of the-Wire, or by inability to use the-Wire's ECOMMERCE SERVICES.
4.4. Specifically, -the-Wire-does not warrant:
a) uninterrupted working of the ECOMMERCE SERVICES or other communication transmission services or software provided by the-Wire or its respective employees or agents;
b) uninterrupted working of the transmission services or equipment of any other communications or telephone company, carrier, or system whose services or equipment are utilized by the-Wire, its affiliates, or by any ACCOUNT HOLDER in connection with the service.
4.5. If an interruption or complete failure of the-Wire's transmission services shall occur that results in an interruption or complete failure of the service or other telecommunications transmission service that -the-Wire-provides to the ACCOUNT HOLDER, the-Wire shall:
a) in the case of such an interruption to or failure of transmission service lasting 12 hours or more from the time the-Wire is advised of the interruption or failure, make a refund of time proportionate to the length of the interruption or failure of service; and
b) in the case of interruption to or failure of message service, make a refund of time, computed from when the-Wire is advised of the interruption or failure;
provided, however, these undertakings represent the sole extent of liability of the-Wire and its directors, officers, employees, agents, and subcontractors.
4.6. The limitations of liability set forth herein apply equally to data, voice, ecommerce vand other telecommunications transmission services provided to the ACCOUNT HOLDER by any other Internet service operator pursuant to any agreement entered into by the-Wire and such other Internet communications service operator.
4.7. In this regard, this section is to be read as if every reference to the-Wire includes a reference to such other data communications service operator(s).
4.8 The SECURE CERTIFICATE provided by Thawte Consulting uses an industry standard 128 bit SSL encryption of the data sent between the end-users browser and our servers. The-Wire does not warranty that such encryption is unbreakable.

5. RATES AND CHARGES
5.1. the-Wire reserves the right to change the prices of ECOMMERCE SERVICES on 30 days notice published online, and online rates and prices are incorporated into this document by inference.
5.3. SECURE CERTIFICATE, CCVS and PGP SOFTWARE setup fees are non-refundable.
5.4. All setup fees and a minimum 6 month commitment fee are due at the start of service. Yearly prepaid contracts receive one free month.
5.5. Transactions in excess of the free credit card transactions will be extra-billed at the rate of $0.30 per extra transaction.
5.6. Shopping cart pricing is tiered according to the number of products and fees increase as the number of products increase.
5.7. ACCOUNT HOLDER is billed for yearly renewal of the Thawte certificate and CCVS support licence.
5.8. Failure to respond to communications about billing or extra-billing will be considered an "Event of Default" (see 6. below) and may result in suspension of service and a re-connection penalty fee.

6. TERMINATION OF SERVICE
6.1. If an "event of default" occurs (as defined below), the-Wire, at its absolute discretion, may terminate provision of the service to the ACCOUNT HOLDER.
6.2. The occurrence of any one of the following shall constitute an event of default:
a) failure by the ACCOUNT HOLDER to pay all charges within five days of the due date specified by the-Wire;
c) breach of any aspect of this agreement by the ACCOUNT HOLDER;
d) the ACCOUNT HOLDER having recourse or being subject to any statute of bankruptcy, insolvency, or winding up
e) performance of activities harmful to the-Wire's ACCOUNT HOLDER's, employees, vendors, business relationships, or other users of the Internet.
f) termination of the ACCOUNT HOLDER’S Merchant Account for non-performance of obligations or breach of the Merchant Account contract or any substantial and unresolved complaints from the public that the ACCOUNT HOLDER is in breach of its own web published Terms of Service, Shipping and Handling Policy or credit card return policy where the-Wire feels that the ACCOUNT HOLDER is acting in bad faith with respect to the public.

7. ACCEPTABLE USE POLICY
7.1. ACCOUNT HOLDER shall not use the-Wire's ECOMMERCE SERVICES to take any actions or make any statements that:
a) infringe on any third party's copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy;
b) violate any applicable law, statute, ordinance or regulation (including without limitation those regarding export control);
c) are defamatory, trade libelous or unlawfully threatening;
d) are pornographic or obscene;
e) violate any laws regarding unfair competition, anti-discrimination or false advertising, or
f) result in the distribution of viruses, trojan horses, worms, time bombs, cancelbots or other similar harmful or deleterious programming routines.
7.2. ACCOUNT HOLDER may not use the-Wire‘s services to distribute any bulk unsolicited e-mails or otherwise cause an excessive or disproportionate load on the-Wire's suppliers' infrastructure.
7.3. Use of any information obtained via the ECOMMERCE SERVICES is at your own risk. The-Wire and its suppliers specifically deny any responsibility for the accuracy or quality of information obtained through their services.

8. MISCELLANEOUS
8.1. All arrangements by which the-Wire provides access to the Internet shall be governed by the laws of the Province of Ontario and every ACCOUNT HOLDER agrees to use the ECOMMERCE SERVICES in a manner consistent with any and all applicable laws.
8.2. Non-enforcement of any section of this agreement does not constitute consent and the-Wire reserves the right to enforce this agreement at its sole discretion.
8.3. The limitations on liability in this agreement and the ACCOUNT HOLDER obligations specified herein shall survive the expiry or other termination of this agreement.
8.4. The ACCOUNT HOLDER acknowledges that there are no other terms and conditions of their service arrangement except as are expressly contained or deemed to be contained herein or expressly incorporated herein by reference.
8.5. Except as provided herein, these terms of service may not be amended except in writing and shall be binding upon and enure to the benefit of the parties hereto, their permitted successors and assigns (and their enures).
8.6. If any one or more paragraphs in this document are found to be unenforceable or invalid, the ACCOUNT HOLDER and -the-Wire-'s agreement on all other paragraphs shall remain valid.
8.7. The ACCOUNT HOLDER acknowledges that clerical errors shall not affect the validity of this agreement.

I HAVE READ AND UNDERSTAND THE FOREGOING ECOMMERCE SERVICES AGREEMENT WITH -THE-WIRE AND AGREE TO BE BOUND BY ALL OF ITS TERMS.

Dated the _______ day of ___________ , 2000.

[Your Company Name]

per: ________________________________

Block Letters: ________________________

I have authority to bind the corporation.

1012365 ONTARIO INC. (The-Wire)

per: ________________________________

Block Letters: ________________________

I have authority to bind the Corporation.

PLEASE READ CAREFULLY. THESE AGREEMENTS IMPOSE OBLIGATIONS UPON YOU.