PREAMBLE
WHEREAS the Client wishes to entrust the ISP with the hosting of its Web site;
WHEREAS, for good and valuable consideration, the ISP agrees to provide the Client with Web site hosting and other services as specified herein;
WHEREAS the Parties wish to evidence their agreement in writing;
WHEREAS the Parties are duly authorized and have the capacity to enter into and perform this Agreement;
NOW THEREFORE, THE PARTIES AGREE AS FOLLOWS:

1. PREAMBLE
   The preamble hereto shall form an integral part hereof.
2. OBJECT
   
   1. Services
      The ISP undertakes to provide the Client with the following services (hereinafter referred to as the "Services"):
      1. to register with the appropriate organization, on behalf of the Client, the domain name indicated in the specifications attached to this Agreement as Schedule "A" (hereinafter referred to as the "Specifications") or, if unavailable, any other registrable domain name proposed by the Client, in relation to the Client's Web site (hereinafter referred to as the "Web Site");
         OR
         to entrust the appropriate organization with the routing of the domain name indicated in the specifications attached to this Agreement as Schedule "A" (hereinafter referred to as the "Specifications"), in relation to the Client's Web site (hereinafter referred to as the "Web Site");
         OR
         to grant to the Client's Web site (hereinafter referred to as the "Web Site"), for the term of this Agreement, the sub-domain name indicated in the specifications attached to this Agreement as Schedule "A" (hereinafter referred to as the "Specifications");
         OR
         to grant to the Client's Web site (hereinafter referred to as the "Web Site"), for the term of this Agreement, the index name indicated in the specifications attached to this Agreement as Schedule "A" (hereinafter referred to as the "Specifications");
      2. to install and set up the Web Site on the ISP's Web server (hereinafter referred to as the "Web Server"), according to the Specifications including, but without limitation, the installation and configuration, if such is the case:
         • of the Web Site pages (hereinafter collectively referred to as the " Web Pages");
         • of its graphic elements including, without limitation, the texts, drawings, icons, images, graphics, pictures, charts and other elements indicated in the Specifications (hereinafter referred to as the "Graphic Elements");
         • of its software components including, where applicable but without limitation, the scripts, applets, applications, programs, database management engines and multimedia components (hereinafter referred to as the "Software Components"), as long as they have previously been verified and approved by the ISP's technicians,
         the Web Pages, Software Components and Graphic Elements (the ones to be handed to the ISP by the Client in accordance with the Specifications as well as the ones to be installed in the future) hereinafter collectively referred to as the "Web Folder";
      3. to carry out testing on the Web Site;
      4. to provide the Client with a username and a password to access to the Web Site reserved area on the Web Server, in FTP ("File Transfer Protocol") and Telnet modes;
      5. to provide the Client with the e-mail address(es) stated in the Specifications;
      6. to host the Web Site for the term stated in the Specifications, subject however to the respect of all the Client's obligations including the payment of any amount due to the ISP, according to the terms and conditions of payment stated in the Specifications;
      7. to provide the Client and his designated employees with the training required in the Specifications;
      8. to provide the Client with the information and documentation respecting the access and operation of the Web Site;
      9. to provide the Client with technical support in accordance with the Specifications.
3. CONSIDERATION
   
   1. Price
      With respect to the Services and other services to be provided, the Client shall pay the ISP the price indicated in the Specifications, plus any applicable taxes.
   2. Billing
      The ISP shall send all invoices to the Client's address indicated in the Specifications or to any other address the Client may communicate to the ISP following the signing of this Agreement.
   3. Terms and Conditions of Payment
      The price is payable by the Client to the ISP according to the terms and conditions of payment indicated in the Specifications.
4. SPECIAL PROVISIONS
   
   1. Parties' Representatives
      Each party acknowledges that the person appointed in the Specifications (or any substitute following a notice sent to the other party to that effect) represents that party and has full power to act, make decisions, and give the required authorizations with respect to the execution of this Agreement.
   2. Client's Obligations
      The Client undertakes and binds himself towards the ISP as follows:
      1. The Client shall provide the Web Folder in the format and within the deadlines indicated in the Specifications;
      2. The Client shall collaborate with the ISP and provide it all the required information necessary to ensure the execution of the Services to be provided;
      3. The Client shall take all appropriate measures to prevent the unauthorized disclosure of his username and password for accessing to the Web Site in FTP and Telnet modes;
      4. The Client shall promptly report to the ISP any problem of which he may be aware of concerning:
         • Web Server operation;
         • Web Site display;
      5. The Client is solely liable for the content of the Web Site and for any and all damages that may ensue from its use or display;
      6. The Client shall defend and hold harmless the ISP if he is called in or introduced as a party in legal proceedings instituted by a third party alleging fault on the part of the ISP resulting from the presence, use or display of the Web Site or of the information contained therein, and shall indemnify the ISP for any monetary condemnation in capital and interests, and for any expenses, including legal and attorney's fees, which the ISP may incur as a consequence thereof;
      7. The Client may not transfer to a third party any of his rights under this Agreement including without limitation use of the disk space, domain, sub-domain or URL, in whole or in part, allocated for the Web Site hosting, without the prior written consent of the ISP;
      8. The Client shall pay the ISP for the Services and for any additional services that he may request after the signing of this Agreement, according to the terms and conditions of payment stated in the Specifications.
   3. ISP's Obligations
      The ISP undertakes and binds himself towards the Client as follows:
      1. The Web Site shall be hosted in a professional manner, in accordance with the rules generally accepted by the industry, and according to the Specifications;
      2. The running-in and operational tests of the Web Site shall include:
         • adequate operational verification of hypertext and e-mail links;
         • adequate operational verification of Software Components;
         • verification of the downloading procedure as well as of the Web Site operation and appearance according to the major commercial Web browsers, including their successive versions, listed in the Specifications (hereinafter collectively referred to as the "Web Browsers");
      3. The Web Server shall contain all software programs required in the Specifications;
      4. The Web Server shall remain, at all times, under the ISP's direct and exclusive control;
      5. The Web server shall be running and accessible from the Internet on a continuous basis as detailed in the Specifications, excepting such time periods as are needed for planned Web server maintenance and network downtime not attributable to the ISP;
      6. Subject to the preceding paragraph, the Web server shall have the capacity to handle the number of simultaneous transactions detailed in the Specifications without significantly slowing down the Web Pages download speed;
      7. The ISP shall promptly resolve any problem respecting the Web Server operation after acknowledgement of the problem or after being notified by the Client, whichever comes first;
      8. The Web Server shall be protected, in an appropriate and permanent manner, from any hacking, physical or virtual, and shall provide all security warranties generally accepted by the industry (or: the security warranties stated in the Specifications); without restricting the generality of the foregoing, the Web Server shall deny any access by unauthorized third party to the Software Components directory(ies) (ex.: cgi-bin) and their content;
      9. The Web Server shall be regularly maintained and exempt of any known and identifiable virus;
      10. The Web Server and its operating software programs shall be maintained up to date; the software patches and updates shall be installed as soon as they become available; more specifically, patches solving security-related problems shall be installed on the Web Server in the shortest time posible after they become available;
      11. Backups of the Web Folder files, software programs and Software Components shall be regularly run and kept on an appropriate support, in a safe place.
   4. Hosting Rules
      The ISP's hosting rules hereinafter listed as may be modified from time to time (hereinafter collectively referred to as the "Hosting Rules") shall apply for the whole term of this Agreement, subject to the Specifications having priority over any incompatible hosting rule, the Client agreeing to be fully bound by these:
      1. The Web Site elements shall comply with all applicable laws and regulations including, but without limitation, laws and regulations related to intellectual property, advertising, promotional contests, consumer protection, personal information protection and protection of minors;
      2. The Client shall provide, at the ISP's request, the proof of his right, title or interest in any copyright, trademark or in any other intellectual property right respecting one or several Web Site elements;
      3. The Web Site elements shall be exempt of any design and operation defect as well as of any known and identifiable virus;
      4. The Web Pages shall be coded in HTML or in any other language generally accepted by the industry;
      5. No Web Page shall be so created as to allow the display, within a frame, of the content, in whole or in part, of one or several pages from another Web site, unless the Client provides the ISP with the written consent of the other Web site's owner;
      6. Internationally well-known words, expressions, references, special characters and graphic symbols identifying the copyrights, trademarks and all other intellectual property rights as well as their holders, of material appearing in the Web pages, whether or not the Client has title thereto, shall appear on each Web Page wherever required;
      7. Any software component:
         • shall execute in accordance with the rules generally accepted by the industry;
         • shall be first verified by the ISP's technicians before its installation on the Web Server;
         • shall be installed by the ISP's technicians, unless otherwise authorized in writing by the ISP;
      8. The ISP may, at its whole discretion, refuse to host the Web Site or put it off-line without delay, if he believes that its content, in whole or in part:
         • is or may be obscene, libelous, immoral, illegal, defamatory, or heinous;
         • affects or may affect the ISP's reputation;
         • infringes or may infringe any intellectual property right, title or interest which belongs to a third party;
         • causes or may cause, directly or indirectly, damages to a third party;
         • causes or may cause problems to the Web Server operation;
         • fails to meet any one of the Hosting Rules or Specifications;
      9. The Client may not, for any reason whatsoever, directly or indirectly, through an intermediary or not, use the Web Site or its access:
         • to cause or attempt to cause, directly or indirectly, damages to a third party;
         • to have access or attempt to have access to a third party's Web Server or Web site without his authorization;
         • to modify, alter or erase, or attempt to modify, alter or erase, in whole or in part, the content of a third party's Web Server or Web site;
         • to commit or attempt to commit an illegal offense;
         In any of the above-mentioned cases, the ISP may immediately put the Web Site off-line and terminate this Agreement without any notice, subject to all his rights and recourses against the Client.
   5. Traffic Statistics
      During the term of this Agreement, the ISP shall provide the Client with statistics relating to the Web Site traffic (hereinafter collectively referred to as the "Traffic Statistics") in accordance with the Specifications.
      The ISP does not, directly or indirectly, expressly or not, warrant the accuracy of the Traffic Statistics. Consequently, the Client expressly releases the ISP from any liability ensuing from the use of the said Traffic Statistics by the Client.
   6. Intellectual Property
      
      1. Domain Name
         All intellectual property rights, titles and interests respecting the domain name (if applicable) shall belong to the Client. Use of the domain name by the ISP shall be restricted to the Web Site hosting.
      2. Web Site Elements
         All intellectual property rights, titles, and interests respecting the Web Site elements shall belong to the Client. Use of the said Web Site elements by the ISP shall be restricted to the Web Site hosting.
      3. Respect of Third Parties' Intellectual Property Rights (by the ISP)
         The content, including software programs of the Web Server and respecting Web Site operation shall be entirely original and shall not infringe any copyright, trademark or any other intellectual property right, title or interest belonging to any third party. If all or any part of the content were designed, in whole or in part, by a third party or if a right, title or interest respecting one of those software programs belongs to such a third party, the ISP shall obtain the appropriate rights enabling him, among other things, to use any such content of the Web Server or respecting Web Site operation. If he fails to fulfill any one of the said obligations, in whole or in part, the ISP shall:
         1. indemnify the Client from any damage he may have suffered;
         2. defend and hold harmless the Client if he is called in or introduced as a party in legal proceedings instituted by a third party alleging the real or apprehended violation or infringement of any copyright, trademark or any other intellectual property right, title or interest, and shall indemnify the Client for any monetary condemnation in capital and interests, and for any expense, including legal and attorney's fees, which the Client may incur as a consequence thereof; and
         3. replace, without delay and at his own cost, the content illegally used with entirely original software programs or for which the ISP holds valid rights, and having the same functionality as the previous ones.
      4. Respect of Third Parties' Intellectual Property Rights (by the Client)
         The Web Site elements provided or installed by the Client shall be entirely original and shall not infringe any copyright, trademark or any other intellectual property right, title or interest belonging to a third party. If one or several of the above mentioned elements were designed, in whole or in part, by a third party or if a right, title or interest respecting one of those elements belongs to such a third party, the Client shall obtain the appropriate license enabling him, among other things, to include any such element (or part of it) on the Web Site. If he fails to fulfill any one of the said obligations, in whole or in part, the Client shall:
         1. indemnify the ISP from any damage he may have suffered;
         2. defend and hold harmless the ISP if he is called in or introduced as a party in legal proceedings instituted by a third party alleging the real or apprehended violation or infringement of any copyright, trademark or any other intellectual property right, title or interest, and shall indemnify the ISP for any monetary condemnation in capital and interests, and for any expense, including legal and attorney's fees, which the ISP may incur as a consequence thereof; and
         3. withdraw, without delay and at his own cost, the Web Pages, text, Graphic Elements or Software Components illegally used or replace them with entirely original elements or for which the Client holds valid rights. If the Client does not fulfill this obligation within the delay specified in a formal notice, he irrevocably empowers the ISP to remove the elements illegally used, the whole at the Client's costs.
   7. Credits
      Credits awarded to the ISP for the Web Site hosting shall be in accordance with the Specifications. Moreover, the ISP is entitled to refer to the said hosting on his own Web site and may also include a hypertext link leading directly, or within a frame, to the Client's Web Site home page.
   8. Confidentiality and Non-Disclosure Undertaking
      The Client acknowledges and agrees that the ISP may offer Web site hosting services to third parties which may be the Client's competitors. Consequently, the Client shall provide the ISP with the information elements intended for the Web Site hosting only. The Client further agrees not to provide the ISP with information elements that he considers as being confidential, secret and private. Moreover, he releases and discharges the ISP from any obligation to keep secret or maintain the confidentiality of any information element provided by the Client.
   9. Undertaking Not to Solicit Personnel
      During the term of this Agreement and for a further period of three (3) months following its termination, each of the Parties shall not, directly or indirectly, solicit, employ, hire or otherwise retain the services of any of the other Party’s employees. If a Party fails to abide by this obligation, it shall immediately pay to the other Party, as a penalty, an amount equal to three (3) months of remuneration for the employee in question at the time of the default.
   10. Useful Information
       The Client acknowledges that the ISP provided him with all useful information concerning the Services to be provided, before the signing of this Agreement.
   11. Means of Execution
       Save and except for the fulfillment of the obligations stated in the Specifications, the ISP is free to choose how he will execute this Agreement and he is not in any way subordinated to the Client as to the means of execution of this Agreement.
   12. Subcontracting
       Unless otherwise stated in this Agreement, the ISP may employ any third person to carry out this Agreement. However, the performance of this Agreement remains under the ISP's supervision and responsibility.
   13. Additional Services
       If the Client requests additional services from the ISP and the latter agrees, a purchase order in relation to the said additional services shall be prepared by the ISP and signed by the Client. The type and price of additional services actually available are listed in the Specifications.
   14. Warranty
       The ISP makes no warranty whatsoever to the Client, express or implied, with regard to:
       • the Web Server, the Web Site, their operation, their hardware and software components as well as their access through the Internet;
       • the outcomes, financial or not, real or apprehended, positive or not, resulting from or which may result from the use and display of the Web Site.
       The only warranty made by the ISP is that he shall take all available and reasonable measures to host the Web Site in a professional and efficient manner according to the rules generally accepted by the industry and according to the Specifications.
   15. Limitation of Liability
       Save and except for a serious fault on his part, the ISP shall not be liable towards the Client for any fault and ensuing damage, whether direct or indirect, and the Client holds the ISP harmless and free from any claim which may arise, in any of the following cases:
       • appropriation, modification, loss or destruction, illegal or unauthorized, in whole or in part, of files, Graphic Elements or Software Components of the Web Folder;
       • loss or destruction of the Traffic Statistics;
       • loss of business opportunities or revenues related to the operation or absence of operation, or to the use or absence of use of the Web Site, or to the information found or that could be found therein;
       • hacking by any third party of the Web Server or Web Site;
       • damage by a virus;
       • temporary bandwidth congestion;
       • interruption of Internet connection beyond the Designer's control.
   16. Security Deposit
       Upon signature of this Agreement, the Client shall remit to the ISP the security deposit indicated in the Specifications.
       At the end of the month of hosting start and of each subsequent month, the ISP shall send to the Client an invoice for the real download volume. The security deposit shall then be adjusted on a monthly basis in relation to the actual volume.
   17. Interests
       Any amount due to the ISP shall bear interest at a rate of eighteen per cent (18%) annually from the expiry date of the terms of payment.
   18. Rate Modification or Additional Tax
       If the rate of any applicable tax changes, or if a new tax is introduced during the term of this Agreement, such rate or such new tax becomes applicable, and the total price shall be adjusted accordingly.
   19. Collection Costs
       Should it become necessary, following the Client's default to pay the ISP, to transfer an invoice to a collection officer or to an attorney, the Client shall pay the ISP collection fees of eighteen per cent (18%) of the amount due in capital and interests, in addition to the actual balance owed.
   20. Cancellation of the Agreement (by the Client)
       The Client may at any time cancel this Agreement upon written notice being given to the ISP and received at least ten (10) days prior to the effective cancellation date. Nevertheless, the Client shall remain liable for the payment of the Services and other services provided by the ISP until the effective cancellation date, without any reduction or remittance.
   21. Cancellation of the Agreement (by the ISP)
       If the Client fails to fulfill any of his obligations under this Agreement, despite receiving a formal notice thereabout, the ISP may cancel this Agreement, put the Web Site off-line and remove it from the Web Server. He shall then only be obliged to reimburse the Client for any advance (or any remaining balance) or any amount received in excess of the work actually performed, subject to all his rights and recourses against the Client.
   22. Web Site Migration
       If this Agreement terminates for any reason whatsoever, the ISP shall collaborate with the Client to ensure an efficient migration of the Web Site to another Web server. Without limiting the generality of the aforesaid, the ISP shall, without delay:
       • remit to the Client the list of necessary software programs (including their last version number) required for the Web Site adequate operation which shall be installed on the other Web server:
       • collaborate to the transfer of the Web Site URL to the other Web server if the domain name is specific to the Web Site;
       • if the domain name is not specific to the Web Site, install and maintain, at the URL indicated in the Specifications, for an uninterrupted period of thirthy (30) days following the termination of this Agreement, a Web page prepared by the Client which informs of the moving of the Web Site to the other Web server and contains an hypertext link leading directly to the Web Site home page on the other Web server.
5. GENERAL PROVISIONS
   Unless otherwise stated in this Agreement, the following provisions shall apply.
   1. "Force Majeure"
      Neither Party shall be considered to be in default pursuant to this Agreement if the fulfillment of all or part of its obligations is delayed or prevented due to "force majeure". "Force majeure" is an external unforeseeable and irresistible event, making it absolutely impossible to fulfill an obligation.
   2. Severability
      If all or part of any section, paragraph or provision of this Agreement is held invalid or unenforceable, it shall not have any effect whatsoever on any other section, paragraph or provision of this Agreement, nor on the remainder of the said section, paragraph or provision, unless otherwise expressly provided for in this Agreement.
   3. Notices
      Any notice intended for either Party shall be deemed to be validly given if it is in writing and is sent by registered or certified mail, by bailiff or by courier service to such Party’s address as set forth in this Agreement, or to any other address which the Party in question may have indicated in writing to the other Party. A copy of any notice sent by e-mail shall also be sent according to one of the above-mentioned delivery modes.
   4. Headings
      The headings in this Agreement have been inserted solely for ease of reference and shall not modify, in any manner whatsoever, the meaning or scope of the provisions hereof.
   5. Schedules
      The Schedules to this Agreement shall be deemed to form an integral part hereof if they have been duly initialled by all the Parties.
   6. No Waiver
      Under no circumstances shall the failure, negligence or tardiness of a Party as regards the exercise of a right or a recourse provided for in this Agreement be considered to be a waiver of such right or recourse.
   7. Cumulative Rights
      All rights set forth in this Agreement shall be cumulative and not alternative. The waiver of a right shall not be interpreted as the waiver of any other right.
   8. Entire Agreement
      This Agreement constitutes the entire understanding between the Parties. Declarations, representations, promises or conditions other than those set forth in this Agreement shall not be construed in any way so as to contradict, modify or affect the provisions of this Agreement.
   9. Amendments
      This Agreement shall not be amended or modified except by another written document duly signed by all the Parties.
   10. Number and Gender
       Where appropriate, the singular number set forth in this Agreement shall be interpreted as the plural number, and the gender shall be interpreted as masculine, feminine or neuter, as the context dictates.
   11. No Right to Transfer
       Neither of the Parties may, in any manner whatsoever, assign, transfer or convey its rights in this Agreement to any third party, without the prior written consent of the other Party.
   12. Calculating Time Periods
       In calculating any time periods under this Agreement:
       1. the first day of the period shall not be taken into account, but the last one shall;
       2. the non-juridical days, i.e. Saturdays, Sundays and public holidays, shall be taken into account; and
       3. whenever the last day is a non-juridical day, the period shall be extended to the next juridical day.
   13. Currency
       The currency used for purposes of this Agreement shall be Canadian.
   14. Governing Law
       This Agreement shall be construed and enforced in accordance with the laws in force in the province of Quebec, Canada.
   15. Election of Domicile
       The Parties agree to elect domicile in the judicial district of Gatineau, province of Quebec, Canada for the hearing of any claim arising with respect to the interpretation, application, performance, term, validity or effects of this Agreement.
   16. Counterparts
       Each counterpart of this Agreement shall be considered to be an original when duly initialled and signed by all the Parties, it being understood, however, that all of these counterparts shall constitute one and the same Agreement.
   17. Successors
       This Agreement shall bind the Parties hereto as well as their respective successors, heirs and assigns.
   18. Joint and Several Liability
       Whenever one of the Parties is constituted of two or more persons, these persons shall be jointly and severally liable towards the other Party.
   19. Elapsed Time
       Whenever one of the Parties fails to fulfill an obligation under this Agreement within a stipulated deadline, the mere lapse of time shall constitute a formal notice of default to the said Party.
   20. Language
       The Parties hereto have expressly agreed that this Agreement as well as all other documents relating thereto be drawn up only in English. Les parties ont expressément convenu que ce contrat de même que tous les documents s'y rattachant soient rédigés en anglais seulement.
6. EFFECTIVE DATE
   This Agreement shall become effective as of when the ISP starts offering services to the Client.
7. TERM OF THE AGREEMENT
   The term of this Agreement shall be as stated in the Specifications.
8. RENEWAL OF THE AGREEMENT
   At its expiry, this Agreement shall be automatically renewed for the same terms and conditions as indicated in the Specifications, except for the price which shall be established in accordance with the ISP's rate card at the time of any such renewal, unless the Client sends the ISP a notice not to renew at least ten (10) days before the expiry of the hosting period indicated in the Specifications or of any renewal period.
9. TERMINATION
   This Agreement shall terminate in any of the following circumstances:
   1. upon the expiry of the hosting period indicated in the Specifications if this Agreement is not renewed, or upon the expiry of any renewal period;
   2. upon the written consent of the Parties;
   3. in case of cancellation, as foreseen in this Agreement;
   4. if a Party fails to fulfill any of its obligations hereunder and does not remedy the default within a period of ten (10) days following receipt by the said defaulting Party of a formal notice asking it to remedy the default or within such shorter delay as is provided for in this Agreement;
   5. if either Party becomes bankrupt or insolvent, or ceases to carry on business;
   Nonetheless, termination of this Agreement shall not affect the rights or obligations of the Parties with respect to confidentiality, intellectual property, limitation of warranty or limitation of liability, which rights and obligations shall survive the termination of this Agreement.
10. ACKNOWLEDGEMENT BY THE PARTIES
    THE PARTIES HEREBY ACKNOWLEDGE AS FOLLOWS:
    1. DUE NEGOTIATIONS TOOK PLACE BETWEEN THEM PRIOR TO THE DRAFTING OF THIS AGREEMENT;
    2. THIS AGREEMENT TRULY AND COMPLETELY DEFINES THE UNDERSTANDING REACHED BETWEEN THEM;
    3. EACH AND EVERY ONE OF THE PROVISIONS OF THIS AGREEMENT IS LEGIBLE;
    4. THEY DID NOT ENCOUNTER ANY DIFFICULTIES IN UNDERSTANDING THE PROVISIONS OF THIS AGREEMENT;
    5. BEFORE SIGNING THIS AGREEMENT, EACH PARTY HAD THE OPPORTUNITY TO CONSULT A LEGAL ADVISER; AND
    6. EACH PARTY OBTAINED A COPY OF THIS AGREEMENT IMMEDIATELY AFTER IT WAS SIGNED BY ALL THE PARTIES.