ex_10-12.htm


    
      

      

    

    Exhibit
      10.12

    
       

    

    

    Co-location
      and Bandwidth Services
      Agreement

    


    This
      Co-location and Bandwidth Agreement (the “Agreement”) by and
      between:

     

    
      
        	
                PEER
                  1 NETWORK, INC.

                “Peer
                  1”

              	
                TéliPhone
                  inc.

                “Customer”

              
	 	 	 	 
	
                Address:

              	
                1600
                  – 555 West Hastings

              	
                Address:

              	
                1080,
                  Côte du Beaver Hall

              
	 	
                Vancouver,
                  BC V6B 4N5

              	 	
                Suite
                  1555 Montreal, Qc H2Z 1S8

              
	 	 	 	 
	
                Contact:

              	
                Marc-Alexandre
                  Forget

              	
                Contact:

              	
                George
                  Metrakos

              
	
                Telephone:

              	
                514-878-0080

              	
                Telephone:

              	
                514-313-6010

              
	
                Fax:

              	
                514-878-0085

              	
                Fax:

              	
                514-313-6001

              
	
                Email:

              	
                mforget@peer1.net

              	
                Email:

              	
                gmetrakos@teliphone.ca

              
	 	 	 	 


      

    

     

    This
      Agreement (which includes and incorporates by reference Schedule 1 attached
      and
      any Service Agreement Addendums) sets forth the terms under which the parties
      agree that Peer 1 will provide certain services to Customer according to the
      following specifications:

     

    GENERAL
      TERMS AND CONDITIONS

     

    
      	
              1.  

            	
              Services.  Supplier
                agrees to supply the Services in accordance with the terms of this
                Agreement.  Customer agrees to receive the Services from
                Supplier in accordance with the terms of this
                Agreement.

            


    

    


    
      	
              2.  

            	
              Other
                Services.  Upon written request by Customer, Peer 1 may at
                its option, provide Customer with technical and non-technical support,
                such as equipment reboots, troubleshooting, DNS and other support
                (“Other
                Services”), in connection with Customer’s use of the Customer Space and
                Bandwidth Services.  Unless the parties agree otherwise,
                Customer will pay for such Other Services in accordance with the
                Technical
                Support Services section of this
                Agreement.

            


    

    


    
      	
              3.  

            	
              Term.
                The Term of this Agreement will commence five (5) days after the
                “Effective Date” from Schedule 1 or the day the Customer connects to Peer
                1 Network, whichever is first, and will continue thereafter for the
                Term
                specified in the Service Table, unless terminated by either party
                as
                permitted by this Agreement.  This contract shall automatically
                renew for a period of subsequent one (1) year periods unless written
                notice is provided by either party to the other at least 60 days
                prior to
                the expiration date, in which case the contract will expire on said
                expiration date.

            


    

    


    
      	
              4.  

            	
              Payment.

            


    

    
      	
              4.1  

            	
              Customer
                will pay Peer 1 the One-Time Install Fees and Recurring Monthly Fees
                specified in the Service Table, as well as any charges for Other
                Services
                and the cost (on an estimated or actual basis) of supplying electrical
                power to the Customer Space in excess of 3.75 amps for octals, 7.5
                amps
                for quarter cabinets, or 15 amps for half, full or custom cages (the
                “Additional Power”).  Upon 30 days or greater written notice
                prior to the end of the Term, Peer 1 may change any fees payable
                under
                this Agreement.  Customer will pay all taxes levied against or
                upon the services stipulated in the Service Table (as amended by
                the
                parties from time to time) or otherwise provided by Peer 1 under
                this
                Agreement (not including taxes based on Peer 1’s
                income).

            


    

    


    
      	
              4.2  

            	
              All
                One-Time Install Fees will be payable in advance.  All Recurring
                Monthly Fees will be payable monthly in advance.  Monthly Fees
                for Internet Traffic and charges for Other Services, which are not
                billed
                as Recurring Monthly Fees, will be payable monthly in
                arrears.

            


    

    


    
      	
              4.3  

            	
              Except
                for the First Payment shown in the Service Table, which must be paid
                by
                Customer to Peer 1 before commencement of the Term, all amounts will
                be
                payable on the 15th  of
                the month in which an invoice is received, which invoices will be
                issued
                on the first day of each month.  Customer will pay by
                pre-authorized payment to a Customer credit card, or by cheque of
                immediately available funds remitted to Peer 1 at the address set
                forth
                above.

            


    

    


    
      	
              4.4  

            	
              Any
                payment not made when due will be subject to interest of two percent
                (2%)
                per month compounded monthly (equivalent to a yearly interest rate
                of
                26.86%).

            


    

    


    
      	
              4.5  

            	
              If
                Customer’s traffic usage fails to meet or exceed the amount specified as
                the Minimum Commitment in the Bandwidth Pricing section of the Service
                Table of this Agreement, Customer will be billed for the amount of
                the
                Minimum Commitment.

            


    

    


    
      	
              4.6  

            	
              Peer
                1 reserves the right to require a security deposit, the amount of
                which is
                based upon one (1) month’s estimated or current
                usage.

            


    

    


    
      	
              5.  

            	
              Termination.  Either
                party may terminate this Agreement on 30 days written notice, if
                the other
                party becomes the subject of any voluntary proceedings under any
                bankruptcy or insolvency laws, or becomes the subject of any involuntary
                proceedings under any bankruptcy or insolvency laws which are not
                dismissed or withdrawn within 60 days after filing. Peer 1 may terminate
                this Agreement on 30 days written notice if the Customer commits
                a
                material default (which will include without limitation any failure
                to
                make any payment when due) and fails to rectify such default within
                10
                days after being given notice of such default by the other
                party.

            


    

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    

     

    
      	
              6.  

            	
              If
                Customer is in Default.  If Customer is in default of any of
                its obligations under this Agreement, then Peer 1 may in its sole
                discretion do any or all of the following: (i) without notice suspend
                access to the Customer Space or the Premises, (ii) if Customer’s default
                is non-payment of any sums due to Peer 1, exercise all the rights
                and
                remedies of a secured party under applicable law including, without
                limitation, with the minimum notice (if any) required by law, Peer
                1 may
                seize the Equipment and sell the Equipment to third parties in
                satisfaction of any Customer indebtedness owing to Peer 1 as well
                as any
                costs (including reasonable legal fees) incurred by Peer 1 in exercising
                any remedy under this Agreement, and (iv) if Peer 1 terminates this
                Agreement in accordance with Section 5, after such termination is
                effective, remove the Equipment from the Customer Space, store the
                Equipment at another location at Customer’s expense, and license the
                Customer Space to a third party.

            


    

    


    
      	
              7.  

            	
              Credit
                Authorization.  Customer hereby authorizes Peer 1 and gives
                consent to Peer 1 under applicable privacy laws for Peer 1 to obtain
                credit information and bank and other financial references regarding
                Customer for the purposes of assessing Customer’s credit worthiness, and
                Customer will promptly execute and deliver to Peer 1 such further
                documents and assurances and take such further actions as Peer 1
                may from
                time to time reasonably request in order to carry out the intent
                and
                purpose of this Section.

            


    

    


    
      	
              8.  

            	
              Limitation
                of Liability.  CUSTOMER ACKNOWLEDGES THAT PEER 1 PERMITS
                OTHER LICENSEES TO INSTALL THEIR EQUIPMENT IN THE
                PREMISES.  PEER 1 WILL HAVE NO LIABILITY FOR ANY DAMAGES, COSTS,
                OR LOSSES INCURRED BY CUSTOMER (OR ITS CLIENTS) CAUSED BY SUCH OTHER
                LICENSEES’ ACTS, EQUIPMENT, OR FAILURES TO ACT.  THE LIMIT OF
                PEER 1’S LIABILITY IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR BY STATUTE
                OR OTHERWISE TO CUSTOMER (OR ITS CLIENTS) CONCERNING PERFORMANCE
                OR
                NON-PERFORMANCE IN ANY MANNER RELATED TO THIS AGREEMENT, FOR ANY
                AND ALL
                CLAIMS WILL NOT, IN THE AGGREGATE, EXCEED THE TOTAL FEES PAID BY
                CUSTOMER
                TO PEER 1 UNDER THIS AGREEMENT IN THE IMMEDIATELY PRECEDING 2 MONTHS
                FROM
                THE DATE THE CLAIM AROSE.  IN NO EVENT WILL PEER 1 BE LIABLE FOR
                ANY LOST PROFITS, SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR
                PUNITIVE
                DAMAGES.

            


    

    


    
      	
              9.  

            	
              Force
                Majeure.  Neither party will be liable for any delay,
                interruption or failure in the performance of its obligations if
                caused by
                acts of God, war, declared or undeclared, fire, flood, storm, slide,
                earthquake, or other similar event beyond the control of the party
                affected (“Force Majeure”).  If any Force Majeure occurs, the
                party claiming the Force Majeure will promptly notify the
                other.  The party claiming the Force Majeure will use
                commercially reasonable efforts to eliminate or remedy the Force
                Majeure.  This Section will not apply to excuse a failure to
                make any payment when due.

            


    

    


    
      	
              10.  

            	
              Reselling.  Upon
                prior written approval of Peer 1 which will not be unreasonably withheld
                or delayed, Customer in the normal course of its business may resell
                to
                its clients use (subject to all the terms of this Agreement) of the
                Customer Space and Bandwidth Services provided by Peer 1 to Customer
                pursuant to this Agreement, except that Customer will not allow such
                clients to interconnect with other users in the Premises.  Such
                clients will be deemed to be Customer’s contractors to the extent they or
                their representatives are present at the Premises. Customer will
                act as
                the single point of contact with Peer 1 with respect to Customer’s
                clients.  Customer will remain responsible for all fees or other
                costs under this Agreement incurred by Customer’s clients, both with or
                without the consent of Customer. Customer either will cause such
                clients
                to be covered by Customer’s insurance coverages as required by this
                Agreement or will cause such clients to obtain such insurance
                independently. Any act or omission of any such client that would
                be a
                breach of this Agreement if committed by Customer will be deemed
                a breach
                of this Agreement by Customer.  Customer agrees to defend,
                indemnify and hold harmless Peer 1, and its officers, directors and
                employees (collectively, the “Indemnities”), from any and all liabilities,
                costs and expenses, including reasonable legal fees, related to or
                arising
                from (i) any act or omission of any such client that would be a breach
                of
                this Agreement if committed by Customer, and (ii) any claim by any
                such
                client arising from use of the Premises, services provided by Peer
                1 under
                this Agreement or otherwise from performance or non-performance by
                a party
                in any manner related to this
                Agreement.

            


    

    


    
      	
              11.  

            	
              Miscellaneous.

            


    

    
      	
               11.1.

            	
              Notices.  Every
                notice, approval, request, authorization, direction or other communication
                under this Agreement will be given in writing to the party at the
                address
                first set forth above for such party and will be deemed to have been
                delivered and given for all purposes (i) on the delivery date, if
                delivered personally; (ii) one business day after deposit with a
                commercial overnight carrier, with written verification of receipt,
                if
                sent by courier; (iii) upon completion of transmission, if sent via
                facsimile with a confirmation of successful transmission; and (iv)
                upon
                personal acknowledgement by the recipient, if sent by
                email.

            


    

    


    
      	
              11.2.

            	
              Compliance
                With Laws.  Customer will comply with all applicable
                laws, regulations, and ordinances.

            


    

    


    
      	
              11.3.

            	
              Assignment.  Customer
                may not assign this Agreement or any of its rights or obligations
                or the
                license hereunder, without the prior written consent of Peer
                1.  Peer 1 may assign its rights and obligations under this
                Agreement to a Peer 1 affiliate, without Customer’s
                consent.

            


    

    


    
      	
              11.4.

            	
              Survival.  The
                provisions set forth in Sections 4, 6, 8, 9, 10 (indemnity obligations
                only), 11, 22, 23  and 26 (indemnity obligations only) of this
                Agreement will survive termination or expiration of this
                Agreement.

            


    

    


    
      	
              11.5.

            	
              Reservation
                of Rights.  Peer 1 reserves all rights not specifically
                granted herein.

            


    

    


    
      	
              11.6.

            	
              Entire
                Agreement.  This Agreement supersedes all previous
                Agreements and Service Agreement Addendums between the
                parties.  This Agreement, the Schedule, and any subsequent
                Service Agreement Addendums constitute the entire agreement between
                the
                parties regarding the subject matter hereof and supersede all proposals
                and prior discussions and writings between the parties with respect
                thereto.  EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT,
                PEER 1 MAKES NO REPRESENTATION, WARRANTY OR CONDITION, EXPRESS OR
                IMPLIED,
                AND EXPRESSLY EXCLUDES ALL IMPLIED OR STATUTORY WARRANTIES OR CONDITIONS
                OF MERCHANTABILITY, MERCHANTABLE QUALITY, DURABILITY OR FITNESS FOR
                A
                PARTICULAR PURPOSE OR TITLE OR NON-INFRINGEMENT AND THOSE ARISING
                BY
                STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE
                OF
                TRADE.

            


    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    

     

    
      	
              11.7.

            	
              Modifications.  This
                Agreement may not be altered, amended or modified, except in writing
                signed by both parties.

            


    

    


    
      	
              11.8.

            	
              No
                Waiver.  No failure or delay in enforcing any right or
                exercising any remedy will be deemed a waiver of any right or
                remedy.

            


    

    


    
      	
              11.9.

            	
              Severability
                and Reformation.  If any portion of this Agreement is
                determined to be or becomes unenforceable or illegal, such portion
                will be
                reformed to the minimum extent necessary in order for this Agreement
                to
                remain in effect in accordance with its terms as modified by such
                reformation.

            


    

    


    
      	
              11.10.

            	
              Remedies
                not Exclusive. The remedies available to the parties under this
                Agreement are cumulative and not exclusive to each other, and any
                such
                remedy will not be deemed or construed to affect any right which
                either of
                the parties is entitled to seek at law, in equity or by
                statute.

            


    

    


    
      	
              11.11.

            	
              Relationship.  The
                relationship of Peer 1 to Customer will be that of an independent
                contractor, and neither Peer 1 nor any employee of Peer 1 will be
                deemed
                to be an agent or employee of
                Customer.

            


    

    


    
      	
              11.12.

            	
              Choice
                of Law and Attornment.  This Agreement will be governed
                and interpreted by the laws of the jurisdiction where the Premises
                are
                located, without regard to its conflicts of law provisions.  The
                parties hereby irrevocably and unconditionally attorn to the non-exclusive
                jurisdiction of the courts of the jurisdiction where the Premises
                are
                located, and all courts competent to hear appeals
                therefrom.

            


    

    


    
      	
              11.13.

            	
              Further
                Assurances.  Each of the parties will promptly execute
                and deliver to the other at the cost of the other such further documents
                and assurances and take such further actions as the other may from
                time to
                time request in order to more effectively carry out the intent and
                purpose
                of this Agreement and to establish and protect the rights, interests
                and
                remedies intended to be created in favour of the
                other.

            


    

    


    
      	
              11.14.

            	
              Liens
                and Encumbrances.  Customer (and its clients) will not
                have the power, authority or right to create and will not permit
                any lien
                or encumbrance, including without limitation, tax liens, mechanics’ liens,
                builders liens or other license or encumbrances with respect to work
                performed, in connection with the Equipment or use of the Customer
                Space.

            


    

    


    
      	
              11.15.

            	
              Language.  This
                Agreement and all related documents have been drawn up in English
                at the
                mutual request of the parties hereto.  La présente convention et
                tous documents y afférents ont été rédigés en anglais à la demande
                mutuelle des parties aux présentes.

            


    

     

    CO-LOCATION
      TERMS AND CONDITIONS

    


    
      	
              12.  

            	
              Grant
                of License.  Subject to the terms of this Agreement, Peer 1
                hereby grants to Customer, as of the Effective Date, a nonexclusive
                license to install, operate, replace, remove and maintain communications
                equipment, cabling, connections, associated hardware and accessions
                (the
                “Equipment”) in the Co-location Space specified in the Service Table (the
                “Customer Space”), in the Premises during the Term.  The license
                granted in this Agreement is a license of space only, and does not
                create
                an ownership interest or property rights of any nature in Peer 1’s real or
                personal property.

            


    

    


    
      	
              13.  

            	
              Installation
                and Requirements.  Customer will be responsible for the
                delivery and installation of the Equipment and the connection of
                the
                Equipment to telecommunications lines and power.  Except with
                Peer 1’s prior written approval and subject to the terms of this
                Agreement, Customer may only install or remove Equipment upon reasonable
                prior written notice to Peer 1 and during business days between 8:00
                a.m.
                and 5:00 p.m.  Customer will only install or place Equipment in
                the Customer Space.  Peer 1 reserves the right to approve of
                Customer’s technicians and other contractors.  During the Term
                of this Agreement, Customer will immediately notify Peer 1 of any
                space,
                power or other requirements associated with the installation or operation
                of the Equipment.  Peer 1 will have no duty to monitor, maintain
                or care for the Equipment.

            


    

    


    
      	
              14.  

            	
              Maintenance
                and Use of Premises.  Customer, at its own cost and expense,
                will protect, maintain and keep in good order the Customer Space
                and any
                Equipment in such space.  Customer will ensure that neither
                Customer nor its employees, agents, contractors or invitees damage
                any
                part of the Premises or any property located in or about the Premises,
                or
                interfere, or allow the Equipment to constitute a hazard to or to
                interfere with, Peer 1 or any other user of the Premises or any equipment
                owned or used by Peer 1 or any other user of the
                Premises.  Customer will not make any alterations or
                installations of any kind to the Premises without the prior written
                consent of Peer 1.

            


    

    


    
      	
              15.  

            	
              Immediate
                Threats.  If, in the determination of Peer 1, acting
                reasonably, the Equipment poses an immediate threat to the physical
                integrity of the Premises or the physical integrity or performance
                of the
                equipment of Peer 1 or any other user of the Premises, or poses an
                immediate threat to the safety of any person, then Peer 1 may perform
                such
                work and take such other actions that it may consider necessary without
                prior notice to Customer and without liability for damage to the
                Equipment
                or for any interruption of Customer’s (or its clients’)
                businesses.  As soon as practicable after performing such work,
                Peer 1 will advise Customer in writing of the work performed or the
                action
                taken.

            


    

    


    
      	
              16.  

            	
              Intervention.  If
                any part of the Equipment is not placed and maintained in accordance
                with
                this Agreement, and Customer fails to correct the violation within
                7 days
                after receipt of written notice thereof from Peer 1, then Peer 1
                may, at
                its option, without further notice to Customer, correct the deficiency
                at
                Customer’s expense without liability for damages to the Equipment or
                interruption of Customer’s (or its clients’) businesses.  As
                soon as practicable thereafter, Peer 1 will advise Customer in writing
                of
                the work performed or action taken.  Customer will immediately
                reimburse Peer 1 for all expenses reasonably incurred by Peer 1 associated
                with any work or action performed by Peer 1 with respect
                thereto.

            


    

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

       

      

       

    

    
      	
              17.  

            	
              Relocation.
                Customer will, at Peer 1’s expense, relocate the Equipment to other space
                within the Premises upon Peer 1’s written request and within 15 days of
                such request.

            


    

    


    
      	
              18.  

            	
              Periodic
                Inspections.  Peer 1 reserves the right (upon reasonable
                prior notice to Customer) to make periodic inspections of any part
                of the
                Customer Space or Equipment; provided that Customer will have the
                right to
                have one or more of its employees or representatives present during
                any
                such inspection.

            


    

    


    
      	
              19.  

            	
              Insurance.  Customer
                will maintain, at Customer’s expense, during the Term of this Agreement
                for the Premises (i) Comprehensive General Liability Insurance protecting
                Peer 1 as an additional insured in an amount not less than one million
                dollars ($1,000,000.00) per occurrence for bodily injury or property
                damage, and (ii) Worker’s Compensation coverage in an amount not less than
                that prescribed by statutory limits.  Immediately upon
                commencement of the Term and thereafter upon Peer 1’s request, Customer
                will provide Peer 1 with certificates of insurance or other satisfactory
                evidence that the insurance required in this Section has been
                obtained.  Under no circumstances will Peer 1 be obligated to
                provide insurance coverage for any Customer Equipment in the
                Premises.

            


    

    


    
      	
              20.  

            	
              Access.  Subject
                to the terms of this Agreement and compliance with payment terms
                under
                Item 4.3, Customer will have unrestricted access to the Premises
                during
                the Term.  Customer will cause its employees, agents,
                contractors or invitees who have access to the Premises to conform
                to all
                Peer 1 rules and regulations (as amended by Peer 1 from time to
                time).  Failure to comply with the payment terms may result in
                denial of access as set forth in Item
                6.

            


    

    


    
      	
              21.  

            	
              Co-location
                facility Rules and Regulations. Peer
                1 may vary these rules and regulations from time to time in its sole
                discretion, and Customer will comply with all other reasonable security
                requirements that Peer 1 may impose from time to time, provided that
                Customer has been given 30 days notice in
                writing.

            


    

    
      	
              21.1.  

            	
              All
                Customer employees, agents, contractors or invitees (“Customer Persons”)
                having access to the Premises must be approved by Peer
                1.  Approval by Peer 1 does not release Customer from its
                responsibilities pursuant to this Agreement, nor by approving such
                Customer Persons does Peer 1 waive its right to be indemnified by
                Customer.

            


    

    


    
      	
              21.2.  

            	
              Customer
                must provide Peer 1 with particulars, including a current photograph
                of
                each Customer Person, before that Customer Person is given access
                to the
                Premises

            


    

     

    
      	
              21.3.  

            	
              No
                more than three Customer Persons will be authorized to have access
                to the
                Premises at any time.

            


    

     

    
      	
              22.  

            	
              Removal
                of Equipment.  Upon termination or expiration of the Term of
                this Agreement, unless prohibited by Peer 1 as permitted by this
                Agreement, Customer will remove the Equipment from the
                Premises.  Unless the Parties otherwise agree in writing, in the
                event the Equipment has not been removed within 5 days following
                the
                termination or expiration, Peer 1 will have the right to remove,
                relocate,
                or otherwise store the Equipment at Customer’s expense without liability
                to Customer.  If after 30 days of such storage by Peer 1
                Customer has not retrieved the Equipment and paid any indebtedness
                owing
                to Peer 1, then Peer 1 may exercise all the rights and remedies of
                a
                secured party under applicable law including, without limitation,
                Peer 1
                may sell the Equipment to third parties and use the proceeds of such
                sale
                to satisfy any such indebtedness as well as any costs (including
                reasonable legal fees) incurred by Peer 1 in exercising any remedy
                under
                this Agreement.

            


    

    


    
      	
              23.  

            	
              Security.  As
                continuing security for the obligations of Customer to Peer 1 as
                set out
                in this Agreement, Customer hereby grants to Peer 1 a security interest
                in
                the Equipment of Customer now located or hereafter located in the
                Customer
                Space and all proceeds therefrom in the event of a disposition thereof
                in
                accordance with the terms of this
                Agreement.

            


    

    


    
      	
              24.  

            	
              Ownership
                of Equipment.  Customer represents and warrants that it
                either owns all Equipment or has all necessary rights to locate the
                Equipment in the Premises.

            


    

    


    
      	
              25.  

            	
              Consent
                to Video Monitoring. Customer
                acknowledges, agrees and hereby consents under applicable privacy
                laws
                that Peer 1 may monitor the Premises by way of closed circuit television
                or other monitoring device for the purposes of maintaining the safety
                and
                security of the Premises, any equipment in the Premises, and any
                persons
                using or present in the Premises from time to
                time.

            


    

    


    BANDWIDTH
      TERMS AND CONDITIONS

    


    
      	
              26.  

            	
              Bandwidth
                Services.  Peer 1 will provide to Customer the Internet
                Connectivity, IP Addresses and Internet Traffic services (collectively,
                the “Bandwidth Services”), as specified in the Service Table (as amended
                by the parties from time to time).  Peer 1 will provide
                Bandwidth Services in accordance with this Agreement, including the
                Service Level Agreement contained herein.  Customer will comply
                (and will cause its clients to comply as if those clients were the
                Customer) with the Acceptable Uses Policy (as amended by Peer 1 from
                time
                to time) contained herein.  Peer 1 will have the right, but not
                the obligation, without prior notice, to monitor online conduct and
                communications, in order to verify compliance with this Agreement
                and
                applicable law.  The security for transmissions made using the
                Bandwidth Services is the responsibility of
                Customer.  Customer’s sole remedy for any interruption of
                Bandwidth Services will be to receive refunds in accordance with
                the
                Service Level Agreement.  Customer agrees to defend, indemnify
                and hold harmless Peer 1, and its officers, directors and employees
                (collectively, the “Indemnities”), from any and all liabilities, costs and
                expenses, including reasonable legal fees, related to or arising
                from any
                action or claim by a third party against the Indemnities asserting
                an
                intellectual property right violation or any other third party claims
                which concern Customer’s (or its clients’) use of the Bandwidth Services
                (including without limitation transmission of any message, information,
                software or other materials, or service
                interruptions).

            


    

    


    
      	
              27.  

            	
              IP
                Addresses.  Any IP Addresses allocated to Customer by Peer 1
                must be maintained by Customer in an efficient manner as deemed by
                ARIN
                and utilized at 80% within 30 days of assignment by Peer 1 to
                Customer.  Failure to comply with this Section may result in the
                revocation of IP Addresses by Peer 1 after five days notice to
                Customer.

            


    

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    

     

    
      	
              28.  

            	
              Traffic
                Billing.

            


    

    
      	
              28.1  

            	
              For
                purposes of billing traffic is measured as of the last day of each
                month.

            


    

    


    
      	
              28.2  

            	
              Traffic
                is measured using MRTG.

            


    

    


    
      	
              28.3  

            	
              Real-time
                access to MRTG data is available via a Web
                interface.

            


    

    


    
      	
              28.4  

            	
              Traffic
                data is captured on the Peer 1 switch associated with the customer
                connection.

            


    

    


    
      	
              28.5  

            	
              All
                BGP customers will be charged based on the 95th
                percentile
                method.

            


    

     

    TECHNICAL
      SUPPORT AND SERVICES PRICING

    


    
      	 	
              Network
                Operations Support (remote hands)

            	 
	
              Network
                Operations Support  (8am – 5pm Mon – Fri)

            	
               $100.00/hour

            	
              billed
                in 15 minute increments

            
	
              Network
                Operations Support  (Outside Business Hours)

            	
               $200.00/hour

            	
              billed
                in 15 minute increments

            


    

     

    
      	
              Network
                Operations Support (remote hands)

            
	
              Tape
                Back-up

            	
              $50.00/month
                and $5.00/tape change during business hours

            
	 	
              50.00/
                tape change weekends/holidays non-business hours

            
	
              24
                hr. systems monitoring

            	
              $100.00/month/IP

            
	
              Primary
                & secondary DNS

            	
              $50.00/year/domain

            
	
              Domain
                name changes

            	
              $10.00/domain

            
	
              Other

            
	
              Additional
                Access Cards (key included)

            	 	
              $50.00/card

            


    

     

    ACCEPTABLE
      USES POLICY (AUP)

    


    Customer
      agrees to use Bandwidth Services only for lawful purposes, in compliance with
      all applicable law.  Specific activities that are prohibited include,
      but are not limited to:

    


    
      	
              ·  

            	
              Threatening
                harm to persons or property or otherwise harassing
                behavior.

            


    

    
      	
              ·  

            	
              Violating
                Canadian export control laws for software or technical
                information.

            


    

    
      	
              ·  

            	
              Misrepresenting
                or fraudulently representing products/services using Customer’s
                account.

            


    

    
      	
              ·  

            	
              Transmission,
                distribution or storage of any material in violation of any applicable
                law
                or regulation.

            


    

    
      	
              ·  

            	
              Transmission,
                distribution or storage of any material protected by copyright, trademark,
                trade secret or other intellectual property right without proper
                authorization, and material that is obscene, defamatory, an invasion
                of
                privacy or constitutes an illegal threat, or is otherwise
                illegal.

            


    

    
      	
              ·  

            	
              Facilitating,
                aiding, or encouraging any of the above activities, whether using
                Peer 1’s
                network or service by itself or via a third party’s network or
                service.

            


    

    
      	
              ·  

            	
              Interference
                with a third party’s use of Peer 1’s network or service, or ability to
                connect to the Internet or provide services to Internet
                users.

            


    

     

    Email

     

    Sending
      unsolicited email messages, including, without limitation, commercial
      advertising and informational announcements, is explicitly
      prohibited.  Customer will not use another site's mail server to relay
      mail without the express permission of the site. It is strictly forbidden to
      send out unsolicited email from any other network that advertises, promotes
      or
      in any way points to a location inside Peer 1 network.  It is also
      strictly forbidden to be involved in the distribution of tools designed for
      the
      aiding of Unsolicited Bulk Email(UBE). A customer’s connectivity may be
      terminated without delay if the customer has been documented on a recognized
      SPAM abuse list or if the customer has previously been denied access from
      another provider due to AUP violations.

     

    System
      and Network Security

     

    Customer
      is prohibited from utilizing Peer 1 services to compromise the security or
      tamper with system resources or accounts on computers at the Premises or at
      any
      third party site.

     

    Specific
      activities that are prohibited include, but are not limited to:

     

    


    
      	
              ·  

            	
              Use
                or distribution of tools designed for compromising
                security.

            


    

    
      	
              ·  

            	
              Unauthorized
                access to or use of data, systems or networks, including any attempt
                to
                probe, scan or test the vulnerability of a system or network or to
                breach
                security or authentication measures without express authorization
                of the
                owner of the system or network.

            


    

    
      	
              ·  

            	
              Unauthorized
                monitoring of data or traffic on any network or system without express
                authorization of the owner of the system or
                network.

            


    

    
      	
              ·  

            	
              Deliberate
                attempts to overload a system and broadcast
                attacks.

            


    

    
      	
              ·  

            	
              Forging
                of any TCP-IP packet header or any part of the header information
                in an
                email or a newsgroup posting.

            


    

    
      	
              ·  

            	
              Intentionally
                or negligently transmitting files containing a computer virus or
                corrupted
                data.

            


    

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    

     

    Violation

     

    Peer
      1,
      in its sole discretion, will determine what action will be taken in response
      to
      a violation on a case-by-case basis.  Violation of this AUP could also
      subject Customer to criminal or civil liability.  Peer 1 may block
      access at the router level to Customer's Equipment involved. If Peer 1 believes,
      in its sole discretion, that a violation of this AUP has occurred, such action
      may also include, but is not limited to, temporary or permanent blocking of
      access to Customer’s Equipment, and the suspension or termination of Customer’s
      services under this Agreement.  Peer 1 may involve and will also fully
      cooperate with law enforcement authorities in investigating suspected
      lawbreakers.

    


    Peer
      1
      reserves the right to modify this AUP at any time without notice.

    


    Customer
      is responsible for all use of the Co-location Space and Bandwidth Services
      by
      itself, its employees, agents, contractors, invitees and clients, whether such
      use is with or without the consent of Customer.

    


    SERVICE
      LEVEL AGREEMENT

    


    Peer
      1
      Network has implemented a high-availability Internet Transit network
      infrastructure, available within secure Co-location facilities. This has been
      accomplished by the following:

     

    
      	
              1)  

            	
              All
                Customer connections make use of Cisco’s HSRP (hot standby router
                protocol)

            


    

    
      	
              2)  

            	
              Multiple
                upstream providers

            


    

    
      	
              3)  

            	
              Fully
                redundant OCn
                internal backbone
                network

            


    

    
      	
              4)  

            	
              All
                network devices have onsite spares

            


    

    
      	
              5)  

            	
              All
                key network components are monitored
                24x7

            


    

    


    Service
      Level Agreement Terms for Onsite Co-location Customers

    


    Peer
      1
      will provide 100 % uninterrupted transit to the Internet to all co-location
      customers who have purchased said service from Peer 1.  Should transit
      to the Internet become unavailable for a cumulative period up to one hour in
      any
      one calendar month, Customer will receive a refund equivalent to one day of
      Customer’s pro-rated Recurring Monthly Fees for that month.

    Customer
      will receive an additional refund of one day of the pro-rated Internet
      Connectivity Recurring Monthly Fees for each additional hour, or portion
      thereof, of unavailability.  All refund calculations will be based on
      unavailability in one-hour increments.  The above agreement does not
      cover outages caused by equipment and/or events not under the direct control
      of
      Peer 1 or caused by individuals not directly employed by Peer 1. This Service
      Level Agreement does not cover outages due to scheduled or emergency network
      and/or facility maintenance, which will be broadcast to all customers in
      advance, and will not exceed 20 minutes per month.

    


    Any
      and
      all refunds to Customer will not exceed 50% of the Customer’s Recurring Monthly
      Fees for the month in which the refund is paid.

    


    Performance
      Guarantee

    


    Peer
      1
      will maintain its network in such a manner as to provide to all customers the
      best possible performance to the Internet. In order to achieve this Peer 1
      makes
      the following guarantees to all onsite Internet customers:

    


    
      	
              ·  

            	
              100%
                guaranteed uninterrupted transit to the
                Internet

            


    

    
      	
              ·  

            	
              Zero
                packet loss internal to Peer 1
                network

            


    

    


    In
      addition to the above performance guarantees Peer 1 will take all possible
      measures to insure all Customer traffic reaches its destination in a timely
      fashion comparable and within reason to any other carrier in the area. These
      measures include the manipulation of routing tables so as to direct traffic
      to
      the Internet using its best possible upstream link.

    


    By
      signing below, each party acknowledges that it has read, understands, and agrees
      to the terms of this Co-location and Bandwidth Services Agreement.

    


    Agreed
      to by:

     

    
      	PEER
              1 NETWORK, INC.	 	 	CUSTOMER	 
	 	 	 	 	 
	
              By: 

            	 	 	
              By: 

            	 
	
              (Signature)

            	 	 	
              (Signature)

            	 
	
              Elisabeth
                Philibert

            	 	 	
              George
                Metrakos  

            	 
	(Name
              typed or printed)	 	 	(Name
              typed or printed)	 
	City
              Manager 	 	 	General
              Manager - President   	 
	(Title)	 	 	(Title)	 
	 	 	 	 	 
	(Date)	 	 	(Date)	 


    

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    

     

    SCHEDULE
      "1"

    SERVICE
      TABLE

     

    
      	
              Company
                Name:

            	
              TéliPhone
                inc.

            
	
              Address:

            	
              1080,
                Côte du Beaver Hall suite 1555 Montreal, Qc H2Z
                1S8

            
	
              General
                Company Number:

            	
              514-313-6010

            
	
              Fax
                Number:

            	
              514-313-6001

            
	 
	
              Admin
                Contact (Name/Email/Phone):

            	
              George
                Metrakos / gmetrakos@teliphone.ca /
                514-313-6010

            
	
              Technical
                Contact (Name/Email/Phone):

            	
              Benoit
                Laliberté / blaliberte@teliphone.ca /
                514-313-3432

            
	
              Accounts
                Payable Contact (Name/Email/Phone):

            	
              George
                Metrakos / gmetrakos@teliphone.ca /
                514-313-6010

            


    

    


    
      	
              Co-location
                and Bandwidth Services

              Includes:
                1 x 100 Mb port, 2 access cards, 2 keys

              Standard
                Cages: UPS included; Custom Cages: UPS customer
                supplied

            


    

    


    
      	 	
               
                Description

            	
               
                Qty

            	
               
                One-time Charges

            	
               
                Monthly Recurring

            
	
              Cage
                Type

            	
               
                Custom cage 81s.f. + 2Mb

            	
               
                1

            	
              0.00$  
                

            	
              2
                670.00$

            
	
              Bandwidth
                commitment

            	 	 	 	 
	
              Cross
                Connect/Cable Pull

            	 	 	 	 
	
              Power

            	 	 	 	 
	
              Additional
                Access Cards

            	 	 	 	 
	
              Other

            	 	 	 	 
	 	 	
               
                Subtotal:

               
                GST:

               
                PST:

               
                TOTAL A:

            	
              0.00$
                  

              0.00$
                  

              0.00$
                  

              0.00$
                 

            	
               
                Subtotal:

               
                GST:

               
                PST:

               
                TOTAL B:

            	
              2
                670.00$

              186.90$

              214.27$

              3 071.17$

            
	 	
               
                Total A + Total B = first month’s payment due upon

               
                signing of agreement

            	
               
                First month’s
                payment:  N/A

            


    

    


    Premises:
      1080 Beaver Hall, Montreal

    Currency
      : CAD

    Term:
      12 months

    Invoice:
      By email at gmetrakos@teliphone.ca

    Customer’s
      Scheduled Move-In Date (“Effective Date”):December 1st,
      2005

    


    Special
      Instructions:

    
      	
              ·  

            	
              United
                American Corp, Inc. is
                responsible for this Co-location and Bandwidth Services Agreement
                on the behalf of
                TéliPhone inc (it’s
                wholly owned
                subsidiary),
                and will take over the
                responsibility of this Agreement in the event of TéliPhone inc.
                not being
                able to do
                so.

            


    

     

    BANDWIDTH
      PRICING

    


    Billing
      Method:                                           95th
      Percentile

    


    
      	
              Commitment
                first 6
                months

            	
              Committed
                Traffic

            	
              Commit
                Price

            
	
              2
                Mb traffic per month

            	
              Included
                in monthly fee of 2 670$

            


    

    


    
      	
              Transfer
                Rate in Mb

            	
              No
                Commitment/BURST

            
	
              2.01
                – 25

            	
              $225/Mb

            
	
              25.01
                - 50

            	
              $200/
                Mb

            


    

    


     

     

    7