HUSTREAM SERVICE TERMS

These HuStream Service Terms (the “Service Terms”), together with any order form or online Order submitted by you (each, an “Order”), and any exhibit or attachment thereto, comprise the entire agreement (the “Agreement”) by and between HuStream Technologies Inc. ("HuStream") and the entity or individual (“Company”) identified in the Order concerning Company’s use, and HuStream’s provision, of the HuStream Service. If you are an individual and are entering into this Agreement on behalf of an entity, you represent and warrant that you have the authority to bind such entity to all of the terms and conditions of this Agreement.

1. The HuStream Service

The “HuStream Service” is an online Interactive Video Toolset that enables Company to upload, manage and distribute Company’s Content. From time to time, HuStream may offer additional subscription services of the HuStream Service (currently HuDesigner, HuPlayer, and HuAnalytics). Company is entitled to access and use only those features included in the HuStream Service to which Company has subscribed. As used herein, “Content” means all Content, data or information in any form that is uploaded to the HuStream Service by Company or on Company’s behalf. The HuStream Service does not include Company’s Content or the Content of any other HuStream customer. By using the online, HuDesigner (the “ID”) provided as part of the HuStream Service, Company may make choices about the presentation, and management of the Content. Company may change Company’s Content as permitted by the HuStream Service. In all cases, however, Company’s last Content in the ID, as reflected in HuStream’s database, shall be conclusive in the event of any dispute concerning Company’s Content.

2. Access to the HuStream Service; Trials

1. Access to the Service. Access to Company’s Account(s) shall be limited by use of username(s) and password(s) (“Credentials”) selected by Company. Except where HuStream has actual notice of loss, theft or unauthorized use of Company’s Credentials (i) Company is responsible for all activity occurring in Company’s Account(s) and (ii) HuStream shall have the right, without further inquiry, to rely on the provision of Company’s Credentials as sufficient to authenticate Company’s use of the HuStream Service.
2. Free Trials of the HuStream Service. HuStream may, from time to time, offer free trials of the HuStream Service. Unless otherwise indicated expressly by the offer, any such trial will be effective for a period of 30 days after such trial is commenced by Company or until Company places an Order with HuStream (whichever occurs first). Content uploaded to the HuStream Service by Company during a trial, and any selections made by Company within the ID during a trial, may be deleted unless Company places an Order with HuStream prior to the conclusion of the trial period. HuStream may terminate any free trial at any time in its sole discretion. NOTWITHSTANDING SECTION 9 OF THESE SERVICE TERMS, THE HUSTREAM SERVICE IS PROVIDED “AS-IS” AND WITHOUT ANY REPRESENTATION OR WARRANTY DURING TRIALS.

3. Company's Obligations.

1. Restrictions on Use. Company covenants that it will not (i) use the HuStream Service in any illegal or unlawful manner or for any illegal or unlawful purpose or (ii) perform any act which interferes with or disrupts the HuStream Service. HuStream will not review or screen Content on a regular basis for compliance with this Agreement or applicable law, and HuStream shall have no obligation to do so, provided, however, that in addition to any other rights HuStream may have, HuStream reserves the right to suspend Company’s access to and/or use of the HuStream Service to the extent that HuStream determines, in good faith, that such suspension is necessary to comply with applicable law or to prevent significant harm to any end user or the HuStream Service; provided further, however, that in such event, HuStream shall use commercially reasonable efforts to suspend only that portion of the HuStream Service as is reasonably necessary to prevent the occurrence or continuation of such violation and/or harm.

2. No Illegal, Harmful, or Offensive Use or Content. You may not use, or encourage, promote, facilitate or instruct others to use, the HuStream Service or Site for any illegal, harmful or offensive use, or to transmit, store, display, distribute or otherwise make available content that is illegal, harmful, or offensive. Prohibited activities or content include (i) any illegal activities, including advertising, transmitting, or otherwise making available gambling sites or services or disseminating, promoting or facilitating child pornography or (ii) activities that may be harmful to others, our operations or reputation, including offering or disseminating fraudulent goods, services, schemes, or promotions (e.g., make-money-fast schemes, ponzi and pyramid schemes, phishing, or pharming), or engaging in other deceptive practices or (iii) Content that infringes or misappropriates the intellectual property or proprietary rights of others or (iv) content that is defamatory, obscene, abusive, invasive of privacy, or otherwise objectionable, including content that constitutes child pornography, relates to bestiality, or depicts non-consensual sex acts or (v) content or other computer technology that may damage, interfere with, surreptitiously intercept, or expropriate any system, program, or data, including viruses, Trojan horses, worms, time bombs, or cancelbots.

3. Obligation to Pay. Company shall pay HuStream the fees set forth in this Agreement, including any applicable Order, exhibit, attachment or amendment to the Agreement, in accordance with the payment terms set forth herein. Company shall be responsible for and shall pay any applicable sales, use or other taxes or duties, tariffs or the like applicable to Company’s Order (except for taxes on HuStream’s income). All payments shall be made without deduction for withholding taxes. Late payments may be subject to fees at the rate of 1.5% per month or, if lower, the maximum rate allowed by law. If Company fails to pay applicable fees when payment is due, then in addition to any other rights HuStream may have, HuStream shall have the right to suspend delivery of all or a portion of the HuStream Service to Company. If HuStream pursues collection efforts against Company due to Company’s failure to pay fees due under this Agreement, Company shall pay HuStream’s reasonable costs of collection, including any attorneys’ fees related thereto.

4. HuStream's Obligations.

HuStream agrees to (a) operate and make available to Company the HuStream Service in accordance with this Agreement; and (b) perform any other obligations expressly identified in this Agreement.

5. Term.

The term (“Term”) of this Agreement shall commence when the credit card information Company has submitted in connection with its Order has been validated and accepted. The Term shall continue until the Agreement is terminated by either Company or HuStream in accordance with the provisions of the Agreement.

6. Termination.

Unless otherwise prohibited by law, either party may terminate this Agreement: (a) if the other party is adjudicated bankrupt or otherwise seeks to avoid its performance obligations under applicable bankruptcy or insolvency laws, (b) upon the occurrence of a material breach of this Agreement by the other party if such breach is not cured within 30 days after written notice identifying the matter constituting the material breach or (c) by following the cancellation instructions set forth herein. In the event of a termination of this Agreement, all licenses granted under this Agreement shall terminate automatically. Upon an early termination of this Agreement for any reason (other than a termination resulting from a material, uncured breach of this Agreement by HuStream), all fees and expenses payable under this Agreement shall become immediately due and payable.

7. Title.

As between the parties, HuStream owns all right, title and interest in and to the HuStream Service. This Agreement does not convey any ownership interest in or to the HuStream Service to Company, but only a limited license that is revocable as set forth in this Agreement. As between the parties, Company owns all right, title and interest in and to the Content.

8. Licenses.

1. License to Use the HuStream Service. HuStream hereby grants Company a limited, revocable (as set forth in this Agreement), non-transferable (except as provided in Sections 18(b) and (c)), non-exclusive, worldwide license to use the HuStream Service. All rights not expressly granted to Company are reserved by HuStream and its licensors. Except as expressly permitted by HuStream or to the extent expressly authorized by the HuStream Service, Company shall not: (a) sublicense, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the HuStream Service or any part thereof in any way; or (b) modify or make derivative works based upon the HuStream Service or reverse engineer, decompile or disassemble the HuStream Service.

2. License to Content. Company hereby grants HuStream a limited, revocable (as set forth in this Agreement), non-transferable (except as provided in Sections 18(b) and (c)), non-exclusive, royalty-free, worldwide license to perform all such acts with respect to the Content as are necessary for HuStream to provide the HuStream Service in accordance with this Agreement and Company’s selections made through the ID. For avoidance of doubt, although HuStream shall have the right hereunder to host, store, encode, reproduce and/or distribute the Content (among other things) in order to provide the HuStream Service in accordance with this Agreement, the parties expressly agree that HuStream does not hereby take legal title to any Content supplied by Company.

3. License to Feedback, Suggestions or Recommendations. Company hereby grants HuStream an unlimited, irrevocable, perpetual, transferable, non-exclusive, royalty-free, worldwide license to use and/or incorporate into the HuStream Service any feedback, suggestions and/or recommendations provided to HuStream by Company regarding the HuStream Service.

9. Representations and Warranties.

Company represents and warrants that (i) it either owns fully and outright or otherwise possesses and has obtained all rights, approvals, licenses, consents and permissions as are necessary to perform its obligations hereunder, exercise its rights hereunder and to grant the licenses granted by it under this Agreement, (ii) the Content and its use through the HuStream Service, as enabled by Company, directly or indirectly, does not, and shall not, infringe, violate or misappropriate any third party’s rights and (iii) it will use the HuStream Service and perform its obligations under this Agreement in compliance with all applicable local, state, national and international laws, rules and regulations.

10. Indemnification.

Company agrees to indemnify, defend and hold harmless HuStream and HuStream’s officers, employees, directors, agents, affiliates, subsidiaries, successors and assigns from and against any and all third party claims, damages, liabilities, loss, government fines, costs and expenses (including reasonable attorney’s fees and litigation expenses) (each a “Claim”), arising out of or related to any alleged or actual breach of any representation, warranty or covenant made by Company in this Agreement.

11. DISCLAIMERS.

EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, HUSTREAM MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND TO COMPANY, EITHER EXPRESS OR IMPLIED, AS TO ANY MATTER INCLUDING, WITHOUT LIMITATION, WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, WORKMANLIKE QUALITY, NONINFRINGEMENT, TITLE, SUITABILITY, COURSE OF DEALING, USAGE OF TRADE OR OTHERWISE OR THAT THE HUSTREAM SERVICE WILL BE UNINTERRUPTED OR ERROR FREE. EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE HUSTREAM SERVICE IS PROVIDED ON AN “AS IS” BASIS ONLY. NO ADVICE OR INFORMATION OBTAINED BY COMPANY FROM HUSTREAM SHALL CREATE ANY REPRESENTATION OR WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.

12. LIMITATIONS/EXCLUSIONS OF LIABILITY.

UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER UNDER ANY THEORY OF LIABILITY FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) ARISING FROM THE PERFORMANCE OR FAILURE OF PERFORMANCE OF ANY PROVISION OF THIS AGREEMENT (INCLUDING SUCH DAMAGES INCURRED BY THIRD PARTIES), SUCH AS, WITHOUT LIMITATION, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS. UNDER NO CIRCUMSTANCES WILL EITHER PARTY BE LIABLE TO THE OTHER FOR DAMAGES IN EXCESS OF THE VALUE OF THE ORDER THE COMPANY PLACED WITH HUSTREAM. NOTWITHSTANDING ANY OF THE FOREGOING IN THIS ENTIRE SECTION, THE LIMITATIONS SET FORTH IN THIS SECTION SHALL NOT APPLY IN THE CASE OF (I) BREACHES OF SECTION 3(A) (“RESTRICTIONS ON USE”), (II) AMOUNTS PAYABLE PURSUANT TO SECTION 10 (“INDEMNIFICATION”), (III) DAMAGES RESULTING FROM INTENTIONAL TORTS OR (IV) FEES PAYABLE BY COMPANY UNDER THIS AGREEMENT.

13. Third-Party Services.

HuStream may, from time to time, inform customers of third-party services that can be used by customers in connection with the HuStream Service, including services from companies associated with HuStream’s Alliance program, and Company may opt to use these or other third-party services in connection with the HuStream Service. Company’s use of any third-party service in connection with the HuStream Service, and any terms, conditions, representations and/or warranties associated with such use, are solely between Company and such third-party service provider. HuStream makes no representation or warranty with regard to any such thirdparty service, even if such provider is certified by HuStream or selected as a premier provider (or similar designation) by HuStream, and HuStream shall not be responsible to Company in any manner for any such third-party service. HuStream does not, unless otherwise expressly set forth in writing, provide maintenance or support for third-party services.

14. Confidentiality.

Each party agrees not to disclose the other party’s Confidential Information without its prior written consent. “Confidential Information” includes, without limitation: (a) all intellectual property; (b) financial information (including pricing) and business information; and (c) any other information designated in writing as “Confidential.” Confidential Information does not include (w) Content; (x) information that has become publicly known through no breach by Company or HuStream of these confidentiality obligations; (y) information that is independently and lawfully developed or obtained without access to Confidential Information, as evidenced in writing; or (z) information required to be disclosed by law.

15. Identification Rights.

HuStream shall have the right to identify Company as a customer and Company shall have the right to identify HuStream as the provider of the HuStream Service.

16. Notices.

All notices under this Agreement must be in writing and delivered either by hand, e-mail, certified mail (return receipt requested, postage pre-paid) or nationally recognized overnight delivery service (all delivery charges pre-paid) and addressed, if to Company, to the contact identified in Company’s most recent Order and, if to HuStream, to HuStream Technologies Inc., 1405 St. Paul Street, Kelowna, BC, Canada, V1Y2E4, attn: General Counsel.

17. HuStream HuDesigner, HuPlayer, and HuAnalytics.

1. HuDesigner, HuPlayer, and HuAnalytics Entitlements.

   From time to time, HuStream may offer one or more Services to customers. The usage entitlements (the “Entitlements”), which currently include usage of the HuStream Service, a defined allotment of video files based on overall length and bandwidth (GBs), the features and the fees for each HuDesigner, HuPlayer, and HuAnalytics shall be described on the HuStream website or otherwise communicated to Company by HuStream.

2. Credit Card Charges.

   By submitting an Order for HuStream HuDesigner, HuPlayer, and HuAnalytics, Company agrees that HuStream is authorized (and will continue to be authorized until this Agreement is terminated) to charge a monthly service fee or annual service fee as chosen by the Company and any applicable additional usage fees to the credit card Company provided in connection with its Order. Company acknowledges and agrees that the amount charged may vary from month to month or year to year due to additional usage fees or Services incurred by Company pursuant to its HuDesigner, HuPlayer, and HuAnalytics and/or changes Company makes to its HuStream HuDesigner, HuPlayer, and HuAnalytics subscription. Company authorizes HuStream to charge Company’s credit card for such varying amounts. All fees are payable in US dollars.

   1. Monthly Service Fees.

      Upon submission of an Order, HuStream will charge Company’s credit card immediately for the first month of the HuDesigner, HuPlayer, and HuAnalytics Services that Company selected. Thereafter, monthly service fees will be charged to Company’s credit card in advance on or around the day of the initial Order of each calendar month until this Agreement is terminated. HuStream does not guarantee that Company’s credit card will be charged by a specific day of the month.

   2. Annual Service Fees.

      Upon submission of an Order, HuStream will charge Company’s credit card for the first year of the HuDesigner, HuPlayer, and HuAnalytics Services Company has selected. Thereafter, annual service fees will be charged to Company’s credit card on the renewal date until this Agreement is terminated. HuStream does not guarantee that Company’s credit card will be charged by a specific day of the month.

   3. Additional Usage Fees.

      If Company exceeds any of the monthly or annual Entitlements in its HuDesigner, HuPlayer, and HuAnalytics at any point during the Term, HuStream will charge Company’s credit card the applicable additional usage fees identified in Company’s Order on or around the first day of the calendar month following the month in which such additional usage fees are incurred by Company. HuStream does not guarantee that Company’s credit card will be charged by a specific day of the month.

   4. Add on Service Fees.

      If Company adds additional Entitlements identified in the Company’s Order during the Services Term, HuStream will prorate add on services to the end of the existing Term and charge the credit card immediately for additional fees. HuStream will then charge the Company’s credit card for the full fees for the Term at the start of the next billing Term.

3. No Refunds.

   All fees are non-refundable. For clarity and avoidance of doubt, HuStream shall have no obligation to issue refunds or credits for any unused Entitlements, partial months or in connection with any downgrade, cancellation, termination or otherwise.

4. Fees Charged by Company’s Credit Card Issuer, Bank or Financial Institution.

   Company is solely responsible for any and all fees charged to Company’s credit card by Company’s credit card issuer, bank or financial institution including, without limitation, membership, overdraft, insufficient funds and over-the-credit-limit fees.

5. Order Information.

   Company agrees to provide HuStream with true, accurate and complete information in connection with its Order, including, without limitation, Company’s legal name, address, telephone number, email address and billing information (i.e., credit card number and expiration date) (“Order Information”). Company agrees, throughout the Term, to maintain and promptly update Company’s Order Information and any other information Company provides to HuStream in connection with its use of the HuStream Service. HuStream shall have the right to cancel Company's Order, upon notice and 5 days' opportunity to cure, if HuStream determines that Company's Order Information is not accurate or current.

6. Billing Information.

   Company may change Company’s credit card information or its billing information by updating the “Billing Information” section within the HuStream Client Center. Only the User who initially provided the credit card information is entitled to access and change Company’s credit card information in the HuStream Client Center. Company acknowledges and agrees that HuStream may (though is not required to) contact Company from time to time to verify Company’s Order Information, including credit card expiration date, provided, however, that Company remains solely responsible for providing accurate and current payment information to HuStream throughout the Term and if such information is not received by HuStream, HuStream may suspend Company’s use of the HuStream Service.

7. Locked Accounts for Payment Failure.

   If HuStream is unable to charge Company’s credit card for any reason, HuStream may, in addition to any other rights HuStream may have, suspend Company’s use of the HuStream Service until such time as all applicable charges are successfully applied to Company’s credit card.

8. Cancellations.

   The monthly or annual service fees (and any applicable additional usage fees) for Company’s HuDesigner, HuPlayer, and HuAnalytics will continue unless and until this Agreement is terminated pursuant to Section 6 or cancelled pursuant to this section.

   1. Cancellation by Company.

      Company may cancel any Company Order at anytime. Company’s cancellation must be finalized prior to 11:59 pm (Pacific Time) on the last day of the then-current Term in order to avoid charges for the following Term. Any final charges (monthly or annual service fees and/or any additional usage fees) that have not been charged to Company’s credit card prior to cancellation will be charged to Company’s credit card following cancellation. HuStream is not responsible for Company’s failure to properly cancel an Order, nor is HuStream responsible for any credit card charges and fees Company may incur as a result of such failure.

   2. Cancellation by HuStream.

      In addition to any other termination rights HuStream has under, HuStream may, with at least 30 days' prior notice to Company, cancel Company’s Order at any time in HuStream's sole discretion. Any final charges (monthly service fees and/or additional usages fees) that have not been charged to Company’s credit card prior to cancellation will be charged to Company’s credit card following cancellation. For clarity and avoidance of doubt, if Company is subject to more than one Order, any cancellation of an Order pursuant to this section shall terminate this Agreement with respect to such Order only.

9. Company’s Credit Card Information.

   Company agrees that HuStream may share Company’s Order Information with third-party credit card processing companies for the purposes of verifying the accuracy of Company’s Order Information and processing and charging Company’s credit card for Company’s Order.

10. HuDesigner, HuPlayer, and HuAnalytics Definitions.

    The following terms have the definitions provided below:

    1. Account.

       Means a single point of entry into the HuStream Service through which User(s) access and use the HuStream Service.

    2. GB.

       Means 1,000,000,000 bytes and is the measurement of bandwidth usage. Company shall pay for all GBs transferred by HuStream, including all ingress traffic and egress traffic related to the HuStream Service.

    3. Amount of Video Content.

       Means the amount of video stored by Company in Company’s HuStream HuDesigner. Amount of video content is measured in minutes of total content stored. For clarity and avoidance of doubt, if Company exceeds the amount of video content allowed by the subscription then an upgrade to accommodate more video content must be purchased by the Company for all subscriptions for the Company.

    4. User

       Means a single person, authorized by Company, to use the HuStream Service on Company’s behalf, with unique HuStream Credentials. Each User must have his or her own Credentials and may not share such Credentials with any other person or entity.

11. Changes to Fees and the Agreement.

    With at least 30 days' prior notice to Company, HuStream may, in its discretion, change the terms (including the fees) and/or Entitlements of Company’s Subscription. If Company does not agree to such changes, Company will have an opportunity to cancel or change its Order prior to such changes going into effect. If Company does not cancel or change its Order within such timeframe, Company hereby acknowledges and agrees that its failure to cancel or change its Order shall constitute Company’s affirmative acceptance of the changes.

General.

(a) Independent Contractors: HuStream and Company are independent contractors under this Agreement and nothing herein shall be construed to create a partnership, joint venture or agency relationship; (b) Assignment: Neither party may assign performance of this Agreement or any of its rights or delegate any of its duties under this Agreement without the prior written consent of the other; (c) Merger or Acquisition: Notwithstanding subsection (b) above, each party may assign this Agreement without the other party’s prior written consent in the case of a merger, acquisition or other change of control, and in such event this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns; (d)Governing Law: This Agreement and its application and interpretation will be governed exclusively by the laws prevailing in the Province of British Columbia, Canada which will be deemed to be the proper law hereof. The parties hereby irrevocably attorn to the jurisdiction of the courts of the Province of British Columbia, Canada in the event of any proceedings regarding this Agreement.; (e) Statute of Limitations: Company agrees that notwithstanding any law providing a longer statute of limitations, any claim or cause of action against HuStream arising out of or related to this Agreement and/or Company's use of the HuStream Service must be filed within 1 year after such claim or cause of action arose, without regard to the date such claim or cause of action was discovered, or such claim or cause of action shall be forever barred; (h) Export Compliance: Each party shall comply with all applicable Canadian and international export control laws and regulations and, for avoidance of doubt, Company represents that it is not on a list of embargoed or restricted organizations/individuals or located within an embargoed or restricted destination; (i) Effect of Waivers: The waiver by either party of a breach or a default of any provision shall not be construed as a waiver of any succeeding breach of the same or any other provision; (j) Survival: All terms of this Agreement which by their nature extend beyond the termination of this Agreement, remain in effect until fulfilled and apply to respective successors and assigns; (k) Counterparts; Delivery; Acceptance: This Agreement may be executed in counterparts, all of which are considered one and the same agreement, and becomes effective when one or more counterparts have been signed by each of the parties and delivered to the other party or upon Company's submission of an online Order (whichever occurs first). Delivery by facsimile or e-mail and online acceptance are all as effective as physical delivery of an originally executed copy hereof; (l) Integration; Amendment: This Agreement constitutes the entire understanding of the parties hereto with respect to the matters contemplated hereby, supersedes all previous agreements between the parties concerning the subject matter hereof and, except as otherwise set forth in this Agreement, cannot be amended except by a writing signed by authorized representatives of both parties; (m) No Reliance: No party hereto has relied on any statement, representation or promise of any party or representative thereof except as expressly set forth in this Agreement; and (n) Purchase Orders/Instruments: Any instruments, including purchase orders, work orders and acknowledgments, issued by Company in connection with this Agreement (“Instruments”) shall not add to, supersede or conflict with, the terms of this Agreement and in the event any term of an Instrument purports to add to, or conflicts with, any term of this Agreement, such term of the Instrument shall be void and without effect.

© HuStream Technologies Inc. 2011

Version 1.3 (last updated December 20, 2011)