1. RENEWAL: This Agreement shall automatically renew at the end of the Initial Term, as defined in Paragraph 3 below, and thereafter at the end of each succeeding Subsequent Term(“Subsequent Terms”), for terms of one (1) year each upon the same terms and conditions, except for the Fees, which, if not determined thirty (30) days prior to the end of the Initial Term or the relevant Subsequent Term, shall be calculated at the then current rate.

2. PAYMENT, EQUIPMENT and TERM: This agreement shall commence on the date accepted by ALTITUDE and be effective for the period stated below. The CUSTOMER agrees to pay ALTITUDE the amounts below and any further amount reflected in the Service Level Addenda (“SLA”) attached as Schedule “A” and forming part of this Agreement, collectively referred to as the “PAYMENT”.

3. UNIFIED COMMUNICATIONS: Unified Communications provides a consistent unified user-defined interface and experience across multiple devices and media-types as hosted by Altitude. UC components (“Hosted Components” or “System” or “UC Systems”) provided by Altitude may include, subject to the attached SLA cataloguing specific products and services and any amendments thereto: a) real-time voice telephony (including IP telephony, dial tone, phone number, and call routing) using Altitude equipment only, presence information, video conferencing, data sharing (including web connected electronic whiteboards and interactive whiteboards), desktop control tools including call control and speech recognition; and b) non-real-time communication services including integrated voicemail, email, SMS, and facsimile transmission (“Unified Messaging”).

4. PERIPHERAL EQUIPMENT: All peripheral “plug in” items which shall include but not be limited to servers, switches, headsets, dialers, UPS equipment, answering machines & cordless/wireless or other telephones, which are not provided by ALTITUDE, are not covered by this agreement.

5. CUSTOMER SUPPLIED CUSTOMER PREMISES EQUIPMENT (“CPE”): In the event that Customer supplies CPE as an actively managed component of the services contemplated herein, Altitude will at the specific request of the Customer and at Customer cost attempt to diagnose and restore such equipment in the event of failure. However, should Customer-supplied CPE require replacement, Altitude will as soon as reasonably practicable notify Customer of its inability to repair such CPE and the need for Customer to coordinate replacement. Any SLA contemplated herein for replacement of CPE and subsequent restoral of service shall not apply. In the further event that Customer supplied CPE requires pre-staging and/or onsite installation or integration service by Altitude, such shall be billed on a time and material basis at current rates. Any non-Altitude service to Altitude supplied UC equipment, whether or not it is Altitude CPE, shall be deemed to be a breach of this Agreement and shall void any warranty, implied or otherwise.

6. ALTITUDE SUPPLIED CPE: In the event of a failure of Altitude supplied CPE at the Customer’s premises which is/are provided by Altitude for use by the Customer solely in connection with the services provided herein other than the Hosted Components, and not as a consequence of an event contemplated in paragraph 6, above, the Customer’s sole remedy for such failure shall be repair or replacement of such Altitude supplied CPE. If repair or replacement of the Altitude supplied CPE is not reasonably practicable in the sole opinion of Altitude, Altitude shall notify the Customer and the Customer may terminate this Agreement upon Fifteen (15) business days prior notice in writing to Altitude. Altitude shall then have Ten (10) business days to either remediate or accept termination of this Agreement. The Customer shall have no other recourse against Altitude following such termination. In the event of a hardware failure, Altitude will supply a replacement system from existing inventory subject to reasonable availability. Inventory will be maintained consistent with third-party vendor recommendations. If the failure occurs and is reported during business hours (800 am to 4:00 pm, MST, Monday through Friday, except holidays), Altitude will replace the failed system by the end of the next business day for domestic locations. If the failure occurs after hours, the replacement CPE will be shipped within two business days. Altitude may require that the Customer’s site contact provide assistance and physically access the firewall console and type in commands as instructed by an Altitude engineer. All instructions will be conducted in the English language.

7. MAINTENANCE WINDOWS: Altitude will make every effort to perform maintenance during Customer-defined maintenance windows. In the absence of Customer-defined maintenance windows, maintenance will be performed as set forth in the SLA. In addition, Altitude requires that the Customer provide to Altitude a three-hour maintenance window each month for Altitude to perform system upgrades including, but not limited to, enhancing monitoring utilities, uploading programs and updates, and exchanging hardware. System upgrades may occur outside of the three-hour maintenance window upon permission from the Customer’s designated site contacts. Altitude reserves the right to change maintenance default window times upon posting to the website or providing any other reasonable notice to the Customer, including email or otherwise.

8. LANGUAGE SUPPORT: Altitude answers all user calls and support calls in the English language. Multiple language support is not offered at this time.

9. CUSTOMER SERVICE PROVISIONS: Subject to the conditions hereof, Altitude shall, without additional charge to the CUSTOMER, furnish the following services. Altitude shall provide regular service on the average within twenty-four (24) hours of receipt of notice from CUSTOMER. Emergency Service, however, will be rendered on the average within two (2) hours of CUSTOMER’s request being received by Altitude. For the purpose hereof, an emergency is defined as a Twenty-five (25) percent outage of lines or stations or the inability to initiate incoming or outgoing calls. Regular service will be provided during normal business hours (8:00 am to 4:00 pm, MST, Monday through Friday, except holidays). Emergency service outside of normal business hours will be provided seven (7) days a week & twenty-four (24) hours and within 6 hours.

In the event that Altitude fails to provide emergency service within the timeframes targeted above, then the Customer will be entitled to such credit towards the Customer’s account as provided for in the SLA. This credit will be deemed as final settlement by the CUSTOMER and is in lieu of any other claims or credit entitlement.

10. ASSIGNMENT: This agreement may not be transferred or assigned to any third party without the written consent of ALTITUDE, which consent shall not be unreasonably withheld.

11. ADDITIONAL SERVICES: If new or additional services are added to the SLA subsequent to the date of this agreement, those additions will increase the cost of the program at the then current price offered by Altitude. Additional services shall be requisitioned by the Customer, in writing, and billing for same by Altitude shall commence on a pro-rated basis as of the date of activation of such product or service.

12. PERFORMANCE: Altitude does not make any warranties in respect to the equipment either express of implied, except as provided in this agreement. All warranties shall be void as to equipment damage or rendered unserviceable by absence of a proper Uninterruptable Power Supply (UPS), Customer’s negligence or., misuse, theft, vandalism, fire, water, Acts of God, or other peril, or by moving, repair, relocation, or alteration not authorized by Altitude. Altitude shall in no event be liable for any special, incidental, or consequential damages for loss, damages or expense directly or indirectly arising from Customer’s inability to use the equipment either separately, or in combination with any other equipment or from any other cause. Customer hereby grants Altitude full and reasonable access to the premises on which the System is located for maintenance purposes.

Customer must provide sufficient remote access to servers and equipment to allow for fast responsiveness by Altitude to the equipment. Remote Access can included Remote Desktop Connection, VPN or similar forms of electronic remote access.

13. SERVICE CREDIT EXCEPTIONS; MAXIMUM CREDITS: Service credits will not be available in cases where the goal is not met as a result of (a) the negligence, act or omission of the Customer, its employees, contractors, agents or its end users, including without limitation, any failure by Customer to comply with the terms of this agreement or any SLA; (b) any time elapsed by the non-responsiveness of Customer shall be deducted from trouble ticket timelines when used in the calculation of SLA’s; (c) the failure or malfunction of equipment, applications, or systems not owned or controlled by Altitude; (d) circumstances or causes beyond the control of Altitude, including Force Majeure; (e) scheduled service maintenance, alteration or implementation; (f) the unavailability of Customer personnel, including as a consequence of any failure by Customer to provide to Altitude accurate, current contact information for such personnel; and (g) any failure by Customer to provide Altitude with remote and/or onsite access to covered devices. In the event that Customer is entitled to multiple credits under this agreement or SLA arising from the same event, such credits shall not be cumulative and Customer shall be entitled to receive only the highest maximum single credit available for such event. Credits shall not, in any event, exceed 100% of the monthly fees for any service or product affected by such event. A credit will be applied only to the month in which the event giving rise to the credit occurred. Customer’ remedies for any and all claims relating to this System shall be those set forth herein or in any SLA.

14. CUSTOMER RESPONSIBILITIES:

(a) Connection – The Customer is responsible for obtaining all network connectivity or other services for the purpose of connecting to and using the UC services herein;

(b) License Terms – Use of any Third Party Software Products, including without limiting the generality of the foregoing, Microsoft Software products, Apple Software Products, Linux Software products, or Cisco Software Products (“Third Party Software”) used in conjunction with or as part of the UC services may be governed by the specific license terms and conditions set out in, and which form part of, the terms of use provided by the Third Party software provider. The Customer shall not ((i) remove, modify or obscure any copyright, trademark or other proprietary rights notices that appear on the Third Party Software products or that appear during use of the Third Party Software products; or (ii) reverse engineer, decompile or disassemble the Third Party Software products, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation. Use of Blackberry Inc. syncronization feature (hosted BlackberryTM for Microsoft Exchange) is governed by Blackberry terms and conditions and user software license agreements. Use of the UC services may also be subject to other conditions of use, upon accessing the UC services provided by Altitude. The Customer shall comply will all these license terms and conditions and any other condition of use imposed at law or by this Agreement or the SLA.

15. RESTRICTIONS ON USE: The Customer shall not:

(a) Re-sell the UC services or access to the UC services contemplated herein; and

(b) Reproduce, duplicate, copy, disassemble, decompile or reverse engineer all or any part of the UC services.

Further, the Customer acknowledges and agrees that Altitude does not:

(a) Represent or endorse the accuracy or reliability of any opinion, advice or statement transmitted through the use of the UC services contemplated herein;

(b) Assume any liability for any harassing, offensive or obscene material distributed through the use of the UC services; or

(c) Assume any liability for any material distributed through the use of the UC services, including any use of the UC services which is in violation of any third party's copyright or any other intellectual property rights enjoyed by such third parties.

16. CONTENT AND SERVICE REQUIREMENTS: The Customer is solely responsible for all data, software or other materials, information or content transmitted, stored or received by the Customer using the UC services. The Customer further agrees that by posting, uploading, providing, inputting, submitting or otherwise transmitting such information to Altitude or any third-party using the UC services contemplated herein, the Customer has granted to Altitude a royalty-free, non-exclusive license to disseminate, distribute, transmit, display, edit, delete, publish, translate, use, and copy such information to the extent reasonably required by Altitude for the purpose of providing the UC services or to ensure adherence to or enforce the terms of this Agreement. The Customer expressly grants to Altitude a license to cache such information and agrees that such caching is not an infringement of any of the Customer’s intellectual property rights or copyright or any third party's intellectual property rights or copyright.

17. ID AND PASSWORD: Use of the user ID and password assigned to the Customer shall be sufficient to verify the identity of the Customer and the authenticity of orders for additional services when using the Altitude Call Centre or online desktop tools. Any online order is binding on the Customer.

Altitude does not monitor the use of UC Services and is not responsible for any unauthorized use of the UC Services by anyone using the Customer’s IDs or passwords assigned to the Customer. The Customer is responsible for maintaining the security of and is responsible for the actions of any party using, all user IDs and passwords assigned to the Customer. The Customer shall immediately advise Altitude by email or telephone of any unauthorized use of the Services or the user IDs or passwords, or of any other breach of security, and shall provide assistance requested by Altitude to stop or remedy any breach of security.

The Customer and its users will not attempt to gain or allow access to any data, files or programs to which they are not entitled and, if such access is obtained, the Customer and its users will immediately return such materials to Altitude and/or its suppliers and licensors, without using, copying, disclosing or distributing it.

18. VIRUSES AND SPAM: Altitude is not responsible for or liable for any damages arising from viruses or spam that may infect the Customer’s computer equipment or other property as a result of the Customer’s access to or use of the UC System.

19. PRIVACY: Our Privacy Policy, a copy of which is attached hereto as Schedule “B”, describes how Altitude collects, stores, processes and uses information associated with the Customer’s use of UC Services. The Customer consents to the collection, use and disclosure by Altitude and its agents of your personal information (whether previously collected or to be collected) for the purposes identified in the Privacy Policy. The Privacy Policy may be updated by Altitude from time to time.

20. DISCLOSURE RIGHTS: To comply with applicable laws and lawful government requests, Altitude may access and disclose any information it considers necessary or appropriate including user profile information (i.e., name, email address, etc.), IP addressing and traffic information, usage history, and Content. Altitude also reserves the right to report any activity that it suspects violates any law or regulation to appropriate law enforcement officials, regulators, or other appropriate third parties. To comply with any law, regulation court order or other government request or order, Altitude may access, preserve and disclose any telecommunications related data or information associated with the Customer’s use of UC Systems. To the extent any inconsistency exists between any terms of the Altitude’s Privacy Policy and Altitude’s right to disclose under this section, Altitude’s right to disclose under this subsection shall prevail.

21. EFFECT OF TERMINATION: Altitude is not responsible to notify any third party of any suspension, restriction or termination of the UC services contemplated herein. In the event that such services are suspended, restricted or terminated by either Altitude or the Customer, Altitude shall have no obligation to maintain information, content, data or information related to the UC services contemplated herein, and all such information, content or data may be immediately deleted by Altitude.

22. TERMINATION: Altitude may terminate this Agreement on Thirty (30) days written notice to the Customer in the event that the Customer breaches any of the terms and conditions herein or fails to pay amount due hereunder. In the event that either party does not wish to renew this Agreement as provided in paragraph 2 above, such party shall provide written notice to the other party at least Sixty (60) days prior to the end of the present term.

23. HEADINGS: The headings utilized in this Agreement are for convenience only and are not to be construed in any way as additions or limitations of the covenants and agreements contained in this Agreement. Further, such headings shall not invalidate the remaining provisions hereof.

24. ENTIRE AGREEMENT: The provisions contained in this Agreement, together with any SLA, contain the entire agreement of the parties. No representations were made or relied upon by either party other than those that are expressed and set forth in this Agreement. Any alteration, modification, amendment or change to this Agreement must be in writing, refer to this agreement, and must be executed by both Altitude and the Customer.

25. SEVERANCE: If any provision of this Agreement is held to be illegal, invalid or unenforceable by a court of competent jurisdiction, such provision shall be severed from this Agreement and the remaining provisions shall not be invalidated and shall remain in full force and effect.

26. DELEGATION: The parties agree and acknowledge that Altitude shall have the right and does reserve to itself the right to delegate the performance of warranty work to subcontractors, but in such case where such work is delegated by Altitude to a subcontractor, Altitude shall remain responsible to the Customer for the performance of such work.

27. NON-WAIVER: The failure of either party to object to or to take affirmative action with respect to any conduct of the other which is in violation of the terms of this Agreement shall not be construed as a waiver of those terms or of any future breach.

28. GOVERNING LAW: The parties agree that this Agreement shall be construed in accordance with and governed by the laws of the Province of Alberta and the laws of Canada, as may be applicable to this Agreement. Further, the parties consent to venue and jurisdiction in the Court of Queen’s Bench of Alberta, Judicial Centre of Calgary, for any action relating to this Agreement or the transactions contemplated hereby.

TERMS AND CONDITIONS: (Hardware and Installation)

ALTITUDE COMMUNICATIONS shall furnish all cable, wire, hardware and labour necessary to install the quoted hardware, in good and working condition at the customer’s premises. (Telephone set cable, jacks, terminations and house cable additional).

Customer is responsible for consent of landlord, approvals, permits and all associated charges. In addition, customer appoints ALTITUDE COMMUNICATIONS as its agent to order trunk lines and to request from the telephone company a cutover date (cutover meaning the date upon which the equipment becomes operational) such date is subject to final confirmation by ALTITUDE COMMUNICATIONS.

Warranty is subject to the provision of this paragraph. ALTITUDE COMMUNICATIONS warrants that for a period of 12 months from the order date, the equipment and its installation will be free from defects in material and workmanship. If any defects covered by this warranty occur within the above period, ALTITUDE COMMUNICATIONS shall have the option of repairing or replacing the equipment or the installation at its expense. Such repair or replacement shall be customer's exclusive remedy for breach of warranty. This warranty does not extend to any equipment that has been (a) subject to misuses, neglect accident, fire or by other casualty (b) wired, installed, repaired or altered by anyone other than ALTITUDE COMMUNICATIONS employees (c) used in violation of instructions furnished by ALTITUDE COMMUNICATIONS or (d) moved from its original placement and/or no longer owned and used by the The Customer

THE ABOVE WARRANTY IS IN LIEU OF AND EXCLUDES ALL OTHER EXPRESSED OR IMPLIED WARRANTIES, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

LIMITATION OF LIABILITY: ALL DAMAGES INCLUDING CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF REVENUE OR PROFITS OR ADDITIONAL OPERATING OR PERSONAL EXPENSES) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE BREACH THEREOF OR THE EQUIPMENT, OR THE INSTALLATION OR MAINTENANCE THEREOF OR ANY DELAY RELATIVE TO ANY OF THE FORGOING (INCLUDING ANY SUCH DAMAGES ARISING OUT OF OR RELATED TO NEGLIGENCE OR OTHER TORT).

Risk of loss. Risk of loss or damage to each item of equipment shall pass to the consumer upon delivery of such item to customer's premises. So long as any portion of the purchase remains unpaid, customer shall cause each such item to be insured against fire, theft, and "extended coverage" perils for its full insurable.

Security interest. To secure a payment of all amounts payable hereunder, customer hereby transfers, sets over, grants and conveys to ALTITUDE COMMUNICATIONS a security interest in the equipment, together with all replacements, parts, additions, repairs and accessories incorporated herein and or hereafter affixed thereto. Customer hereby irrevocably appoints ALTITUDE COMMUNICATIONS or its attorney, in fact, to execute, deliver and file any financial statements or other documents and agrees to do what ALTITUDE COMMUNICATIONS may deem necessary to continue the security interest created by the agreement and to protect the equipment.

Miscellaneous. Acts of God, riots, strikes or other circumstances beyond ALTITUDE COMMUNICATIONS’ control shall excuse delays in installation and maintenance. The equipment shall remain personal property, and shall not become part of real property, regardless of the manner of affixation.

Terms and conditions. This agreement contains a complete agreement between the parties who hereby agree that except as herein expressly set forth there are no other representations, warranties or stipulations affecting this agreement.