Service Agreement

SAFETYLINE SUBSCRIBER AGREEMENT

IMPORTANT – READ CAREFULLY: This is a legal agreement (the “Agreement”) between the Customer and Tsunami for the Customer’s use of the Tsunami SafetyLine system (the “Service”).  By signing this Agreement, Customer agrees with the terms and conditions (the “Terms and Conditions”) herein.  If you do not agree, do not sign this Agreement.

This Agreement is BETWEEN:

TSUNAMI SOLUTIONS LTD., a company incorporated pursuant to the laws of British Columbia, having a head office at 2055 Boundary Road, Suite 202, Vancouver, British Columbia, V5M 3Z1

(Hereinafter called “Tsunami”)

OF THE FIRST PART

AND

CUSTOMER

(As identified on the face hereof being an individual and named business or corporation, or just an individual where there is no business identified)

OF THE SECOND PART

1. 1.      TERMS AND CONDITIONS OF SUBSCRIPTION

SafetyLine Subscriber Licences:  Tsunami shall provide access to a SafetyLine server connected to the Internet and the Public Switched Telephone Network (PSTN) to which Customers subscribe based on the number of specified users.  Tsunami hereby licenses to Customer the right to use the SafetyLine service for its own internal company use on an individual user (a “Subscriber”) basis.  Each Subscriber of the system including monitors, operators, administrators, field users and others requires a paid License to use the SafetyLine server.  Each License may be transferred within the same company from one individual to another. The price for each License the Customer pays is written on the face of this Agreement.

Hardware:  Customer shall provide its own compatible hardware to its Subscribed users of the SafetyLine system.

Credit: Unless otherwise agreed to in writing by Tsunami, there will be no credit issued to Customer.  An advance subscription payment shall accompany the delivery of this Subscriber Order as specified on the face of this Agreement.  The Customer shall pay continuing subscriptions in advance of the service as specified by the billing cycle on the face hereof. Customer shall pay and maintain a deposit as written on the face of this Agreement to cover the costs of all local and long distance telephone charges in advance.  Customer is responsible for all other costs required for system set-up and continued operations including service charges, administration fees, taxes and similar charges.  Customer agrees to pay all bona fide invoices presented to the Customer by Tsunami upon presentation of those invoices.  Tsunami may invoice Customer for up to eighteen months from the date the charge was incurred.

Service or Equipment Problems:  Tsunami does not warrant that the SafetyLine Service or any associated equipment or the service or equipment of any telecommunications company necessary for the proper operation of SafetyLine will always be working.  If requested to do so in writing by Customer, Tsunami will credit Customer for the outage period of service if the outage is exclusively the result of Tsunami’s SafetyLine system.  Outage periods of the telephone companies, Internet service providers or similar third parties will not qualify for a service credit.

Further Conditions:  Customer agrees not to share SafetyLine with others.  Customer further agrees not to resell SafetyLine to others.

Privacy:  Tsunami does not guarantee the privacy of any communications or information of the service.

Acceptance of Order:  a duly authorized officer of Tsunami signing this order as accepted indicates Tsunami’s acceptance of this order.

1. 2.      LIMITATION OF LIABILITY

No Representations: No representations or warranties, express or implied, statutory or otherwise, will apply to this Agreement, unless and except to the extent expressly contained in this Agreement.

No Consequential Loss: Tsunami will not be liable in any circumstances for any consequential loss whatsoever, however caused, including (without limitation) business interruption or loss of profits to Customer or any third party, or loss of life or personal injury to anyone using SafetyLine.

Maximum Liability:  The maximum liability of Tsunami under any and all provisions of this Agreement shall be limited to the amount paid for the products as written on the face of this Agreement.

1. 3.      TERMINATION

Notice of Renewal:  Unless otherwise stated herein, either party can cancel the Service by notifying the other in writing at least 30 days before the Term of this Agreement.  This Agreement will automatically renew for a further one year Term if no such notice is received by one of the parties.

Breach of Term or Condition:  Tsunami may cancel or suspend Customer’s Service for non-payment of Tsunami bona fide invoices by Customer or for breach of any of the Terms or Conditions of this Agreement.  Tsunami can also terminate this Agreement if the Customer uses SafetyLine in such a way as to adversely affect our operation or the use of our Services by other customers.  No refund of any payments will be made by Tsunami to the Customer as a result of a breach of any Term or Condition of this Agreement.

Early Cancellation:  In the event that Customer terminates its Service with Tsunami, Customer agrees to pay to Tsunami the product of 75% of the monthly Service fee in effect at the time of cancellation multiplied by the number of months remaining in the Term(s) plus all applicable service charges and taxes.

1. 4.      GENERAL PROVISIONS

Enduring Confidentiality: Tsunami and Customer are committed to the confidentiality of this Agreement and of all information relating to each party and its business.  Each party will take all necessary steps to ensure that this Agreement and all such information will remain confidential.

Applicable Law:  Tsunami and Customer agree that this Agreement will be construed and interpreted in accordance with the laws of British Columbia, and the parties hereby attorn to the jurisdiction of the courts of British Columbia with respect to all disputes arising out of this Agreement.

Headings:  The captions and headings used herein are for convenience only and do not in any way affect, limit, amplify or modify the terms and provisions hereof.

Whole Agreement:  This Agreement encompasses the total agreement between the parties.  There are no supplementary or verbal agreements.  The legal validity of any previous correspondence lapses with the signing of this Agreement.

Amendments:  Any amendment to this Agreement must be in writing.

Severance:  If any portion of this Agreement is found to be legally invalid, that portion of the Agreement will be stricken without invalidating the entire Agreement.

Time:  Time is of the essence of this Agreement.

Accepted by: