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SERVICE LEVEL AGREEMENT (SLA)
CANWEB INTERNET SERVICES LTD.
A Canada Corporation with head office at
1086 Modeland Road
Suite 201, Building 1010
Sarnia, ON N7S 6L2
(hereinafter referred to as “CanWeb”)
(hereinafter referred to as “Customer”)
WHEREAS CanWeb is in the business of providing internet services through, as well as related
AND WHEREAS the Customer desires to connect to the CanWeb network to receive certain
services as defined herein;
AND WHEREAS CanWeb and Customer have agreed to terms for such services as set out in an
Order Form dated _ identifying the specific services that the Customer is contracting with
CanWeb to provide (the “Order Form”);
AND WHEREAS this SLA, including the Standard Terms and Conditions attached hereto as Schedule “A”
(the “Standard Terms”), are required in order to fully define the relationship between the parties.
NOW THEREFORE, in consideration of the mutual covenant set out herein, together with other
good and valuable consideration, the receipt and sufficiency of which is hereby acknowledge,
the parties covenant and agree as follows:
This Service Level Agreement (“SLA”), including the Standard Terms, together with the Order Form
represent the entire agreement between us with respect to the contract for the Services. All capitalized
words or expressions shall have the meaning given to them in this SLA, the Order Form, or in the
For the sake of clarity, the Customer confirms that it has reviewed the Standard Terms and understands
they govern the relationship between the parties. The SLA highlights key terms, which may otherwise be
addressed in the Standard Terms, and further elaborate on matters not addressed in the Order Form.
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Nothing in this SLA is intended to supersede the Standard Terms, other than where a section of this SLA
specifically states otherwise.
2.0 Service Description and Fees
2.1 CanWeb will supply one or more connection(s) to the Demarcation Point(s), as defined in the
Order Form. CanWeb shall provide such connection at a rate of throughput set out in the Order Form.
Unless specified otherwise in the Order Form, this SLA entitles the Customer to 1,000GB of data
throughput per month. Collectively, the services described in this subsection, including references in the
Order Form, define the Service that the Customer has contracted to receive and that CanWeb has
contracted to provide.
2.2 In the interest of clarity, without expanding the definition of Services set out above, any
customer who run both Internet and Transparent LAN Services over the same Accesses to the CanWeb
network are expected to provide a firewall to separate their private LAN and Internet traffic. Firewall
services are not included in this SLA, and CanWeb is not responsible for damages of any kind, however
caused, if an Internet connection is used to gain access to the Customer’s LAN.
2.3 In exchange for the Service being provided by CanWeb, the Customer shall pay all fees as defined
in the Order Form, to be paid in accordance with the Standard Terms, more particularly as described in
Section 5 therein. For the sake of clarity, any applicable Installation Fee, Estimated Preliminary Work Fee,
and Other Initial Fee shall be due immediately upon execution of this SLA.
3.0 Term and Termination
3.1 The Term of this Agreement is defined in the Standard Terms and is composed of both the Initial Service
Term set out in the Order Form, together with the Renewal Service Term set out in the Order Form, both
governed in accordance with the Standard Terms, more particularly Section 5 therein.
3.2 Termination requested by the Customer prior to end of the Initial Service Term shall require payment
of the Termination Fee set out in Section 10 of the Standard Terms.
4.0 Notices & Communications
The processes for notification and communication between Customer and CanWeb shall be governed in
accordance with the Client Care Service Package to be delivered to the Customer on, or about, the
Activation Date. In the interim, CanWeb shall provide all notice and communication to the Technical
Contact of the Customer set out in the Order Form, and the Customer shall provide all notice and
communication regarding the SLA to the “Account Mgr” as set out in the Order Form and all notice and
communication regarding any interruption of Service to the CanWeb Operation Centre (“NOC”) at 1-(519)
5.0 SLA Exemptions
In addition to any relief found in the Standard Terms, including but not limited to Force Majeure, CanWeb
shall be exempt from the terms and provisions of this SLA in the following circumstances:
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a) When providing scheduled or routine maintenance, for which the Customer has received
reasonable advanced notice; or
b) When the Customer is found to be the primary cause of delays and/or Outages which affect
SLA performance targets.
6.0 CanWeb Operations
6.1 Maintenance: CanWeb may interrupt the Service to perform routine system maintenance, in
which case CanWeb will give the Customer four (4) business days’ notice prior to the performance of such
maintenance and will schedule such maintenance during non-peak hours (midnight to 6:00 am local time).
6.2 Hours of Operation: Service hours for the NOC are 7 days per week x 24 hours per day, covering the
entire calendar year.
7.0 Service Level Target
7.1 The circuit provided by CanWeb to the Customer will be available 99.7% of the time in a calendar month.
Circuit availability is calculated by dividing the measured available time by the total time in a calendar month,
to be expressed as a percentage. The measured available time is the total time of a calendar month less
the measured unavailable time. The ”Unavailable Time” shall be the period of time calculated in
accordance with Section 8.1 where the Service is unavailable to the Customer due to an event that:
a) prevents the Customer from using or attempting to use the circuit; and/or
b) causes the circuit to become unavailable or where the circuit fails to substantially comply
with applicable specifications.
7.2 Mean Time to Repair (“MTTR”) is defined as the average time to restore the Service during an
Outage. The MTTR is calculated by taking a monthly average of the time taken to repair all trouble tickets
for Outages on a specific circuit. The length of each Outage on a specific circuit is totaled at the end of
each billing month and divided by the corresponding number of Outages for that circuit.
7.3 MTTR for CanWeb to the Customer shall be four (4) hours.
8.0 Outage Credits
8.1 Notification and Intervals for Outages:
a) The Unavailable Time for the purposes of this SLA starts upon notification by the Customer
to the CanWeb Help Desk by telephone that the Service has been lost, interrupted or
b) The Customer must agree to release the circuit to CanWeb for testing and repair. Any period
during which the Customer fails to afford access to any facilities provided by CanWeb for the
purpose of investigating and restoring the Service is excluded in the calculation.
c) The measured time ends when the circuit is restored. CanWeb will notify the Customer by
telephone and the Customer will confirm that Service has been restored. Additional time
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taken by the Customer to perform confirmation test(s) is not included in the measured
unavailable time if the Service is, in fact, restored.
8.2 Outage Credit Schedule: An Outage Credit shall be made available to the Customer in accordance
with Section 8.3 for each measured period of Unavailable Time in accordance with the following:
On-Net Services Only Unavailable Time Outage Credit
Network Failure > 3 hours to < 24 hours 1 day credit
24 hours Actual plus 1 day credit
8.3 Outage Credit Application: An Outage Credit shall be allowed when CanWeb receives a request
from the Customer within a period of sixty (60) days after the occurrence of an Outage. It is calculated
based on the above chart and the following guidelines:
a) The then current Service Fees for the affected circuit shall be used to determine any
Outage Credit allowed;
b) Calculation of Outage Credits shall be based upon CanWeb’ NOC log;
c) In no event shall any Outage Credit be allowed in excess of the then current Service Fees of
the applicable circuit.
d) Outage Credits will be applied only if the Customer’s Service Fees to date have been paid in
8.4 Outage Credit Exemptions: An Outage Credit will not be made for Unavailable Time caused by:
a) Scheduled Service interruption for the purpose of allowing CanWeb to upgrade, change,
implement an order, maintain, or repair the circuit.
b) Acts or omissions, direct or indirect, of the Customer.
c) Failure of equipment or systems not provided, controlled by or under the direction of
CanWeb, including such equipment or systems CanWeb contracted for on behalf of the
Customer from Third Party Provider(s). However, in the event of a failure by Third Party
Provider for which CanWeb receives an Outage Credit, CanWeb shall provide the Customer
an Outage Credit equivalent to the credit provided to CanWeb by the Third Party
Provider(s) as a result of the failure.
d) No Outage Credit shall be allowed with respect to any period during which the Customer
fails to afford access for the purpose of investigating and correcting an interruption of
e) An event of force majeure as described in the SLA.
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f) In the event CanWeb determines it necessary to interrupt a circuit for maintenance,
Outage Credits will not be allowed if the Customer elects not to release the circuit for
testing or repair.
The undersigned have read and agree to this SLA, including the Standard Terms, as well as the Order Form
incorporated by reference.
Customer CANWEB INTERNET SERVICES Ltd.
Authorized Signature Authorized Signature
Printed Name and Title Printed Name and Title
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STANDARD TERMS AND CONDITIONS
These Standard Terms and Conditions, including Schedule “A-1” attached hereto are collectively referred to
as the “Standard Terms”
SECTION 1.0: GENERAL
Definitions: For the purpose of this SLA, the following terms shall have the following meanings:
“Activation Date” means the date that CanWeb actually commences to provide the Service;
“CanWeb’ Equipment” means Equipment that is used to access CanWeb’s network or otherwise to provide
“Business Day” means a day other than Saturday, Sunday, statutory holiday in Ontario or any other
day on which the principal chartered banks located in the City of Toronto, are not
open for business during normal banking hours;
“CRTC” means the Canadian Radio-television and Telecommunications Commission;
“Customer” means the person or entity listed as the “Legal Name” on the Order Form;
“End Users” means the Customer’s employees, directors, officers, contractors, subcontractors,
agents, customers and representatives who access or use the Service purchased by
the Customer from CanWeb or who access or use CanWeb’s network, CanWeb’s
Equipment or facilities in connection with the Customer’s purchase of the Service
from CanWeb pursuant to this SLA;
“Equipment” means optronic, electronic or passive equipment, optical fibre cables and strands
contained therein, and associated splicing connections, splice boxes and vaults, and
begins on the Activation Date and expires on the anniversary of the Activation Date,
as stipulated in the Order Form;
“Installation Fee” means the non-refundable fee (plus applicable taxes) specified under the column
entitled “Total Install Charge” in the CanWeb Order Form;
“Material” relates to the essence of the contract, more than a mere annoyance to a right, but
an actual obstacle preventing, delaying or significantly impeding the performance
or exercise of a right;
“Order Form” means the Order Form as defined in the SLA;
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is as described in the Order Form or, if there is no such provision in the Order Form,
at a termination panel located in proximity to the electrical metering equipment in,
and/or the electrical service entrance to, the Customer’s premises;
means the cost of any work that is necessary and required solely for the purpose of
CanWeb being able to provide the Service to the Customer and includes, but is not
limited to, the cost of CanWeb installing Equipment to the agreed Point of
“Receipt” means the date that a document is deemed to be received, namely the date of the
fax or the e-mail if the document was faxed or e-mailed before 3pm on a Business
Day; next Business Day if the document was faxed after 3pm or on a day other than a
Business Day and date of the delivery receipt if the document was sent by courier or
means the period of time set out in the Order Form which shall be the automatic
renewal commencing immediately following the expiry of the Initial Service Term,
and successively thereafter until terminated;
“Service” means the Telecommunications Service, data communications service or product(s)
offered by CanWeb as generally described in Subsection 2.1 of the SLA;
“Service Fee” means the total monthly charge (plus applicable taxes) specified under the column
entitled “Total Monthly Charge” in the Order Form that the Customer has to pay in
advance, for the Service being provided hereunder, as may be amended pursuant to
Section 5.6 below;
“Term” begins on the date of the Order Form and ends at the end of the Initial Service Term
or the expiry of the Renewal Service Term, as the case may be;
is as defined in the Telecommunications Act (Federal); and
means any services to be provided by a third party (a “Third Party Provider”) that
are not carried on CanWeb’ network and/or other related equipment or facilities that
are not owned and/or controlled by CanWeb.
SECTION 2.0: TERM AND SCOPE OF SLA
2.1 This SLA shall be effective as of the date of the Order Form and shall continue in full force and effect until
the termination or expiry of the Term. This Agreement may be assigned by the Customer to a related
party, or to a third party who has acquired the facility serviced under this Agreement, all with the
consent of CanWeb, which consent shall not be unreasonably withheld.
2.2 Subject to the termination rights in this SLA, CanWeb agrees to provide the Service to the Customer
during the Initial Service Term and the Renewal Service Term, as the case may be, and the Customer
agrees to receive and pay CanWeb for such Service in accordance with the terms of this
SLA. CanWeb shall provide access to the Service for each Location Name listed in the Order Form
(the “Customer Site(s)”) connected at the Point of Demarcation.
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2.3 CanWeb shall notify the Customer, in writing, of the Activation Date for the Service by no later than ten
days following the Activation Date. For the sake of clarity, the Requested Service Date shown on the
Order Form is an estimate only, and is not guaranteed nor shall there be any consequence for failing
to meet the Requested Service Date provided CanWeb makes commercially reasonable efforts to
achieve activation by the estimated date.
2.4 Either party may terminate the Service upon the expiry of the Initial Service Term by providing the other
party with no less than thirty (30) days’ prior written notice prior to the expiry of the Initial Service
Term, subject to Section 10 hereof, or subsequent Renewal Service Term.
2.5 In the event that Customer relocates all, or part, of the facilities serviced under this Agreement, CanWeb
will use best effort to negotiate with its third party service providers to attempt to relocate the service
without triggering a termination and to minimize non-recurring charges.
SECTION 3.0: CUSTOMER OBLIGATIONS
3.1 In order for the Customer to commence to receive the Service, the Customer, at its sole expense,
(a) Arrange for the supply, installation and maintenance of any Customer or third party provided
Equipment or software at each Customer Site(s), where applicable, and ensure that such
Equipment or software is installed and maintained according to the manufacturer’s
specifications and the specifications, if any, provided by CanWeb and is compatible with the
CanWeb Equipment and CanWeb’s network.
(b) Provide, free of charge or rent, a convenient and safe place in an environment which conforms
to the relevant equipment manufacturer’s specifications and the specifications, if any, provided
by CanWeb for the installation, repair, removal, operation, disconnection and maintenance of
CanWeb’ Equipment to be located on the Customer Sites in order for CanWeb to provide the
Services. Where the Customer is a tenant, the obligation to provide space free of charge or rent
places the burden on the Customer to seek all necessary approvals from the Property Owner,
including access to the Customer’s space through common space under the control of the
Property Owner. Furthermore, CanWeb assumes no obligation to confirm any representation,
explicit or implied, by the Customer that such permission has been obtained from the Property
(c) Secure for and grant to CanWeb the right to locate, install, maintain, operate, inspect, repair,
disconnect, remove and otherwise deal with CanWeb’ Equipment on private property where
CanWeb and Customer agree that such rights are necessary for purposes of providing the
Service to the Customer. In addition, the Customer shall be solely responsible to provide
CanWeb and its employees, agents, representatives and subcontractors with access to the
CanWeb Equipment located on such private property to which access is required or desirable in
order to install, maintain, remove or disconnect the CanWeb Equipment. The Customer shall be
solely responsible for all charges payable to property owners, leaseholders, or any other person
in order to obtain such access. All requests for private property access shall be specified on the
Order Form. In the event that Customer is unable to secure the required access to the specified
private property for these purposes on commercially reasonable terms, Customer may
terminate this Agreement and the Order Form without charge or penalty upon written notice to
(d) Provide all necessary infrastructure, including without limitation, electrical power, outlets,
grounding and anti-static environments required for the safe and efficient operation and
maintenance of CanWeb’ Equipment and the Customer or third party provided Equipment in
accordance with CanWeb, Canadian Standards Association any other applicable specifications or
regulations. CanWeb shall not be liable to Customer for a failure to provide Services, and to the
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extent that, the provision of the Services by CanWeb is negatively impacted by one or more
actions or omissions of Customer.
3.2 The Customer shall be solely responsible for obtaining necessary licenses and/or authorizations
for all software and Equipment that are not provided by CanWeb. CanWeb shall not be
responsible if any changes in the Service cause equipment, hardware or software not
provided by CanWeb to become obsolete, require modification or attention, or otherwise affect
performance of same. CanWeb shall provide the Customer with two (2) months’ notice of such
3.3 The Customer is responsible for the loss of, or damage to, the CanWeb Equipment located on the
Customer’s site, except where caused by the negligence or willful misconduct of CanWeb.
SECTION 4.0: ACCESS OR USE OF SERVICE
4.1 The Customer shall ensure that it and its End- Users comply with this SLA, all applicable laws and CanWeb’
written or electronic instructions for use, and use commercially reasonable efforts to ensure that such
access and use does not disrupt CanWeb’ network, network nodes or services provided using the
network, nor directly or indirectly restrict, inhibit or otherwise interfere with the ability of any other
person to access or use CanWeb’ network.
4.2 The Customer shall ensure that it and all End Users do not: (i) knowingly exceed the data transfer
allowance or other capacity limitations for the Service, as measured by CanWeb or (ii) re- arrange,
disconnect, remove or otherwise tamper with CanWeb’s Equipment or facilities without CanWeb’s
prior written consent.
4.3 Without limiting the provisions of Section 4.1 above:
(a) if the Services provided to the Customer under this SLA are now or hereafter used to
connect to the Internet, the Customer shall comply with CanWeb’ Acceptable Use Policy
attached hereto as Schedule “A-1”, as it may be revised by CanWeb from time to time (the
“Acceptable Use Policy”);
(b) if the Customer is a Canadian reseller of Telecommunication Services, the Customer shall
abide by the confidentiality provisions approved in the CRTC’s Confidentiality provisions
for Canadian carriers.
4.4 If the Customer’s or any of the End Users’ use of the Service or CanWeb’ network, Equipment or
facilities does not comply fully with the provisions of Sections 4.1, 4.2. 4.3(a) or (b) of these Standard
Terms, or if CanWeb receives notice from anyone of such non-compliance, then CanWeb may, in
addition to all other rights and remedies under this SLA and in law, suspend the provision of any or
all of the Service upon five (5) days prior notice, (where such notice shall specify the alleged noncompliance or infraction in sufficient detail to enable Customer to seek to remedy or cure such noncompliance), or require the Customer to remove any non-complying content from the Services.
Suspension of the Service in such circumstances shall not constitute a default on the part of CanWeb
nor termination of this SLA. The Customer shall remain liable to CanWeb for Services Fees during the
time the Services are suspended.
SECTION 5.0: FEES AND ADDITIONAL EXPENSES
5.1 The Customer shall pay CanWeb the Installation Fees and the Preliminary Work Fee specified in the
Order Form immediately upon execution of the SLA.
5.2 The Customer shall pay CanWeb the Service Fee during the Initial Service Term and the Renewal
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Service Term (as may be amended pursuant to Section 5.5 below). CanWeb shall invoice the
Customer each month, in advance. The Service Fee shall be prorated for any month when the
Service is provided for only part of that month.
5.3 The Customer shall pay CanWeb’ reasonably incurred costs and expenses if CanWeb incurs any costs
or expenses in the provision of the Service or the performance of any work contemplated in this SLA
as a result of any errors, omissions, defects or other problems with information, materials and/or
instructions provided to it by the Customer or, as quoted to and approved by Customer if
the Customer makes changes to any information, materials and/or instructions previously provided
to CanWeb by the Customer.
5.4 In addition to the Installation Fees, Preliminary Work Fees and Service Fees, the Customer shall pay
all taxes, rates, assessments or fees of every nature and kind that CanWeb may be required to
collect or pay associated with the Service other than any taxes or assessments imposed upon the
income of CanWeb.
5.5 CanWeb shall provide at least ninety (90) days prior written notice of any changes to the Service Fee
applicable to the Renewal Service Term. Upon notice of such fee increase, Customer may elect to
accept the proposed Service Fee or terminate the SLA at the expiry of the Initial Service Term,
without fees, charges, or penalties of any kind, and shall provide its decision in writing to CanWeb
within thirty (30) days of receipt of notice of the proposed fee increase.
5.6 Invoices and Interest Invoiced amounts are Due 30 days after invoice issuance. All overdue amounts
shall bear interest at 1.5% per month compounded monthly (19.56 percent per year) for the time
they remain unpaid.
5.7 The Installation Fee specified in the CanWeb Quote Form may, with notice to the Customer, be
increased by CanWeb prior to the Activation Date due to unforeseen circumstances/events that may
change underlying assumptions that formed the basis of the Installation Fee. Upon receipt of such
notice, Customer may terminate the Agreement for convenience without having to pay any
termination fees referred to in section 10.3 below.
SECTION 6.0: OWNERSHIP
Ownership and title to CanWeb Equipment and to all IP Addresses provided to Customer by CanWeb shall at
all times remain vested with CanWeb.
SECTION 7.0: SERVICE AND SYSTEM MAINTENANCE
CanWeb hereby agrees to ensure that the Service provided will substantively conform to the description
of the Service and the SLA. CanWeb may interrupt the Service to perform routine system maintenance in
accordance with Section 6.1 of the SLA.
SECTION 8.0: FORCE MAJEURE
8.1 CanWeb shall not be considered to be in default in the performance of its obligations under this SLA
due to any cause beyond its reasonable control, which shall be deemed to include, without
limitation: fire, flood, strike or other labour difficulty, act of God, act of any governmental authority
or of the Customer, embargo, fuel or energy shortage, the failure of any telecommunication system
of a Third Party Provider upon which CanWeb is reliant to provide the Service to the Customer,
damage to CanWeb Equipment caused by any person for whom CanWeb is not legally responsible,
unavailability of materials or equipment, delays in transportation, malware or cyber-attacks or
inability to obtain or retain any property rights required from third parties necessary to be able to
provide or receive the Service (collectively and separately, “Force Majeure”).
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8.2 CanWeb when affected by a Force Majeure shall endeavor to remove the obstacles, which prevent
performance and shall resume performance of its obligations as soon as reasonably practicable.
Should CanWeb not be able to perform its obligations hereunder due to Force Majeure for a period
greater than ten (10) days, then the Customer may terminate this Agreement without fee, charge or
penalty of any kind, by providing written notice to CanWeb.
SECTION 9.0: OUTAGE CREDITS
The Customer shall immediately notify CanWeb of any problems or End User complaints associated with the
Service. The Customer acknowledges the possibility of an unscheduled, continuous and/or interrupted
period of time when the Service is “unavailable” (hereafter known as an “Outage”). In the event of an
Outage, the Customer shall be entitled to a credit (the “Outage Credit”) as set forth in the SLA.
Notwithstanding the foregoing, in the event that Customer experiences (i) three (3) or more unrelated
Outages within the control of CanWeb that substantively degrade or prevent the Service, (ii) for one (1) hour
or more each, (iii) within any thirty (30) day period, then Customer may immediately terminate this
Agreement without fee, charge, or penalty of any kind, by providing written notice to CanWeb. In all other
cases, the Outage Credit shall be the sole and exclusive remedy of the Customer in the event of any Outage
but shall not exceed the total payments paid by the Customer to CanWeb under this SLA, and no singular
Outage be deemed a default under this SLA.
SECTION 10.0: TERMINATION
10.1 CanWeb may, in its sole discretion, suspend the Services or terminate this SLA: (a) in the event the
Customer defaults in a Material obligation under this SLA, including but not limited to the payment
of Service Fees or any other amounts payable under this SLA, and such default continues for a
period of fifteen (15) days after written notice to the Customer; or (b) immediately, in the event
the Customer makes an assignment or takes any other action for the benefit of creditors,
becomes bankrupt or insolvent, or takes the benefit of or becomes subject to, any legislation in
force relating to bankruptcy or insolvency. Whether or not it has elected to terminate the Service
and/or SLA, CanWeb may take action to recover from Customer, subject to Section 11.0, any and all
damages, costs and expenses which CanWeb shall have suffered or incurred by reason of
10.2 In the event CanWeb defaults in a Material obligation under this SLA and such default continues for
a period of fifteen (15) days after written notice to CanWeb, the Customer may, upon written notice
to CanWeb terminate the Service where the Default occurred and, at its election, this SLA as a
whole; and, whether or not it has elected to terminate the Service and/or SLA, take action to
recover from CanWeb, subject to Section 11.0, any and all damages, costs and expenses which the
Customer shall have suffered or incurred by reason of CanWeb’ default.
10.3 Where this SLA is terminated by Customer prior to the end of the Initial Service Term (or Renewal
Service Term, as the case may be) other than as expressly permitted by this SLA, or by CanWeb for
cause as described in Section 10.1 above, Customer agrees to pay CanWeb immediately, in a single
payment as liquidated damages and not as a penalty, an amount equal to one-hundred percent
(100%) of the Service Fees for the remainder of the Initial Service Term (or Renewal Service Term, as
the case may be) of this SLA (the “Termination Fee”). Termination of this Agreement will not relieve
the Customer of any liability, including amounts owing to CanWeb, accrued under this SLA prior to
or at the time such termination becomes effective.
10.4 Upon termination of this SLA, the Customer shall allow CanWeb to remove its Equipment and other
facilities from the Customer Site(s). The Customer shall also release all IP Addresses provided to
Customer by CanWeb back to CanWeb. These obligations shall survive the termination of this SLA.
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SECTION 11.0: LIMITATION OF LIABILITY
(a) WITH THE EXCEPTION OF (i) THE CREDIT(S) PAYABLE PURSUANT TO SECTION 9.0, (ii) COSTS
INCURRED BY CANWEB FOR WHICH CUSTOMER IS RESPONSIBLE PURSUANT TO SUBSECTION 5.3, (iii)
LIABILITY FOR DAMAGES DIRECTLY ATTRIBUTABLE TO CANWEB’S NEGLIGENCE RESULTING IN DEATH,
BODILY INJURY, OR DAMAGE TO TANGIBLE PROPERTY, NEITHER PARTY SHALL BE RESPONSIBLE OR
LIABLE TO THE OTHER PARTY, OR TO ANY THIRD PARTY, FOR ANY LOSS, COST (INCLUDING LAWYERS
AND COURT COSTS), DAMAGE, INJURY, LIABILITY, CLAIM, PENALTY, FINE, INTEREST, OR ANY CAUSE
OF ACTION WHATSOEVER RESULTING HOWSOEVER FROM OR IN CONNECTION WITH THIS
AGREEMENT, THE PROVISION OF THE SERVICES, OR ANY INTERRUPTION OF THE SERVICES,
HOWSOEVER CAUSED, RESULTING FROM THE NEGLIGENCE OF A PARTY OR ITS DIRECTORS, OFFICERS,
MANAGERS, EMPLOYEES, AGENTS, SUBCONTRACTORS OR REPRESENTATIVES.
(b) IN ADDITION, AND WITHOUT LIMITING THE PROVISIONS OF PARAGRAPH 11.1(A), IN NO EVENT SHALL
EITHER PARTY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL
DAMAGES IN CONNECTION WITH OR ARISING OUT OF THE PERFORMANCE OR NON- PERFORMANCE
OF THIS AGREEMENT HOWSOEVER CAUSED INCLUDING, WITHOUT LIMITATION, ANY BUSINESS OR
ECONOMIC LOSS WHATSOEVER EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY THEREOF.
(c) CANWEB’S LIABILITY FOR DAMAGES ACTUALLY PROVEN AS DIRECTLY ATTRIBUTABLE TO CANWEB’s
NEGLIGENCE ARISING FROM DEATH, BODILY INJURY, OR DAMAGE TO TANGIBLE PROPERTY SHALL BE
LIMITED TO FIVE (5) MILLION DOLLARS.
SECTION 12.0: INDEMNITY
The Customer and CanWeb agree to indemnify and hold each other, including directors, officers, managers,
employees, agents, subcontractors and representatives, harmless from and against any loss, cost (including
lawyers and court costs), damage, injury, liability, claim, penalty, fine, interest, or any cause of action
whatsoever resulting howsoever from the breach of this Agreement, from any act or omission whatsoever
by the Customer, their officers, managers, employees, agents, subcontractors and representatives, and from
any claim by any third party in connection with the use of the Services by the Customer or the End Users.
SECTION 13.0: CONFIDENTIAL INFORMATION AND INTELLECTUAL PROPERTY
13.1 Each party agrees that the provisions of this SLA shall remain strictly confidential and may not be
disclosed to any third party without the express written consent of both parties, which consent
may be withheld by either party in their sole discretion.
13.2 No patent, copyright, trademark or trade secret protected right, or technology or other proprietary
right is licensed, granted or otherwise transferred by this SLA, except for the right to benefit from
the use of such technology or information in the course of the provision of the Service. Neither
party may, under any circumstances, refer to the other party’s use or provision of Service in
promotional, advertising or other materials without prior written consent.
13.3 In the event of a breach or threatened breach of Subsection 13.1 or 13.2, either party shall be entitled
to seek an injunction or restraining order, in addition to such other rights or remedies as may be
available under this SLA, at law or in equity, including but not limited to money damages.
13.4 Both parties acknowledge that to the extent that they collect, use or disclose personal
information, meaning information about an identifiable individual that is recorded in any form, it
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is obliged to comply with the Personal Information Protection and Electronic Documents Act
SECTION 14.0: NOTICE
Any written notice required by this SLA shall be deemed properly given only if either e-mailed or delivered to
the person specified in Section 4.0 of the SLA. Notice will be effective immediately in the case of telephone
contact, or one-day following delivery and receipt of an e-mail or voicemail message.
SECTION 15.0: DEPOSITS
15.1 The Customer shall pay a deposit before CanWeb provides or continues to provide the Service
where: (i) the Customer has no credit history with CanWeb or cannot provide credit information
satisfactory to CanWeb, as determined by CanWeb in its sole discretion; (ii) the Customer has an
unsatisfactory credit rating with a third party or with CanWeb, as determined by CanWeb in its sole
discretion; or (iii) the Customer presents an abnormal risk of loss to CanWeb (including without
limitation, incurring a significant amount of billable charges for which the Customer has not been
credit approved), as determined by CanWeb, acting reasonably. Failure to provide an initial deposit,
or to supplement or replenish a deposit to the level required in accordance with Subsection 15.2,
shall constitute a breach of this SLA sufficient to warrant termination by CanWeb under Subsection
15.2 CanWeb will review the continued appropriateness of deposits on a regular basis, including without
limitation decreasing or increasing such deposits as deemed appropriate by CanWeb in its sole
discretion. Deposits will earn interest in accordance with the monthly savings account rate of the
Canadian Imperial Bank of Commerce. Interest will be calculated and credited annually on the
anniversary of the Activation Date. Upon application of any part of the Security Deposit, the
Customer shall, within five days of receiving written notice from CanWeb, replenish the part of the
Security Deposit so applied. Any application of all or a part of the Security Deposit to any overdue
amount does not constitute a waiver of CanWeb’ right to terminate the Service under Subsection
SECTION 16.0: DISPUTE RESOLUTION
In the event of any dispute, controversy, claim or alleged breach respecting this SLA (each a “Dispute”), the
Dispute shall be referred to CanWeb’ Customer Service Manager, as the case may be, and his or her
counterpart at the Customer. Should the Dispute not be resolved within 15 days to its referral, the Dispute will
be escalated to the office of the presidents of CanWeb and the Customer. If the Dispute is not resolved within
30 days of the escalation, either party may exercise its rights available by law.
SECTION 17.0: ENTIRE AGREEMENT
The SLA is the entire agreement between the parties with respect to the purchase and use of any Service
offered by CanWeb, and supersedes all prior quotations, purchase orders, correspondence or
communications whether written or oral between CanWeb and the Customer. Notwithstanding any
contrary language in the Customer’s purchase order, correspondence or other form of acknowledgement,
the Customer shall be bound by this SLA when it sends a purchase order or
otherwise indicates acceptance of this SLA, or when it first uses the Service or any of it. ANY
ADDITIONAL OR ANY DIFFERENT TERMS PROPOSED ARE REJECTED UNLESS EXPRESSLY AGREED TO IN
WRITING BY BOTH PARTIES.
P. 14 of 15
SECTION 18.0: INSURANCE
18.1 Policies: Each Party shall obtain and maintain during the term of each of the Agreement and with
financially responsible insurance carriers, General Commercial Liability insurance with limits of not
less than $5,000,000 per claim and in the aggregate. CanWeb shall ensure that the abovereferenced policy of insurance:
(i) includes the Customer as an additional insured;
(ii) contains a severability of interest clause and cross-liability clause between both parties;
(iii) be primary, noncontributing with, and not in excess to any other insurance available to the
other with respect to the other’s vicarious liability; and
(iv) provide that it shall not be (a) cancelled or terminated; or (b) materially changed so as to reduce
or restrict coverage, except upon thirty (30) days’ prior written notice to the other Party.
18.2 Evidence of Insurance: Upon either Party’s request, the other Party shall submit to the requesting
Party certificates of insurance in respect of the policy obtained by the former as required herein.
18.3 No Effect on Indemnity: Each Party agrees that the insurance described herein does not in any way
limit its liability pursuant to Section 12.0 [Customer Indemnity] above or otherwise.
SECTION 19.0: WARRANTIES
CanWeb warrants that CanWeb has or will obtain all necessary licenses and/or authorizations to provide the
Services herein. The Customer warrants that the Customer has or will obtain all necessary licenses and/or
authorizations to acquire the Services and to perform its obligations hereunder.
SECTION 20.0 GENERAL TERMS
This SLA shall be construed and enforced in accordance with, and the rights of the parties shall be governed
by, the laws of the Province of Ontario and the laws of Canada applicable therein. This agreement may be
signed in counterparts, and signatures transmitted by electronic means shall be treated as originals. No
delay or failure on the part of either party in the exercise of any right or remedy arising from a breach of this
SLA shall operate as a waiver of any subsequent right or remedy arising from a subsequent breach of this
SLA. No amendment or modification hereto nor any statement, representation or warranty not contained in
this SLA shall be binding on CanWeb unless made in writing by an authorized representative of CanWeb. This
SLA is made exclusively for the benefit of the parties and not any third party. The covenants and agreements
of the Customer contained in this SLA with respect to payment of amounts due and indemnification, and
those of CanWeb in respect of payments arising from liability, shall survive any termination of this SLA.
Neither party may assign this SLA without the prior written consent of the other party, which consent shall
not be unreasonably withheld.
SCHEDULE “A-1”: ACCEPTABLE USE POLICY
The Customer shall not and shall ensure that the End Users shall not:
(i) invade another person’s privacy; unlawfully use, possess, post, transmit or disseminate obscene,
profane or pornographic material; post, transmit, distribute or disseminate content which is unlawful,
threatening, harassing, abusive, libelous, slanderous, defamatory or otherwise offensive or
objectionable; unlawfully promote or incite hatred; or post, transmit or disseminate objectionable
information, including, without limitation, any transmissions constituting or encouraging conduct
P. 15 of 15
that would constitute a criminal offense, give rise to civil liability, or otherwise violate any
municipal, provincial, federal or international law, order or regulation;
(ii) access any computer systems, software, data, or any confidential, copyright protected or patent
protected material of any other person, without the knowledge and consent of such person, make
unauthorized attempts to gain access to any account or computer resource not belonging to the
Customer (i.e. engage in spoofing), or otherwise gain unauthorized access to, alter, or destroy any
information of another person by any means or device;
(iii) upload, post, publish, deface, modify, transmit, reproduce, or distribute in any way, information,
software or other material which is protected by copyright, or other proprietary right, or related
derivative works, without obtaining permission of the copyright owner or rights holder, or otherwise
complying with applicable laws;
(iv) directly or indirectly restrict, inhibit or otherwise interfere with the ability of any other person to
access or use the Internet, including without limitation by posting or transmitting any information or
software which contains a virus, lock, key, bomb, worm, Trojan horse or other harmful or debilitating
(v) send unsolicited e-mail that causes complaints from the recipients of such unsolicited e-mail (i.e.
engage in spamming), nor send large quantities of unwanted or unsolicited e-mail to individual email accounts (i.e. engage in mail-bombing).