NORTHWESTEL HOSTED MICROSOFT EXCHANGE TERMS AND CONDITIONS

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1 NORTHWESTEL HOSTED MICROSOFT EXCHANGE TERMS AND CONDITIONS

2 - 1 - TABLE OF CONTENTS PART A ACCEPTANCE PRIVACY REGISTRATION, ACCOUNTS AND PASSWORDS RULES AND CONDUCT MONITORING DEALINGS WITH THIRD PARTIES FEES USER CONTENT SERVICES MODIFICATIONS TERMINATION DISCLAIMER OF WARRANTIES LIMITATION OF LIABILITY INDEMNITY NO LICENSE; INTELLECTUAL PROPERTY OF NORTHWESTEL AND OTHERS TRADEMARKS COPYRIGHT NOTICES TERRITORY MISCELLANEOUS... 6 PART B - MICROSOFT* CLIENT SOFTWARE... 7 GENERAL DEFINITIONS OWNERSHIP OF SOFTWARE PRODUCTS USE OF CLIENT SOFTWARE USE OF REDISTRIBUTION SOFTWARE COPIES LIMITATIONS ON REVERSE ENGINEERING, DECOMPILATION AND DISASSEMBLY NO RENTAL TERMINATION NO WARRANTIES, LIABILITIES OR REMEDIES BY MICROSOFT* PRODUCT SUPPORT... 8

3 NOT FAULT TOLERANT EXPORT RESTRICTIONS LIABILITY FOR BREACH RESTRICTIONS ON USE... 9

4 - 3 - PART A 1 ACCEPTANCE In addition to any other indication of your acceptance of these terms and conditions, by accessing or using any of Productivity Pak service (collectively the "Services"), you agree, without limitation or qualification, to be bound by these terms and conditions and such other additional or alternative terms, conditions, rules and policies which are displayed or to which you may be directed in connection with the Services, as all of the same may be modified by Northwestel from time to time (collectively the "Terms and Conditions"). Please note that the Terms and Conditions may be updated from time to time without notice to you, so please check our website periodically. 2 PRIVACY For information on how user information is collected, used and disclosed by Northwestel, please click on our Privacy Policy link. Notwithstanding such policy, you authorize Northwestel to share your name, address and postal code with any licensor to Northwestel (including Microsoft Corp. and its Affiliates) in order to comply with any licensing arrangement between Northwestel and such licensors. 3 REGISTRATION, ACCOUNTS AND PASSWORDS You agree to provide accurate and current information about yourself as required by the relevant registration process, and to promptly update such information as necessary to ensure that it is kept accurate and complete. You agree to be responsible for: (a) maintaining the confidentiality of any passwords or other account identifiers which you choose or are assigned as a result of any registration for the Services, and (b) all activities that occur under such password or account. Further, you agree to notify Northwestel of any unauthorized use of your password or account. Northwestel shall not be responsible or liable, directly or indirectly, in any way for any loss or damage of any kind incurred as a result of, or in connection with, your failure to comply with this Section 3. 4 RULES AND CONDUCT In consideration of the availability, and your use, of the Services, you agree not to: a) post, transmit, link to, or otherwise distribute any information constituting or encouraging conduct that would constitute a criminal offense or give rise to civil liability, or otherwise use the Services in a manner which is contrary to law or would serve to restrict or inhibit any other user from using or enjoying the Services or the Internet; b) defame, abuse, stalk, harass, threaten or otherwise violate the legal rights of others, including without limitation, rights relating to privacy and publicity; c) post, transmit, link to, or otherwise distribute any inappropriate, profane, defamatory, infringing, obscene, indecent or unlawful material or information; d) post, transmit, link to, or otherwise distribute any information or software which contains a virus, cancelbot, trojan horse, worm or other harmful or disruptive component; e) upload, post, publish, transmit, reproduce, link to or otherwise distribute in any way, information, software or other material obtained through the Services, or any derivative work thereof, which is protected by copyright, or any other intellectual property right, without obtaining permission of the copyright owner or right holder; f) impersonate or falsely represent your association with any person, including a Northwestel representative; and

5 - 4 - g) use, reproduce, sell, resell or otherwise exploit the Services for any commercial purposes. 5 MONITORING You acknowledge that Northwestel has no obligation to monitor the Services or any content, products or Services (collectively, "Content") accessible through the Services. However, you agree that Northwestel has the right to monitor the Services electronically from time to time and to disclose any information as necessary to satisfy any law, regulation or other governmental request, to operate the Services properly, or to protect itself or its users in accordance with Northwestel's Privacy Policy. You understand that by using the Services, you may have access to Content which may be offensive or objectionable to you. Under no circumstances shall Northwestel be responsible or liable, directly or indirectly, in any way for any loss or damage of any kind incurred as a result of, or in connection with, any use of, or access to, any such Content. 6 DEALINGS WITH THIRD PARTIES You acknowledge and agree that your correspondence or business dealings with any third parties, including any merchants or advertisers, found on, or through, the Services, including payment for and delivery of related goods and Services, and all other terms, conditions, representations and warranties related to such dealings, are solely as between you and such third parties. Northwestel assumes no responsibility whatsoever for any charges you or any user of your account incurs when making purchases or other transactions in this manner. Further, the responsibility for ensuring compliance with all applicable laws in connection with any such transactions shall be yours alone. You agree that Northwestel shall not be responsible or liable, directly or indirectly, in any way for any loss or damage of any kind incurred as a result of, or in connection with, any such dealings or transactions. 7 FEES You hereby agree to pay all charges to your account, including applicable taxes, in accordance with billing terms in effect at the time the fee or charge becomes payable. Northwestel reserves the right to change the amount of, or basis for determining, any fees or charges for Services we provide, and to institute new fees, charges, or terms at any time. Services will renew on a monthly basis at the then current fee or charge unless you provide notice to your Northwestel representative canceling your subscription. Monthly subscriptions will terminate at the end of the then current month after receiving notice of cancellation from you. 8 USER CONTENT In respect of any and all content you elect to store using the Services, you grant Northwestel a worldwide, royalty-free, nonexclusive, and unrestricted license to use, copy, adapt, transmit, publicly display and perform, distribute and create compilations and derivative works from such content. Such license shall apply with respect to any form, media, or technology now known or later developed. You warrant that any moral rights that may exist in connection with content that you elect to post have been waived. With respect to any and all content you elect to store or transmit using the Services, you agree that Northwestel may preserve and disclose any content associated with your account where required to do so by law or where such preservation or disclosure is reasonably believed by Northwestel to be necessary to ensure compliance with the law, enforce the Terms and Conditions or protect the rights and interests of Northwestel or any other person. 9 SERVICES MODIFIC ATIONS You acknowledge and agree that Northwestel reserves the right at any time to modify or discontinue any of the Services with or without notice to you, and that Northwestel will not be responsible or liable, directly or indirectly, to you or any other person in any way for any loss or damage of any kind incurred as a result of, or in connection with, any such modifications or discontinuance.

6 TERMIN ATION You acknowledge and agree that Northwestel, in its sole and absolute discretion, may, without notice to you, suspend or terminate your account or your use of, or access to, any of the Services, and remove and discard any information or content related to such Services (and your use thereof), for any reason, including where Northwestel believes that you have violated any of the Terms and Conditions. You further agree that Northwestel shall not be liable to you or to any other person as a result of any such suspension or termination. If you are dissatisfied with the Services or with any terms, conditions, rules, policies, guidelines, or practices of Northwestel in operating the Services, your sole and exclusive remedy is to discontinue using the Services. Northwestel shall not be required to refund to you any amounts prepaid for use of any Services. 11 DISCLAIMER OF WARRANTIES YOU EXPRESSLY UNDERSTAND AND AGREE THAT: (A) THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS AND THAT NORTHWESTEL MAKES NO WARRANTIES, REPRESENTATIONS OR CONDITIONS (as used in this section "WARRANTIES") OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON- INFRINGEMENT AND THAT ANY SUCH WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED, AND (B) NORTHWESTEL SPECIFICALLY MAKES NO WARRANTIES THAT THE SERVICES, INCLUDING ANY CONTENT, INFORMATION, PRODUCTS OR SERVICES OBTAINED FROM OR THROUGH THE USE OF THE SERVICES, WILL BE PROVIDED ON AN UNINTERRUPTED, TIMELY, SECURE OR ERROR- FREE BASIS OR THAT SUCH SERVICES OR THE RESULTS DERIVED THEREFROM WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS. 12 LIMI TATION OF LIABILITY YOU EXPRESSLY UNDERSTAND AND AGREE THAT IN NO EVENT SHALL NORTHWESTEL, INCLUDING ITS AFFILIATES, BE LIABLE FOR ANY DAMAGES WHATSOEVER, INCLUDING ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES, AND ANY DAMAGES FOR LOSS OF PROFITS, SAVINGS, GOODWILL OR OTHER INTANGIBLE LOSSES, REGARDLESS OF WHETHER NORTHWESTEL HAD BEEN ADVISED OF OR COULD HAVE FORESEEN THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN CONNECTION WITH: (A) THE USE, INABILITY TO USE OR PERFORMANCE OF ANY OF THE SERVICES, OR (B) ANY UNAUTHORIZED ACCESS TO OR MODIFICATION TO ANY OF YOUR CONTENT OR TRANSMISSIONS, OR (C) ANY OTHER MATTER RELATING TO THE SERVICES, REGARDLESS OF WHETHER ANY OF THE FOREGOING IS DETERMINED TO CONSTITUTE A FUNDAMENTAL BREACH OR FAILURE OF ESSENTIAL PURPOSE. 13 INDEMNITY You agree to defend, indemnify and hold Northwestel, its affiliates, suppliers, co-branders and other partners, directors, officers, employees and agents harmless from any and all liabilities, claims, costs and expenses, including reasonable attorneys' fees, related to or in connection with your, or any user of your accounts: (a) violation of the Terms and Conditions, or (b) use of the Services, or (c) placement, storage or transmission of any message, information, software or other content by use of the Services.

7 NO LICENSE; INTELLECTUAL PROPERTY OF NORTHWESTEL AND OTHERS Except as expressly provided, nothing herein or within any of the Services shall be construed as conferring any license under any of Northwestel 's or any third party's intellectual property rights, whether by estoppel, implication, waiver, or otherwise. Without limiting the generality of the foregoing, you acknowledge and agree that certain content available through and used to operate Services is protected by copyright, trademark, patent, or other proprietary rights of Northwestel, its affiliates, licensors, and/or Services providers. You agree not to adapt, translate, modify, decompile, disassemble, or reverse engineer any software, applications or programs used in connection with the Services. Further, you agree not to modify, alter, or deface any of the trademarks, Services marks, or other intellectual property made available through the Services nor use any of the forgoing for any purpose other than the purpose for which such intellectual property is made available to users through the Services. You agree that upon: (a) termination or expiry of these Terms and Conditions; or (b) any other cessation of the Services; you will stop using or accessing the Services and erase or destroy all copies of software received from Northwestel in connection with the Services (or render such software unusable), specifically including any Microsoft Outlook Client Software. Further you agree that your use of any software from Microsoft Corporation shall be in accordance with "PART B" of these Terms and Conditions. Also, you agree to execute any written confirmation requested by Northwestel certifying your compliance with this section of the Terms and Conditions. 15 TRADEMARKS All product, brand and company names and logos used in the Services are the trademarks or registered trademarks of their respective owners. Any use of any of the marks appearing on Northwestel's corporate website or product related materials, without the express written consent of Northwestel or the owner of the mark, as appropriate, is strictly prohibited. 16 COPYRIGHT NOTICES All rights reserved. Any copying, republication or redistribution of such content, including by caching, framing or similar means, is expressly prohibited without the prior written consent of the copyright owner and Northwestel. 17 TERRITORY The Services originate in Canada and are only to be made available for users who originate and reside within Canada. 18 MISCELLANEOUS The Terms and Conditions including "PART B" constitute the entire agreement between Northwestel and you pertaining to your use of the Services and supercede any prior agreements between you and Northwestel. Northwestel 's failure to insist upon or enforce strict performance of any right or provision of the Terms and Conditions shall not constitute or be construed as a waiver of any right or provision. If any of the provisions (or parts thereof) contained in the Terms and Conditions are determined to be void, invalid or otherwise unenforceable by a court of competent jurisdiction, such determination shall not affect the remaining provisions (or parts thereof) contained herein. The Terms and Conditions shall be governed by and construed in accordance with the laws of the Yukon Territory and the federal laws of Canada applicable therein. You agree that any dispute in connection with the Services shall be the sole and exclusive jurisdiction of the courts of the Yukon Territory and you irrevocably attorn to the jurisdiction of such courts. Any action in connection with the Services shall be brought in Whitehorse, Yukon. The parties have required that the Terms and Conditions and all documents relating thereto be drawn up in English. Les parties ont demandé que cette convention ainsi que tous les documents que s'y rattachent soient rédigés en anglais.

8 - 7 - PART B - MICROSOFT* CLIENT SOFTWARE GENERAL You agree to the following terms and conditions as well as any end-user license agreements present within the SOFTWARE PRODUCTS contained within or provided in connection with the Northwestel Service. This Part C concerns your use of Microsoft(r) software, which includes computer software provided to you by Northwestel as described in this Agreement, and may include associated media, printed materials, and "online" or electronic documentation (individually and collectively "SOFTWARE PRODUCTS"). Northwestel does not own the SOFTWARE PRODUCTS and the use thereof is subject to certain rights and limitations of which Northwestel needs to inform you. Your right to use the SOFTWARE PRODUCTS is subject to your agreement with Northwestel, and to your understanding of, compliance with and consent to the following terms and conditions, which Northwestel does not have authority to vary, alter or amend. 1 DEFINITIONS "Client Software" means software that allows a Device to access or utilize the services or functionality provided by the Server Software. "Device" means each of a computer, workstation, terminal, handheld PC, pager, telephone, personal digital assistant, "smart phone," or other electronic device. "Server Software" means software that provides services or functionality on a computer acting as a server. "Redistribution Software" means the software described in Paragraph 4 ("Use of Redistribution Software") below. 2 OWNERSHIP OF SOFTWARE PRODUCTS The SOFTWARE PRODUCTS are licensed to Northwestel from an affiliate of the Microsoft (r) Corporation ("Microsoft"). All title and intellectual property rights in and to the SOFTWARE PRODUCTS (and the constituent elements thereof, including but not limited to any images, photographs, animations, video, audio, music, text and "applets" incorporated into the SOFTWARE PRODUCTS) are owned by Microsoft* or its suppliers. The SOFTWARE PRODUCTS are protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. Your possession, access, or use of the SOFTWARE PRODUCTS does not transfer any ownership of the SOFTWARE PRODUCTS or any intellectual property rights to you. 3 USE OF CLIENT SOFTWARE You may use the Client Software installed on your Devices by Northwestel only in accordance with the instructions, and only in connection with the services, provided to you by Northwestel. 4 USE OF REDISTRIBUTION SOFTWARE In connection with the services provided to you by Northwestel, you may have access to certain "sample," "redistributable" and/or software development ("SDK") software code and tools (individually and collectively "Redistribution Software"). YOU MAY NOT USE, MODIFY, COPY, AND/OR DISTRIBUTE ANY REDISTRIBUTION SOFTWARE UNLESS YOU EXPRESSLY AGREE TO AND COMPLY WITH CERTAIN ADDITIONAL TERMS CONTAINED IN THE SERVICES PROVIDER USE RIGHTS ("SPUR") APPLICABLE TO Northwestel, WHICH TERMS MUST BE PROVIDED TO YOU BY NORTHWESTEL. Microsoft(r) does not permit you to use any Redistribution Software unless you expressly agree to and comply with such additional terms, as provided to you by Northwestel.

9 - 8-5 COPIES You may not make any copies of the SOFTWARE PRODUCTS; provided, however, that you may (a) make one (1) copy of Client Software on your Device as expressly authorized by Northwestel; and (b) you may make copies of certain Redistribution Software in accordance with Paragraph 4 (Use of Redistribution Software). You must erase or destroy all such Client Software and/or Redistribution Software upon termination or cancellation of your agreement with Northwestel, upon notice from Northwestel or upon transfer of your Device to another person or entity, whichever first occurs. You may not copy any printed materials accompanying the SOFTWARE PRODUCTS. 6 LIMI TATIONS ON REVERSE ENGINEERING, DECOMPIL ATION AND DISASSEMB LY You may not reverse engineer, decompile, or disassemble the SOFTWARE PRODUCTS, except and only to the extent that applicable law, notwithstanding this limitation expressly permits such activity. 7 NO RENTAL You may not rent, lease, lend, pledge, or directly or indirectly transfer or distribute the SOFTWARE PRODUCTS to any third party, and you may not permit any third party to have access to and/or use the functionality of the SOFTWARE PRODUCTS. 8 TERMIN ATION Without prejudice to any other rights, Northwestel may terminate your rights to use the SOFTWARE PRODUCTS if you fail to comply with these terms and conditions. In the event of termination or cancellation, you must stop using and/or accessing the SOFTWARE PRODUCTS, and destroy all copies of the SOFTWARE PRODUCTS and all of its component parts. 9 NO WARRANTIES, LIABILITIES OR REMEDIES BY MICROSOFT* ANY WARRANTIES, LIABILITY FOR DAMAGES AND REMEDIES, IF ANY, ARE PROVIDED SOLELY BY NORTHWESTEL AND NOT BY MICROSOFT* OR ITS AFFILIATES OR SUBSIDIARIES. 10 PRODUCT SUPPORT Any product support for the SOFTWARE PRODUCTS is provided to you by Northwestel (or its subcontractors) and is not provided by Microsoft (r) or its affiliates or subsidiaries. 11 NOT FAU LT TOLERANT THE SOFTWARE PRODUCTS MAY CONTAIN TECHNOLOGY THAT IS NOT FAULT TOLERANT AND IS NOT DESIGNED, MANUFACTURED, OR INTENDED FOR USE IN ENVIRONMENTS OR APPLICATIONS IN WHICH THE FAILURE OF THE SOFTWARE PRODUCTS COULD LEAD TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL, PROPERTY OR ENVIRONMENTAL DAMAGE. 12 EXPORT RESTRICTIONS The SOFTWARE PRODUCTS are of US origin for purposes of U.S. export control laws. You agree to comply with all applicable international and national laws that apply to the SOFTWARE PRODUCTS, as well as end-user, end-use and destination restrictions of the destination from which you may re-export the SOFTWARE product. For additional information, see 13 LIABILITY FOR BREACH In addition to any liability you may have to Northwestel, you agree that you will also be legally responsible directly to Microsoft(r)

10 RESTRICTIONS ON USE You may not (a) remove, modify or obscure any copyright, trademark or other proprietary rights notices that appear on the Software Products or that appear during use of the Software Products and (b) reverse engineer, decompile, or disassemble the Software Products, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation. for any breach of these terms and conditions. * Trademarks used under license from Microsoft Corporation.

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