Section I – Electronic Messaging (EM) Services

1. Description of Services.

Charles River Communications ('Company') agrees to provide Customer with the capability to send and/or process messages (e.g. electronic documents by electronic mail ("email") and/or web based electronic mail and/or fax and/or SMS and/or automated voice messaging.

1.1 Confidential Information

Company agrees to:

(a) Use appropriate safeguards, and comply with 45 CFR Part 164 and 45 CFR Part 160 with respect to electronic protected health information, to prevent use or disclosure of protected health information other than as provided for by the Agreement;

(b) Report to Customer any use or disclosure of protected health information not provided for by the Agreement of which it becomes aware, including breaches of unsecured protected health information as required at 45 CFR 164.410, and any security incident of which it becomes aware;

(c) Maintain and make available the information required to provide an accounting of disclosures to the Customer as necessary to satisfy Customer's obligations under 45 CFR 164.528;

1.2 Activation of EM Services.

Company will activate EM Services upon receipt of payment for the term selected on the Brightfax Credit Card Authorization Form, the 'Effective Service Date'.

1.3 Renewal.

At the end of the Initial Term (as indicated on the Brightfax Credit Card Authorization Form), with respect to each Service Schedule, such Service Schedule shall automatically be renewed for successive term(s) (the "Renewal Term"), of the same duration of the Initial Term, unless otherwise terminated in writing by either party on at least thirty (30) days notice prior to the commencement of any Renewal Term.

1.4 Help Desk Support.

Company will provide toll-free customer service at no additional charge to Customer. To contact our Helpdesk, call 203–601-3333 OR 877-243-3949.

Section II - Charges and Payment

2.1 Charges.

Usage and Transaction fees above the base charge will be invoiced to Customer on the last day of each month during the Term of this Agreement. Customer agrees to pay all charges and any other fees for EM Services provided by Company to Customer.

2.2 Fee Increases.

Company reserves the right to increase any or all charges and fees at the expiration of the Initial Term or any Renewal Term with thirty (30) days prior written notice to Customer. Such fee increase shall not be greater than five-percent (5%) higher than the fees during the previous year. Where Customer objects to any fee increase, Customer's sole remedy is termination of this Agreement as set out in section 4.1. All rates are subject to change immediately, without notice, in the event that they are mandated surcharges imposed by a federal, provincial or governmental agency.

2.3 Taxes.

Any charge or fee quoted in this Agreement and Schedule of Services attached hereto, is net of any taxes, levies, imposts deductions, charges or withholdings (collectively, the 'Taxes") on the provision of EM Services. Except for taxes on Company's net worth or income, Customer agrees to pay amounts equal to any taxes resulting from this Agreement.

Section III - Ownership

3.1 Company's Equipment.

By this Agreement, Customer will acquire no rights to any equipment or facilities of Company, all of which will remain the exclusive property of Company to be utilized in such manner and at such location(s), as Company determines.

3.2 Fax Numbers.

Customer agrees that it is not the owner of any fax number(s) assigned to Customer by Company. All such fax numbers are owned solely by Company. Customer agrees that thirty (30) days following termination of service for any reason, such fax numbers may be reassigned to another customer. The parties agree that neither will be liable for any damages (including, but not limited to, direct, indirect, consequential or special damages), arising out of any such reassignment and the harmed party hereby waives any claims with respect to any such Fax or SMS Number reassignments, whether based in contract, tort or other grounds, notwithstanding the unharmed party was advised of such damages.

3.3 Other Ownership.

All programs, services, processes, designs, software, technologies, trademarks, trade names, inventions and materials comprising EM Services are owned by Company and/or its licensors and service providers except where expressly stated otherwise.

Section IV – Termination

4.1 Termination for Cause. Notwithstanding the foregoing:

Company will have the right to terminate EM Services to Customer without notice if Customer is in breach of payment obligations for a period of fifteen (15) days after written notice from Company or more;

Company may terminate EM Services to Customer with thirty (30) days written notice if Customer account was formerly part of a group plan and that group plan was terminated or expired. Customer will receive a pro-rata refund for the unexpired term for such early termination;

A non-defaulting party may terminate this Agreement, if the other party defaults in the performance of any material term of this Agreement, which default is not cured within thirty (30) days after written notice from the non-defaulting party;

Customer has the right to terminate this Agreement with thirty (30) days written notice to Company where there is an increase in charges or fees, except where those fees or charges are imposed by a federal, state or governmental agency.

4.2 Effect of Termination.

Upon termination, Customer shall have no right to use the EM Service and Company will have no obligation to forward any unsent, unread, or stored messages to Customer or any third-party. Customer agrees that following the termination of Service, Customer's fax number(s) may be reassigned in accordance with Section 4.2 herein to another Customer. Further, upon termination, Company will have no obligation to inform anyone dialing Customer's fax number assigned prior to termination about the termination or any other information relating to Customer's termination.

Company, with respect to protected health information received from Customer, or created, maintained, or received by Company on behalf of Customer, shall continue to use appropriate safeguards and comply with Subpart C of 45 CFR Part 164 with respect to electronic protected health information to prevent use or disclosure of the protected health information, other than as provided for in this Section, for as long as Company retains the protected health information;

Section V – Miscellaneous

5.1 Modification of Service.

Company reserves the right upon thirty (30) days prior written notice to Customer to modify the Service or any part thereof, including substitute a Fax or SMS number assigned to Customer with another number.

5.2 Unsolicited (SPAM) Email/Fax/SMS;

Customer is responsible for the contents of Customer's transmissions through the use of Company's EM Services. Under no circumstances will Company, its affiliates, directors, officers, employees or agents be held liable to Sender, Customer, designated recipient(s) or other third-party for any Content transmitted by Customer under this Agreement. Customer agrees that Company may be irreparably harmed by Customer's use of Company's EM Services or facilities in connection with the Customer's transmission of (i) spam, junk e-mail, junk faxes, junk messages, unsolicited or unauthorized advertising, pyramid schemes, or chain letters (ii) content that is unlawful, threatening, harmful, abusive, harassing, obscene, libelous, hateful or otherwise objectionable in any manner, (iii) to conduct any illegal activities, (iv) infringe any third-party's patent, copyright, trademark, trade secret or other proprietary rights, (v) intercept, manipulate, forge or in any other way alter the Content transmitted through the EM Service, or (vi) intentionally or unintentionally violate any applicable local, state, national or international law and regulations and Company is entitled to seek injunctive relief against any such transmission (in addition to all other remedies available at law or in equity).

5.3 Disclaimer of Warranty.

CUSTOMER EXPRESSLY AGREES THAT CUSTOMER'S USE OF COMPANY'S EM SERVICES OR FACILITIES IS SOLELY AT ITS OWN RISK. CUSTOMER AGREES THAT COMPANY'S EM SERVICES IS PROVIDED ON AN 'AS IS'BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED INCLUDING, WITHOUT LIMITATION, ANY AND ALL WARRANTIES OF MERCHANTABILITY, FITNESS OR SUITABILITY FOR A PARTICULAR PURPOSE WHETHER OR NOT COMPANY KNOWS, HAS REASON TO KNOW, HAS BEEN ADVISED, OR IS OTHERWISE AWARE OF ANY SUCH PURPOSE, AND ANY IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE OR THE PROVISION OF SERVICES HEREUNDER. COMPANY MAKES NO WARRANTY THAT (i) THE SERVICE WILL MEET CUSTOMER'S REQUIREMENTS, (ii) THE EM SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE EM SERVICE WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF TRANSMISSION OR FAX WILL BE ACCURATE OR LEGIBLE, OR (v) THE TRANSMISSION OR FAX WILL BE COMPLETE. FURTHER, Company ASSUMES NO RESPONSIBILITY FOR THE DELETION OR FAILURE TO STORE FAX OR EMAIL MESSAGES AND ANY OTHER CUSTOMIZED SETTINGS.

5.4 Limitation of Liability.

IN NO EVENT SHALL EITHER PARTY, ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR AFFILIATES BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATING TO THE EM SERVICES, INCLUDING, BUT NOT LIMITED TO, DAMAGES RELATING TO LOST REVENUE, LOST PROFITS, GOODWILL, BUSINESS INTERRUPTION, LOST BUSINESS, NON-DELIVERY OR MIS-DELIVERY OF DATA, LOST DATA OR BUSINESS INFORMATION, SUBSTITUTED GOODS OR SERVICES, OR ECONOMIC LOSS, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY (INCLUDING NEGLIGENCE OR STRICT LIABILITY), BREACH OF CONTRACT, WARRANTY, MISREPRESENTATION, OR OTHERWISE, ARISING OUT OF THIS AGREEMENT OR THE PROVISION OF EM SERVICES HEREUNDER OR LIABILITY TO THIRD PARTIES, HOWEVER CAUSED, THE MAXIMUM LIABILITY OF EITHER PARTY UNDER THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION (WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, SHALL BE LIMITED TO THE AMOUNTS PAID TO COMPANY BY CUSTOMER IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE CLAIM OR ACTION AROSE. THIS LIMITATION OF LIABILITY DOES NOT APPLY TO DAMAGES ARISING FROM USE OF THE SYSTEM AS DESCRIBED IN PARAGRAPH 5.2 (UNSOLICITED SPAM EMAIL AND/OR FAX].

5.5 Arbitration.

If any dispute arises between the Parties relating to the application, interpretation, implementation or validity of this agreement, the Parties agree to resolve the dispute by arbitration using the Canadian Arbitration Association Expedited Arbitration Rules. Both parties waive the right, if any, to obtain any award for exemplary or punitive damages of any other amount for the purpose of imposing a penalty arising out of or with respect to this Agreement, or any part hereof, including any claim that this Agreement or any party hereof, is invalid, illegal or otherwise voidable or void. The arbitration shall be held in Toronto, Ontario and shall proceed in accordance with the provisions of the Arbitration Act Ontario. The costs of the arbitrator shall be divided equally between the parties. Judgement upon the award rendered by the arbitrator may be entered in any court having jurisdiction.

5.6 Indemnification.

Customer hereby agrees to indemnify, defend and hold harmless Company, its successors, assigns, agents, officers, directors, and employees, from and against any and all claims, losses, damages, suits, judgments, class action lawsuits, costs, and expenses (including litigation costs and reasonable attorneys' fees and disbursements) however caused, arising either directly or indirectly, from the provision of EM Services, including, but not limited to, any claim, loss, damages, suits, judgments, class action lawsuits, costs and expenses in connection with the posting or transmission of any content by or through Customer's EM Account on the access services, any claims of libel, defamation negligence, fraud, trespass to chattels, conversion, misappropriation, unjust enrichment, unfair competition, computer abuse, violation of privacy or publicity rights, any loss of service to third parties, injury to reputation, any infringement of intellectual property or other rights of any third parties, any violation of any state or federal laws or regulations prohibiting transmission of unsolicited faxes or email, including unsolicited bulk commercial e-mail and/or Customer's gross negligence or willful misconduct.

5.7 Severability.

In the event that any of the provisions of this Agreement shall be held by a Court of competent jurisdiction to be unenforceable or invalid, such provision will be enforced to the maximum extent permissible by law and the remaining portions of this Agreement shall remain in full force and effect. The parties agree to negotiate in good faith a valid and enforceable substitute provision that most nearly effects the parties' intent and to be bound by the mutually agreed substituted provision.

5.8 Force Majeure.

Neither party shall be responsible for any failures to perform (except for payment obligations) due to causes beyond its control, including, but not limited, to acts of God, war, riot, embargoes, acts of civil, government, or military authorities, fire, floods, accidents, strikes, lockouts, shortage of transportation facilities, fuel, energy, labor or material or failures. A party whose performance is affected by a force majeure condition shall notify the other party immediately and in writing upon the occurrence of the event and be excused from such performance to the extent required by the force majeure condition so long as such party takes all reasonable steps to avoid or remove such causes of nonperformance and immediately continues performance whenever and to the extent such causes are removed. If performance of a material obligation is delayed for more than thirty (30) days, the other party may on notice treat the delay as a default.

5.9 Amendment, Modification and Waiver.

This Agreement together with the Schedules attached hereto constitutes the complete and final agreement between the parties and supersedes any and all prior or contemporaneous oral or written representation, understanding, commitment or agreement concerning the subject matter hereof and may not be waived, modified or amended except in writing signed by both of the parties. No failure by either party to exercise and no delay by either party in exercising any right, power or remedy provided under this Agreement including Schedules attached hereto shall operate as subsequent waiver of any such right, power or remedy. Further, no waiver of any provision of this Agreement shall be effective, except pursuant to a written instrument or agreement signed by the party waiving compliance.

5.10 Entire Agreement.

These Terms and Conditions, and the Brightfax Credit Card Authorization Form is the complete and exclusive statement of agreement between the parties relating to the subject-matter of this Agreement and supersedes all proposals or other agreements, oral or written, and all other communications between the parties relating to this subject. In the event of a conflict between the terms of the Brightfax Credit Card Authorization Form and these Terms and Conditions, these Terms and Conditions shall control.

5.11 General.

This Agreement shall be governed by, interpreted under and construed in accordance with the laws of the State of New York, without giving effect to the choice or conflict of laws principles. The UN Convention on Contracts for the International Sale of Goods is expressly disclaimed.