Terms and Conditions

This Agreement is entered into between Nupoint Systems Inc, (“NSI”) and Customer upon the commencement of Customer’s use of the Nupoint Network. Customer’s use of the Nupoint Network shall obligate Customer to, and shall constitute Customer’s acceptance of, the terms and conditions set forth in this Agreement.

1. Nupoint Network:

Upon activation of the Customer’s NSI device and/or account and subject to the terms and conditions of this Agreement, the terms of the applicable pricing plan then in effect and incorporated by reference hereto, and the terms, conditions and recommendations of any other material distributed by NSI in connection with the services contemplated hereby, NSI shall provide to Customer transmission and/or reception telecommunication services, which include both data and messaging services (the “Nupoint Network”). NSI shall not be bound by Customer’s terms and conditions in Customer’s purchase order or elsewhere.

2. Conditions on Use of the Nupoint Network:

a) Customer Representations: The person entering into this Agreement represents and warrants that to the extent (s)he is acting as an agent or representative of a third party, that (s)he has the express authority to enter into this Agreement on behalf of Customer. In the event of a breach of this representation, the person entering into this Agreement will be responsible for all obligations of Customer hereunder.

b) Credit Verification; (For ALL Term Plan and Post Paid) Customers) Deposit: Based upon information supplied by Customer, NSI may obtain credit information supplied by Customer from trade references and credit reporting agencies, or as NSI deems necessary. Based on this information, and other information NSI deems relevant to Customer’s creditworthiness, including without limitation payment history and/or usage patterns, NSI may require Customer to make a deposit as a payment guarantee. Such deposit shall be subject to increase as NSI deems necessary. Such deposit shall not accrue interest unless required by law. NSI will refund Customer’s deposit upon termination of service or, after 12 months from the date the deposit was made if Customer requests a refund and satisfactory credit has been achieved. If NSI refunds the deposit to Customer, said refund will be sent to Customer by first class mail to Customer’s last known address. At NSI’s sole discretion, Customer may receive Nupoint Network service prior to a credit review without waiving NSI’s right to demand a security deposit from Customer.

c) Home Territory: For purposes of providing the Nupoint Network service contemplated in this Agreement, Customer’s Home Territory is Canada up to and including 70 degrees north latitude, the continental United States of America including Alaska up to and including 70 degrees north latitude and the following selected Caribbean countries: Anguilla, Antigua & Barbuda, Aruba, Bahamas, Barbados, Bermuda, British Virgin Islands, Cayman Islands, Guantanamo Bay, Dominica, Dominican Republic, Grenada, Guadeloupe, Haiti, Jamaica, Martinique, Montserrat, Netherlands Antilles, Puerto Rico, Saint Kitts and Nevis, Saint Lucia, Saint Vincent and the Grenadines, Turks and Caicos Islands, and Virgin Islands.

d) Transmission and Capacity Limitations: The Nupoint Network is provided subject to the availability of capacity on the Globalstar System which is limited due to the space technology involved and scarcity of assigned radio spectrum. The Nupoint Network may become unavailable or limited because of capacity limitations or emergency pre-emption as required by governmental authorities who have jurisdiction over the Globalstar System, and may be interrupted or curtailed due to modifications, upgrades, repairs, and similar activities of NSI or Globalstar. Globalstar has reserved the right to allocate satellite capacity among all users of the Globalstar System, including but not limited to NSI, and the Nupoint Network. The Nupoint Network is subject to transmission and reception limitations caused by: (1) service area limitations, including without limitation topographical conditions, whether man made or natural that obstruct the line of transmission between the user and the Globalstar System’s Satellites; (2) the condition of the Globalstar System equipment; (3) the condition of the NSI equipment (4) the condition of Customer’s NSI device; (5) Acts of God, including without limitation weather conditions, atmospheric conditions (i.e., space debris, solar flares, and other atmospheric anomalies or disturbances), magnetic interference, environmental and topographic conditions and other like conditions.

e) Nupoint Network Only: Customer understands and acknowledges that NSI does not provide any service other than the Nupoint Network service (subject to the terms of this Agreement). In the event that Customer elects to utilize any service other than the Nupoint Network, in connection with its use of the NSI device, Customer understands and acknowledges that NSI is not responsible for and neither warrants nor represents the quality or availability of such service and expressly disclaims any warranty regarding the interoperability of such service and the Nupoint Network. Provisioning, billing and any issues relating to the use and operation of the NSI device on any other similar network is the responsibility of Customer.

f) Equipment: Customer shall use only data communications equipment, including mobile devices, fixed units, car kits, phone booths or other third-party vendor-modified units, which have been approved by NSI for use with the Nupoint Network. NSI MAKES NO WARRANTIES WITH RESPECT TO THE NSI DEVICE OR OTHER EQUIPMENT USED BY CUSTOMER IN CONNECTION WITH THE NUPOINT NETWORK AND EXPRESSLY DISCLAIMS ANY AND ALL EXPRESSED AND IMPLIED WARRANTIES WITH RESPECT THERETO, INCLUDING WITHOUT LIMITATION, ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. CUSTOMER’S REMEDIES FOR ANY AND ALL WARRANTY CLAIMS WITH RESPECT TO THE NSI DEVICE OR OTHER EQUIPMENT USED BY CUSTOMER IN CONNECTION WITH THE NUPOINT NETWORK SHALL BE THOSE PROVIDED BY THE RESPECTIVE MANUFACTURERS OF SUCH NSI DEVICES OR OTHER EQUIPMENT.

g) Privacy Limitations: Customer understands that because the Nupoint Network service involves radio technology, data communications transmitted over the Globalstar System may not be completely private. Also, Customer consents to NSI monitoring and recording Customer’s calls to NSI in order to ensure quality.

NSI also abides fully with the Canadian Privacy Act. NSI will provide customers billing information and or data to Canadian law enforcement agencies when NSI is lawfully requested to do so under the terms of the Privacy Act.

h) Abuse and Fraudulent Use: Neither the Nupoint Network nor any other means of communication may be used (1) to make foul or profane expressions, to impersonate another person with fraudulent or malicious intent, or to call another person so frequently or at such times of the day or in any manner so as to annoy, abuse, threaten or harass, or (2) for any purpose in violation of law, or (3) in any manner which interferes unreasonably with the use of the Nupoint Network by any other customer or with NSI’s reasonable ability to provide service to others. Failure to adhere to these regulations may result in termination of the Nupoint Network service by NSI.

i) Effect of Regulatory Authority Affecting this Agreement: Customer agrees that, to the extent the terms of this Agreement are changed to give effect to rules adopted by governmental entities, such change(s) does not constitute a repudiation or breach of this Agreement by NSI, and Customer agrees to act in conformity with such rules as they may affect his/her performance under this Agreement.

j) Telephone Numbers: A telephone number may not appear in more than one NSI device. Customer has no property right to any assigned telephone number, and none can be acquired by usage or otherwise. NSI reserves the right to assign, designate, or change any such telephone number when reasonably necessary in the conduct of its business. Any telephone number used by a Customer whose service is deactivated may be reassigned immediately upon the discontinuance of service.

k) Designation of Authorized User(s): A customer may notify NSI at any time of Customer’s choice to designate an authorized user(s) on the account. Customer gives NSI permission to (1) provide account information and services directly to such user(s) to the extent such information and services would otherwise be available to Customer, and (2) make changes to Customer’s account as may be requested by such user from time to time. Customer agrees to accept financial responsibility for all decisions and changes made by such user(s) relating to Customer’s account. Customer may remove an authorized user(s) from the account at any time by notifying NSI.

l) Service Orders: Orders including those which involve the start, a change, or the discontinuance of the Nupoint Network service will be accepted by NSI only from Customer or a representative of Customer whose authority is confirmed in accordance with NSI’s procedures prior to the action desired.

m) Customer Contact: Customer expressly grants NSI the right to contact Customer by calling Customer’s telephone number or by leaving a recorded message on Customer’s voice mail. Customer grants NSI the right to examine detailed records of calls made and received by Customer in order to locate Customer or to otherwise exercise NSI’s rights under this Agreement.

n) UNLIKE CELLULAR OR STANDARD TELEPHONE SERVICE, NSI IS UNDER NO OBLIGATION TO PROVIDE ANY TYPE OF EMERGENCY REFERRAL SERVICE, SUCH AS “911” SERVICE, IN CONNECTION WITH THE NUPOINT NETWORK. IN THE EVENT THAT NSI DOES PROVIDE A FORM OF EMERGENCY REFERRAL SERVICE, THEN IN ADDITION TO OTHER LIMITATIONS PROVIDED HEREIN, NEITHER NSI NOR ITS EMPLOYEES, DIRECTORS, OFFICERS OR AGENTS, INCLUDING ANY THIRD-PARTY PROVIDER OF SUCH REFERRAL SERVICE, SHALL BE LIABLE FOR ANY DAMAGES IN A CIVIL ACTION OR SUBJECT TO CRIMINAL PROSECUTION RESULTING FROM DEATH, INJURY, OR LOSS TO PERSONS OR PROPERTY INCURRED BY ANY PERSON IN CONNECTION WITH ESTABLISHING, DEVELOPING, IMPLEMENTING, MAINTAINING, OPERATING, AND OTHERWISE PROVIDING WIRELESS EMERGENCY REFERRAL SERVICES, UNLESS SUCH DAMAGE OR INJURY WAS CAUSED BY THE INTENTIONAL OR WILLFUL OR WANTON MISCONDUCT OF THE ABOVE DESCRIBED ENTITIES/INDIVIDUALS. FURTHER, IN THE EVENT THAT NSI PROVIDES AN EMERGENCY REFERRAL SERVICE AT ANY TIME IN ANY LOCATION, THERE CAN BE NO ASSURANCE THAT SUCH SERVICE MAY BE AVAILABLE AT OTHER TIMES OR IN THE SAME OR OTHER LOCATIONS; NOR CAN THERE BE ANY ASSURANCE THAT SUCH SERVICE WILL BE AVAILABLE OUTSIDE THE HOME TERRITORY. CUSTOMER ACKNOWLEDGES THAT WHEN CALLING ANY SUCH EMERGENCY SERVICE, CUSTOMER’S LOCATION WILL NOT BE KNOWN AUTOMATICALLY BY THE OPERATOR ANSWERING THE EMERGENCY REFERRAL CALL AND THE EFFECTIVENESS OF THIS SERVICE WILL DEPEND LARGELY ON THE ACCURACY OF THE INFORMATION PROVIDED BY THE CUSTOMER, INCLUDING WITHOUT LIMITATION, INFORMATION CONCERNING THE CUSTOMER’S LOCATION. CUSTOMER MUST PROVIDE THE OPERATOR SPECIFIC INFORMATION IDENTIFYING THE CUSTOMER’S LOCATION.

o) Loss of NSI device: In the event Customer’s NSI device is lost, stolen, or otherwise absent from the Customer’s possession or control, Customer shall be liable for any or all usage and toll, long distance and roaming charges originating from NSI device number until the loss, theft or other occurrence is reported to NSI and for 4 hours thereafter. Customer shall provide a police report of such loss or theft upon NSI’s request. Thereafter, Customer shall not use the telephone number assigned to NSI device until Customer gives NSI notice that such NSI device is in the Customer’s possession and requests restoration of the ability to use such telephone number. Such restoration may be subject to a charge. Monthly charges shall continue until the Nupoint Network service is terminated.

3. Rates, Billing and Payment:

a) Rates: Applicable rates and charges for the Home Territory are indicated in NSI’s description(s) of the pricing plans and service options selected by Customer. Such rates and charges apply only to service provided by NSI within the Home Territory, and charges may vary for roaming in other territories served by the Globalstar System. All other charges, features (even if one or more features were offered at the time of activation with no recurring monthly feature charge) and services including, but not limited to, coverage areas, and rounding practices, are subject to change or discontinuation upon reasonable notice. Customer understands and acknowledges that the rates being charged under this Agreement may include discounts in consideration of the number of Customer NSI devices in active use by the Customer. Customer agrees that NSI may discontinue such discounts should the number of NSI devices in active use by the Customer fall below the number required for the granting of such discounts. Additionally, NSI reserves the right to modify all other terms and conditions and any pricing plan at any time by written notice to Customer. Upon such notice, any changes shall automatically and without written amendment become part of this Agreement.

b) System Access Fee: NSI does not charge a system access fee.

c) Billing:

1. 1. Post paid chargeable time based plans for connections originated by a Customer’s NSI device begins when a connection is established to a Globalstar System facility and ends when the NSI device disconnects from a Globalstar System facility (i.e., a few seconds after NSI device sends an END command to the Globalstar System). In the Home Territory, Customer will not be charged for unanswered connections. Customers may be charged for busy or unanswered connections when roaming outside of the Home Territory.
      
      
   2. Post paid data-based plans, for connections originated by Customer’s NSI device, only charge for data passed. Any time used to connect or disconnect from a Globalstar System facility is not charged. At the end of each month NSI shall round up the data usage to the next 1K before billing the Customer. NSI reserves the right to charge for system data used to manage the NSI device data plan on behalf of the customer. In the Home Territory, Customer will not be charged for unanswered connections. Customers may be charged for busy or unanswered connection attempts when roaming outside of the Home Territory.
      
      
   3. Pre-paid data based plans, for connections originated by Customer’s NSI device, only charge for data passed. The Customer may use the data allotment anyway they see fit within the pre-paid plan’s term and are not monthly allotments. Any time used to connect or disconnect from a Globalstar System facility is not charged. At the end of each month NSI shall round up the data usage to the next 1K before billing the Customer. NSI reserves the right to charge for system data used to manage the NSI device data plan on behalf of the customer. In the Home Territory, Customer will not be charged for unanswered connections. Customers may be charged for busy or unanswered connection attempts when roaming outside of the Home Territory. Once the included data, for a pre-paid plan, has been consumed the unit will revert to a monthly post-paid plan unless the Customer purchases another pre-paid plan.
      
      
   4. Post-paid bulk plans provide a mechanism for Customer’s to pool data for multiple units, whereby connections originated by Customer’s NSI device are only charge for data passed. Bulk plans include a per unit monthly fee for every activated unit the Customer owns. The Customer may purchase a block of data that is shared amongst the Customer’s units as required. The block of bulk data has a term after which the data expires and a new block must be purchased. Should the Customer buy a new block before the current data is used up the remaining data is combined with the new data purchased and the term changed according to the term of the new block or data. The Customer’s NSI device may consume the data allotment anyway they see fit within the pre-paid plan’s term period. Any time used to connect or disconnect from a Globalstar System facility is not charged. NSI reserves the right to utilize a portion of the data block to manage the NSI device. In the Home Territory, Customer will not be charged for unanswered connections. Customers may be charged for busy or unanswered connection attempts when roaming outside of the Home Territory.
      
      
   5. For post paid customers, if the Customer has selected a rate plan with “Bundled” or “Included” data that data will apply the earliest part of each monthly billing cycle. Any unused Bundled data remaining at the end of any monthly billing period will not be carried forward or credited against the next month’s billing period. Any extra data above the Bundled data will be billed at the posted “Extra Data” rate and included in the monthly invoice for the previous billing period.
      
      
   6. Bills for post paid charges payable by Customer will generally be produced monthly. Monthly billing periods do not necessarily correspond to calendar months, and they may vary in length from approximately 28 to approximately 32 days. NSI may change its billing procedures from time to time, and NSI may bill Customer more often than monthly if Customer files for (or is otherwise compelled to seek) bankruptcy protection or if NSI determines that there is a risk of Customer non-payment which may be indicated by, among other things, above-normal Customer usage of the Globalstar Service or non-payment of a prior bills when such bill was due and payable. Customer agrees to review his/her NSI invoice to verify accuracy within 90 days of receipt and notify NSI promptly of any discrepancies.
      
      
   7. Applicable federal, provincial, state, local and foreign taxes, fees and surcharges will be added to post paid Customer’s monthly bill, and to pre-paid plans should extra data be consumed. Payment: Prepaid and Post paid Customers are responsible for the payment of charges for all services furnished to Customer under this Agreement, including, but not limited to, all connections originated by or completed to the Customer’s NSI device, and for the payment of all charges billed to Customer’s NSN, including roaming charges, if applicable. Customer may pay its bill by direct debit, credit card or by mailing a cheque or money order to the remittance address set forth in the invoice sent to Customer. Payments received after the due date on the bill may incur a 2.0% per month (or the maximum rate allowed by law) late payment charge on the past due amount. If payment is returned or rejected by a bank or other financial institution for any reason (i.e., non-sufficient fund or NSF cheque, overdrawn account for pre-authorized payment, over the limit credit, expired date on credit card), then Customer shall pay a $50 return or rejection charge (or NSI’s most recent fee then in effect). Customer authorizes NSI to refer its account, if past due, to attorneys and/or collection agencies for further action. Customer shall also pay any and all costs, fees and expenses that NSI incurs to collect any charges from Customer, including without limitation all court costs, attorneys’ fees and collection agency fees and commissions as allowed by law. NSI reserves the right to interrupt service at any time without notice and require accelerated interim payments in the event that (1) payment is not received by the invoice due date, (2) NSI deems Customer’s usage unusual or excessive in relation to Customer’s security deposit, credit limit and/or normal usage patterns, as NSI may determine in its sole discretion from time to time, or (3) Customer’s payment is returned or rejected as described above. In the event of service interruption, monthly services will continue to be billed and customer shall be responsible for all charges accrued while the use of the phone is restricted by NSI.

4. Term and Termination:

For all term customers, the initial term of this Agreement shall begin on the activation date and continue for the period of 12 months as set forth in the “Agreement Term” on the face of this Agreement (“Initial Term”). Unless sooner terminated pursuant hereto, or unless extended by Customer to obtain new, additional or different benefits, this Agreement automatically extends indefinitely thereafter on a month to month basis until Customer gives NSI 30 days’ prior written notice of termination. If during the Initial Term this Agreement is terminated by Customer for any reason, or terminated by NSI for cause, then Customer will pay, at Nupoint’s discretion: an early termination fee of $250.00 or NSI’s most recent deactivation fee or the sum total of the remaining monthly fees. If a Customer switches from a higher rate plan to a lower rate plan (e.g. D250 to D50 ) there will be a $50 change fee or NSI’s most recent change fee and the customer will begin a new 1 year term on the first day of the new rate plan. If a Customer activates on any prepaid contract plan, the customer will not be penalized for terminating their contract before the end of their contract, however they will not be reimbursed for the remaining balance on their contract. Upon non-payment of any sum due to NSI, or upon any violation of the terms, conditions, laws, rules or regulations governing the use of service, NSI may, by a notice in writing (which notice shall be deemed given 5 days after it is placed in Canada Post mail addressed to Customer’s last known address, or earlier if Customer files for, or is compelled to seek, bankruptcy protection) and without incurring any liability, either refuse, reduce or temporarily or permanently terminate service (including associated roaming, long distance and international direct dialing services) to Customer. In addition, the Nupoint Network service may be refused, reduced or temporarily or permanently terminated by NSI without notice and without incurring any liability if (1) NSI has not received and posted

Customer’s first payment by the due date on Customer’s first bill; or (2) NSI is informed that the Nupoint Network is being used by Customer in a manner which might adversely affect NSI’s service to others; or (3) NSI receives from a law enforcement agency a written finding, signed by a magistrate, that probable cause exists to believe (i) that Customer has used or will use the Nupoint Network in violation of or to violate the law, and (ii) that the character of Customer’s use of the Nupoint Network is such that immediate action is required to protect the public’s health, safety or welfare; or (4) the NSN/ESN/phone number combination utilized by Customer is determined by NSI to have been duplicated or otherwise to be associated or potentially associated with the fraudulent use of service; or (5) NSI is requested by a customer or by another service provider to deny service to a NSI device which was reported to be lost or stolen, or NSI is requested by another service provider to deny service to an NSI device determined to be associated or potentially associated with the fraudulent use of service or disconnected from service for non-payment of, or owing unpaid, service charges; or (6) NSI determines that Customer’s application for the Nupoint Network included information that was fraudulent, false or incomplete; or (7) Customer uses equipment either not authorized by or on record with NSI; or (8) occurrence of any other event of default. If Nupoint Network service is interrupted for non-payment NSI may, at its sole option, reactivate the Nupoint Network service upon payment by Customer in full of the past due amount, any penalties associated with the late payment, and a service restoration charge of $40 or NSI’s most recent restoration fee then in effect plus a deposit may be required based on the Customer’s payment history.

In addition to the rights contained herein, NSI reserves the right to pursue any other remedy at law or in equity. All rights and remedies granted to NSI are cumulative and not alternate, and NSI’s failure to exercise any right or remedy shall not constitute a waiver of such right or remedy or of any future default by Customer.

5. Limitation of Liability:

NEITHER NSI NOR ITS EMPLOYEES, DIRECTORS, OFFICERS OR AGENTS SHALL BE LIABLE FOR ANY ACT OR OMISSION TO THE EXTENT NOT ATTRIBUTABLE TO NSI’S PERSONNEL OR GROUND EQUIPMENT, AND NSI’S LIABILITY FOR ANY NEGLIGENT OR GROSSLY NEGLIGENT ACT OR OMISSION RESULTING IN ANY INTERRUPTION, DELAY, DEFECT OR ERROR IN SERVICE SHALL IN NO EVENT EXCEED THE PROPORTIONAL CHARGES TO CUSTOMER FOR THE PERIOD OF THE SERVICE INTERRUPTION OR DEFECT. NSI SHALL HAVE NO LIABILITY WHATSOEVER FOR (1) INTERRUPTIONS OR DEFECTS IN SERVICE WHICH AFFECT CUSTOMER FOR LESS THAN 72 CONTINUOUS HOURS, OR (2) ANY OF THE LIMITATIONS OF SERVICE REFERRED TO IN SECTION 2 “CONDITIONS ON USE OF THE NUPOINT NETWORK” HEREOF, OR (3) ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSSES OR INJURIES.WHEN ROAMING OUTSIDE THE HOME TERRITORY, CUSTOMER IS ALSO SUBJECT TO THE LIMITATIONS OF LIABILITY THAT THE GLOBALSTAR SYSTEM PROVIDER IN THAT TERRITORY IMPOSES UPON ITS CUSTOMERS. CUSTOMER MUST ABIDE BY ALL REGULATORY PROVISIONS WHILE OPERATING TERMINAL IN THAT COUNTRY. CUSTOMER UNDERSTANDS THAT SUCH GLOBALSTAR SYSTEM PROVIDER MAY BILL AIRTIME DIFFERENTLY THAN NSI AND THAT THE SERVICES AVAILABLE IN ONE TERRITORY MAY VARY CONSIDERABLY FROM THE SERVICES AVAILABLE IN THE HOME TERRITORY. CUSTOMER AGREES THAT WHILE CUSTOMER ROAMS, CUSTOMER ACCEPTS SERVICES PROVIDED BY THE GLOBALSTAR SYSTEM PROVIDER IN SUCH TERRITORY ON AN “AS-IS”, “WHERE-IS” BASIS, WITHOUT WARRANTY OF ANY KIND. CUSTOMER UNDERSTANDS THAT THE ROAMING INDICATOR ON THE CUSTOMER’S NSI DEVICE MAY NOT ALWAYS REPRESENT HOME/ROAM TERRITORY. WHEN TRAVELING OUTSIDE THE HOME TERRITORY AUTOMATIC ROAMING MAY BE LIMITED DUE TO HIGH LEVELS OF FRAUDULENT ACTIVITY IN THE AREA, THE UNAVAILABILITY OF THE NUPOINT NETWORK OR OTHER FACTORS.

6. Customer Indemnity:

CUSTOMER AGREES TO INDEMNIFY, HOLD HARMLESS, AND DEFEND NSI AGAINST ANY CLAIMS RELATING TO CUSTOMER’S MISUSE OF THE NUPOINT NETWORK OR NSI DEVICE OR OTHER EQUIPMENT USED IN CONNECTION WITH THE NUPOINT NETWORK. CUSTOMER AGREES TO REIMBURSE NSI FOR ANY AND ALL COSTS AND REASONABLE ATTORNEYS’ FEES INCURRED BY NSI IN DEFENDING ANY CLAIMS RELATING TO CUSTOMER’S MISUSE OF THE NUPOINT NETWORK OR NSI DEVICE OR OTHER EQUIPMENT USED IN CONNECTION WITH THE NUPOINT NETWORK.

7. General:

a) Assignment: Customer may not assign this Agreement, nor any of its rights and obligations hereunder, to any other person, firm, agency, corporation or other legal entity without the prior approval of NSI.

b) Successors and Assigns: This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their permitted assigns. This Agreement is entered into solely for the benefit of such parties. Nothing contained herein will be deemed to create any third-party beneficiaries or confer any benefit or rights on or to any person not a party hereto, and no person not a party hereto shall be entitled to enforce any provisions hereof or exercise any rights hereunder.

c) Governing Law: This Agreement is governed by the laws of the Province of British Columbia and any applicable federal law.

d) Waiver and Severability: (1) Neither the waiver by either of the parties hereto of a breach of or a default under any of the terms and conditions of the this Agreement nor the failure of either of the parties, on one or more occasions, to enforce any of the provisions of this Agreement or to exercise any right or privilege hereunder shall thereafter be construed as a waiver of any subsequent breach or default of a similar nature, or as a waiver of any provisions, rights, or privileges hereunder. (2) In the event that any one or more of the provisions of the terms and conditions of this Agreement shall be held by a court of competent jurisdiction to be invalid or unenforceable in any respect, such invalidity and unenforceability shall not affect any other provision of this Agreement.

e) Notice: In the event Customer desires to provide written notice to NSI, as required by any of the terms and conditions herein or for any other reason, INCLUDING ANY COMMUNICATION FROM CUSTOMER REGARDING DISPUTED DEBTS, AND ANY INSTRUMENT TENDERED AS FULL SATISFACTION OF A DEBT MUST BE SENT CERTIFIED MAIL to: Nupoint Systems Inc., Customer Care Department, 209-358 175A Street, Surrey, BC, Canada V3Z 6S7.

f) Complete Agreement: These terms and conditions contain the entire Agreement between NSI and Customer superseding all prior agreements whether oral or written. CUSTOMER ACKNOWLEDGES THAT (S)HE HAS RELIED ON NO ORAL OR WRITTEN REPRESENTATIONS MADE BY OR ON BEHALF OF NSI OR ANY EMPLOYEE, DIRECTOR, OFFICER OR AGENT OF NSI THAT ARE NOT INCORPORATED INTO THIS DOCUMENT.

EXHIBIT D
DISCLOSURE NOTICE FOR NEW SUBSCRIBERS

By signing the Service Contract with GLOBALSTAR CANADA SATELLITE CO Customer affirms that Customer has read and agrees to this Disclosure Notice.

1. Disruptions in Service. The provision of Service to Customer relies on the proper functioning of Globalstar Inc.’s own equipment, as well as the proper functioning of equipment not under Globalstar Inc.’s control. Globalstar Inc.’s obligations to provide Service to Customer is subject to each of the following:
   a) The proper functioning of the satellite system owned by Globalstar Inc.;
   b) The proper functioning of any third party carrier system relied upon to complete a call (such as long-distance, roaming, exchange or interconnection providers); and
   c) The availability to Globalstar Inc. of capacity on the Globalstar satellite system and the availability of capacity on Globalstar Inc.’s system.
   
   
2. System Limitations. Be advised of the following constraints on Globalstar Inc.’s ability to provide Service without disruption:
   a) Each of Globalstar Canada’s system and the Globalstar Inc. satellite system is inherently capacity constrained;
   b) Service may be refused or limited, without liability to Globalstar Inc., due to capacity limitations, including capacity limitations due to any repair, testing, upgrade or modification work on either Globalstar Canada’s system or the Globalstar Inc. satellite system;
   c) Emergency access to Globalstar Canada’s system by public safety organizations may preempt Customers’ use of Globalstar Canada’s system;
   d) Service is subject to disruptions and/or deficiencies caused by atmospheric or terrain conditions or in-building conditions.
   
   
3. Limitation of Liability. Customer acknowledges and agrees that liability of Globalstar Canada for damages due to any failure, disruption or degradation in Service shall be limited to the charges imposed for the affected Service for the period such failure, disruption or degradation occurred. IN NO EVENT SHALL GLOBALSTAR CANADA BE LIABLE, WHETHER FOR BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, FOR LOSS OF PROFITS, OR SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND.