FLO TERMS OF SERVICE AGREEMENT

PLEASE READ THE FLO TERMS OF SERVICE AGREEMENT CAREFULLY. BY COMPLETING THE REGISTRATION PROCESS AND CLICKING THE "I ACCEPT" BUTTON, YOU AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT.

This FLO Terms of Service Agreement (the "Agreement") governs the provision of the Service (as defined in Article I, below) by Internet Light and Power Inc. ("Internet Light and Power", or "ILAP") to you. This Agreement includes, and incorporates by this reference, the Acceptable Use Policy ("AUP") for all users of the ILAP Network and Service. The AUP is posted at the URL: http://www.ilap.com/aup.shtml. ILAP reserves the right to change or revise the terms and conditions of this Agreement or the AUP at any time by posting any changes or a revised Agreement on this site: www.flohq.com/aup.shtml, or at http://www.ilap.com/aup.shtml, respectively. ILAP will alert you that changes or revisions have been made by indicating on the top of this Agreement the date it was last revised, or by email for any changes after the effective date of this Agreement. The changed or revised Agreement will be effective immediately after it is posted on this Web site. Your use of the Services following the posting of any such changes or of a revised Agreement will constitute your acceptance of any such changes or revisions. ILAP encourages you to review this Agreement whenever you visit the FLO Web site to make sure that you understand the terms of the Services provided to you. This Agreement does not alter in any way the terms or conditions of any other agreement in written or electronic form you may have with ILAP for other products or services. If you do not agree to enter into this Agreement by signifying your acceptance electronically by clicking the "I Agree" button at the end of this Agreement, please immediately terminate your use of the Services. If you would like to print this Agreement, please click the print button on your browser toolbar.

I. THE SERVICE

1. Description. The Service manages your projects online. The Service includes the management of clients, tasks, timelines, and files. ILAP shall have no obligation to provide the Service to you if you elect not to pay the Service Fee (as defined below) following the conclusion of the Trial Period (as defined below). ILAP reserves the right, without liability to you or any other third party, to modify or discontinue, temporarily or permanently, in whole or in part, the Services without notice.
2. Free Trial Period. ILAP will provide the Services to you for a thirty-day (30) period free of charge (the "Trial Period"). The Trial Period will begin on the date you complete the registration process and end on the 29th day after that date.
3. Fees. ILAP will notify you via email one week and 1 day before the Trial Period has ended and will ask you whether you would like to continue the Services for the monthly fee. At the conclusion of your thirty-day trial period, ILAP will bill you the monthly fee. ILAP will provide a monthly invoice for the service. If, at any time thereafter, you fail to pay any amount under this Agreement when due or are otherwise in breach or default under this Agreement, ILAP may, in its sole discretion, and without prejudice to its other rights, immediately terminate your use of the Services.
4. Agreement Term. The term of this Agreement (the "Term") will begin on the date on which you elect to continue the Services for the Fee. ILAP���s provision of the Services to you will continue on a monthly basis from the beginning of the Term unless earlier terminated under Article VII or as set forth below. The Services shall be automatically renewed on a monthly basis unless earlier terminated by you or ILAP under Article VII or as set forth below. In order for your termination to be effective, you must provide notice via the FLO online contact form (http://www.flohq.com/contact) to ILAP Customer Support. In the event you change your billing information on file with ILAP, you will (1) promptly advise ILAP of the same and provide updated billing information that can be charged by ILAP, and (2) pay any amount due ILAP for the Services.
5. Termination of Agreement Following Trial Period. If you decline to continue the Services following the Trial Period, then the Term will not begin and you will not be charged for the Services. However, this Agreement will otherwise remain in effect and you agree to abide by its terms and conditions until such time as either you or ILAP terminate this Agreement. If you wish to terminate this Agreement following the Trial Period, you must contact ILAP Customer Support as mentioned in paragraph (e).
6. Taxes. All payments required by this Agreement are exclusive of all national, state, municipal or other governmental excise, sales, value-added, use, taxes and similar taxes now in force or enacted in the future, all of which you will be responsible to pay in full.

II. YOUR REGISTRATION AND ACCOUNT

1. Registration Obligations. In consideration for access to the Services, and to establish a Services account, you must provide ILAP with certain information ("Registration Data") requested on the registration form; inquiries marked "required" must be answered, and any other request for information may be left blank. You agree that the Registration Data you provide: (1) is true, accurate, current and complete, and (2) will be maintained and updated by you to keep it true, accurate, current and complete. ILAP reserves the right to terminate your use of the Services and refuse to provide you with any and all current or future use of the Services if ILAP, in its sole discretion, determines that any of your Registration Data is untrue, inaccurate, not current or incomplete.
2. Account Security. You will select a password during the registration process and will receive an account confirmation email upon completing the registration process. You are responsible for maintaining the confidentiality of your login information and account number and are fully responsible for all activities, charges and/or liabilities that occur under your account whether or not authorized by you. You will immediately notify ILAP of any unauthorized use of your account or any other breach of security. ILAP cannot, and will not, be liable for any loss or damage arising from your failure to comply with this section.

III. YOUR RESPONSIBILITIES AND ACKNOWLEDGMENTS

1. Compliance With Laws, Regulations and Requirements. You will not use the Services for illegal purposes but will abide by and comply with (1) all applicable provincial, local, state, national, and international laws and regulations in your use of the Services (including laws regarding the transmission of technical data exported from the United States), and (2) all requirements, procedures, policies and regulations of networks connected to the Services.
2. Non-Interference. You will not interfere with or disrupt (a) the use and enjoyment of the Services by other users; or (b) the Services or servers or networks connected to the Services (including, without limitation, any attempt to gain unauthorized access to other computer systems or networks connected to the Services).
3. Resale of the Service. You will not resell the Services or the use of or access to the Services.
4. Terms and Conditions of Use Policy. You will abide by the current FLO "Terms and Conditions Of Use" policy set forth on the FLO Web site at www.flohq.com.

IV. FLO PROPRIETARY RIGHTS

FLO web site: Portal content. All content, including but not limited to text, software, music, sound, photographs, graphics, video, or other content contained in, displayed, or by ILAP's FLO website or other third party advertisements or information presented or displayed to you at ILAP's FLO website when you access the FLO Services at the URL: http://www.flohq.com , may be protected by intellectual property or other proprietary rights and laws. You are authorized by ILAP or its advertisers to access and display on one CPU the content accessible at ILAP's FLO website from one CPU connected to a computer network, or to the Internet. You are not permitted to reproduce, or to communicate to third parties the FLO Services or content accessible at ILAP���s FLO website.

FLO web site: Service functions. The method, system, steps, or functions carried out when you access and use the FLO Service is the proprietary intellectual property of ILAP. ILAP makes no warranty or representation that the project management method, system, steps, or functions carried out when you access and use the FLO Service will not infringe the rights of third parties. You are permitted to use the method, system, steps, or functions carried out when you access and use the FLO Service only as authorized by this Agreement.

V. YOUR ACCESS TO VENDORS; THIRD PARTY LINKS; ACCOUNT ACCESS

1. FLO web site: The FLO Web site is intended to act solely as a portal to access the FLO Services. The FLO Web site not intended to act as a portal to third party content, services, or functions accessible by mean of the World Wide Web, or the Internet. ILAP is not responsible in any way for, and does not warrant the availability or performance of any links or access which you may choose to make to third party Web sites or Internet resources, and which may be accessed through the FLO Web site. In addition, ILAP does not endorse or purport to authorize your access or use of, and is not responsible for any content, advertising, goods, services, functions, or other materials accessed by you by means of your access to the FLO Web site. ILAP will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, advertising, goods or services, or other materials on or available from such Web sites or resources.
2. Infringement Policy. If you believe that any link, content, service, or function accessible through your authorized use of the FLO Services infringes upon any copyright, patent or other right that you own or control, or that your use of the FLO Services may subject you to a claim for infringement, you may file a notification of such claim or potential claim with ILAP���s Designated Agent. Please refer to the "Copyright Policy" and "Notice and Procedure for Notifying Designated Agent of Claims of Infringement" set forth on the FLO Web site at www.ilap.com/aup.shtml.

VI. YOUR PRIVACY

Collection of Personal Information: FLO Services. In the course of providing the FLO Services ILAP collects information, which is identifiable with you ("Personal Information"). The Personal Information which ILAP collects arises from the scope of the FLO Services describes in Article I (a) of this Agreement and consists of, but is not limited to, projects, contacts, staff and client names and addresses, usernames, passwords, email addresses, and any other information you may provide.

Use. ILAP uses this Personal Information to provided the Services.

Retention. ILAP retains Personal Information until you cancel your account.

Disclosure. ILAP does not disclose, share or sell any personally identifiable information collected online with other companies or organizations. In the future, should ILAP decide to disclose its customers' Personal Information or online transactional data with third parties, it will, in advance, provide notification and the opportunity for its users to indicate whether they would prefer that ILAP not provide their Personal Information to third parties. Please refer to the current FLO Privacy Statement for information regarding how FLO uses and collects information set forth on the FLO Web site at www.flohq.com/privacy.shtml.

Knowledge and Consent. By entering into this Agreement and using the Services you acknowledge that the collection and use of your Personal Information is appropriate in the circumstances, and consent to the collection and use of your Personal Information. This consent does not include the disclosure of your Personal Information unless otherwise agreed to by you.

Collection and use of other Personal Information and information of a commercial character. ILAP may ask you for some personally identifiable information about you when you are at our web sites, such as your name, telephone number or email address. We use this information to help maintain accurate accounts and records of our transactions with you, provide the Service(s) you've requested, answer your inquiries, your compliance with your responsibilities in Article III of this Agreement and ILAP���s Acceptable Use Policy, and market services and products to you. ILAP may also include information about your visit to our web sites in aggregated data that does not identify you specifically, in order to make our site more useful to you. ILAP retains commercial information for a reasonable period of time in accordance with generally accepted accounting or marketing practices. By entering into this Agreement and using the Services you acknowledge that the collection and use of such information of a commercial character is appropriate in the circumstances, and consent to the collection and use of such commercial and marketing information pertaining to or arising from your commercial transactions and online interactions with ILAP.

Disclosure Without Knowledge or Consent. There are circumstances in which ILAP may disclose your Personal Information without your knowledge or consent, for example, if compelled to do so by the lawful exercise of a search warrant.

VII. TERMINATION

1. By ILAP. ILAP may terminate this Agreement or any part of the Services at any time in the event you breach any obligation hereunder, fail to respond within ten (10) calendar days to an inquiry from ILAP concerning the accuracy or completeness of the information referred to in Article II of this Agreement, or if ILAP determines in its sole discretion that you have violated this Agreement. [Please refer to the current version of the FLO Acceptable Use Policy set forth on the FLO Web site at http://www.flohq.com.] All fees paid by client will be reimbursed upon termination of the agreement.
2. By Notice Prior to End of Term. Either party may terminate this Agreement by giving thirty (30) days' written notice prior to the conclusion of the Term. In this case, the termination will take effect at the conclusion of the Term. In order for your termination to be effective, you must provide notice via FLO���s contact form (www.flohq.com/contact) to ILAP Customer Support. ILAP will cease invoicing your account, if applicable, upon the effective date of the termination.
3. Effect of Termination. You will not receive any refund for payments already made by you as of the date of termination. If termination of this Agreement is due to your breach hereunder, you will bear all costs of such termination, including any reasonable costs ILAP incurs in closing your account. You will pay any and all costs incurred by ILAP in enforcing your compliance with this Article. Upon termination, you shall destroy any copy of the materials licensed to you hereunder and referenced herein. Upon termination for any reason or upon your failure to continue past the Trial Period, regardless of whether a subsequent termination occurs, ILAP may delete all or part of the information related to you on the Services.

VIII. INDEMNITY

You will release, indemnify, defend and hold harmless ILAP, and any of its contractors, agents, employees, officers, directors, shareholders, affiliates and assigns from all liabilities, claims, damages, costs and expenses, including reasonable attorneys' fees and expenses, of third parties relating to or arising out of (1) this Agreement or the breach of your warranties, representations and obligations under this Agreement, (2) the Services or your use of such Services, (3) any intellectual property or other proprietary right of any person or entity, (4) your violation of any of the provisions of this Agreement, or (5) any information or data you supplied to ILAP, including, without limitation, any misrepresentation in your Registration Data, if applicable. The terms of this Article will survive any termination or cancellation of this Agreement.

IX. DISCLAIMER OF WARRANTIES

1. YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. ILAP EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT WITH RESPECT TO THE SERVICES, ANY RESULTS OBTAINED THROUGH THE SERVICES AND ANY GOODS OR SERVICES OBTAINED ON OR THROUGH THE SERVICES.
2. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, ILAP MAKES NO WARRANTY:

1. THAT THE SERVICE WILL MEET YOUR REQUIREMENTS, BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE;
2. AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES OR AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE SERVICES OR THAT DEFECTS IN THE SERVICES WILL BE CORRECTED;
3. REGARDING ANY GOODS OR SERVICES PURCHASED OR OBTAINED THROUGH OR FROM THE SERVICES OR ANY TRANSACTIONS ENTERED INTO THROUGH SERVICES;
4. REGARDING ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF OR FROM THE SERVICES (DOWNLOADING OR ACCESS IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL AND/OR DATA); OR
5. THAT THE SERVICES WILL NOT CAUSE YOUR PROJECTS TO BE DELAYED OR INADVERTENTLY LOST.
6. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM ILAP OR THROUGH OR FROM THE SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN.
7. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU

X. LIMITATION OF LIABILITY

1. ILAP���S ENTIRE LIABILITY, AND YOUR EXCLUSIVE REMEDY, IN LAW, IN EQUITY, OR OTHERWISE, WITH RESPECT TO ANY SERVICES PROVIDED UNDER THIS AGREEMENT AND/OR FOR ANY BREACH OF THIS AGREEMENT IS SOLELY LIMITED TO THE AMOUNT YOU PAID DURING THE TERM.
2. ILAP WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH THIS AGREEMENT OR THE SERVICES IN ANY MANNER, INCLUDING LIABILITIES RESULTING FROM (1) THE USE OR THE INABILITY TO USE THE SERVICES; (2) THE COST OF PROCURING SUBSTITUTE GOODS AND SERVICES; (3) ANY GOODS OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICES; OR (4) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA THROUGH THE SERVICES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, USE, DATA OR OTHER INTANGIBLE, EVEN IF ILAP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
3. ILAP WILL NOT BE LIABLE FOR ANY DAMAGES ARISING FROM INTERRUPTION, SUSPENSION OR TERMINATION OF THE SERVICES, INCLUDING, BUT NOT LIMITED TO, DIRECT, INDIRECT, INCIDENTAL, SPECIAL CONSEQUENTIAL OR EXEMPLARY DAMAGES, WHETHER SUCH INTERRUPTION, SUSPENSION OR TERMINATION WAS JUSTIFIED OR NOT, NEGLIGENT OR INTENTIONAL, INADVERTENT OR ADVERTENT.
4. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

XI. NOTICES AND ANNOUNCEMENTS

All notices must be sent either in writing (including email, but only to the extent expressly provided herein). All written notices to ILAP shall be delivered to ILAP, Attention: Legal, 210 Sheppard Avenue East, Toronto, Ontario M2N 3A9. All notices to you will be delivered to your mailing address or email address as provided in your account information (as updated by you pursuant to this Agreement). ILAP may also provide notices of changes to this Agreement or any other matter by displaying notices to you generally on the FLO Web site. Either of us may change ILAP���s respective address by written notice delivered to the other party. All notices delivered in writing hereunder must be sent by either overnight courier or certified mail, return receipt requested.

XII. AGREEMENT TO BE BOUND

By applying for the Services through FLO's online registration process or otherwise, or by using the Services, you acknowledge that you have read and agree to be bound by all terms and conditions of this Agreement and documents incorporated by reference.

XIII. GENERAL

1. Entire Agreement. This Agreement comprises the entire agreement among you and ILAP and supersedes any prior agreements pertaining to the subject matter contained herein.
2. Effect of Waiver. The failure of ILAP to exercise or enforce any right or provision of this Agreement will not constitute a waiver of such right or provision. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of this Agreement remain in full force and effect.
3. Governing Law and Jurisdiction. This Agreement will be governed by the laws of the Province of Ontario, Canada without regard to its conflict of law principles to the contrary. Neither party will commence or prosecute any suit, proceeding or claim to enforce the provisions of this Agreement, to recover damages for breach of or default under this Agreement, or otherwise arising under or by reason of this Agreement, other than in the Province of Ontario. Each party hereby irrevocably consents to the jurisdiction and venue of such courts in connection with any action, suit, proceeding or claim arising under or by reason of this Agreement. Each party hereby waives any rights to trial by jury claim arising out of this Agreement and any related documents.
4. Statute of Limitation. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Services or this Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred.
5. Heading. The section headings and titles in this Agreement are for convenience only and have no legal or contractual effect.
6. Force Majeure. Neither party will be deemed in default hereunder, nor will it hold the other party responsible for, any cessation, interruption or delay in the performance of its obligations hereunder due to earthquake, flood, fire, storm, natural disaster, act of God, war, terrorism, armed conflict, labor strike, lockout, or boycott, provided that the party relying upon this section (i) will give the other party written notice thereof promptly and, in any event, within five (5) days of discovery thereof and (ii) will take all steps reasonably necessary under the circumstances to mitigate the effects of the force majeure event upon which such notice is based; provided further, that in the event a force majeure event described in this paragraph extends for a period in excess of thirty (30) days in the aggregate, ILAP may immediately terminate this Agreement.
7. Survival. In the event this Agreement terminates as provided herein, Articles I, II, III, IV, VII, VIII, IX, X, XII and XIII of this Agreement will survive such expiration or termination.

I HAVE READ AND UNDERSTAND THE FOREGOING AGREEMENT AND AGREE TO BE BOUND BY ALL OF ITS TERMS AND CONDITIONS.