Monitoring Device Sales & Subscription Service Agreement

Terms and Conditions

1. These terms and conditions (the “ Terms and Conditions ”) form part of all sales agreements between Toku Systems Inc. or any affiliates (“ TOKU ”) or any agents, licensees or representatives and a customer, and are deemed to attach to and form part of all purchase orders, sales orders or sales confirmations (collectively the “ Sales Agreement ”). The acceptance of Equipment or Services by a customer (hereafter the “ Customer ”) shall indicate acceptance of these Terms and Conditions by the Customer and shall create a binding Sales Agreement between the Customer and TOKU, which shall take precedence over any other terms or conditions in the Customer’s purchase order, invoice or any other purchase documentation. All users authorized by a Customer shall be bound by these Terms and Conditions and the Customer shall make all users aware of the Terms and Conditions. 2. The word “ Service(s) ” used in these Terms and Conditions means all the services being provided to the Customer by TOKU, including TOKU Illumass System subscription data services, platform, software, engineering or other services that are provided to the Customer or delivered with the Equipment, and the word “ Equipment ” used in these Terms and Conditions means any monitoring devices, equipment, materials or supplies purchased by the Customer; both as described on a purchase order, sales order or sales confirmation issued between the Customer and TOKU.

RATES & CHARGES

3. The Customer agrees to pay all invoices for the purchase of Equipment or Services as described on TOKU sales orders within 30 days of the date of invoice unless otherwise specified in the invoice. Overdue amounts may be charged interest at the rate of 18% per annum. 4. TOKU may invoice the Customer up to one year from the date the charge was incurred. 5. If at any time it is necessary to suspend Services due to non-payment there may be additional charges to reinitiate some or all of the Services. 6. The Service rates and charges are for the Equipment at the location specified on the sales order. Should the Customer change the location of the Equipment, TOKU must be notified and there may be additional charges and rates may change.

INSTALLATION OF EQUIPMENT

7. The Customer is responsible for the proper installation of the Equipment according to its intended purpose and specifications.

DATA SERVICES

8. Subject to the Terms and Conditions herein, the Customer and its authorized users shall have access through the TOKU Illumass System website or various applications, 24 hours a day, 7 days a week, to all data and services for which the Customer has subscribed and paid. The Customer is responsible for the initiation and accuracy of all alarm settings and all other Customer information inputted in the Software. Customer is responsible for the security and management of all its users that access the TOKU Illumass System and applications, including management and security of passwords.

CONFIDENTIALITY OF CUSTOMER INFORMATION

9. Unless the Customer consents or disclosure is required by law, all Customer information, including all personal or private information, maintained by TOKU is considered as confidential and will not be released to anyone other than the Customer or its approved agents or representatives.

AGGREGATE/ANONYMOUS DATA

10. “ Aggregate/Anonymous Data” means information generated by aggregating Customer data, including information about the performance of any Equipment, with other data so that results are not capable of being identified with Customer or any customer or their assets. 11. Customer agrees that TOKU will have the right to generate information from Aggregate/Anonymous Data and may use the results for any business purposes, including development or improvement of TOKU products or services. TOKU will only disclose Aggregate/Anonymous Data in an anonymous form that does not identify a Customer, any authorized users or their assets.

SECURITY AND RETENTION OF CUSTOMER DATA

12. For the protection of Customer information, data and communications over the TOKU Illumass System, TOKU utilizes industry standard techniques to achieve secured data delivery, storage and presentation. All web transactions are secured with standard encryption in order to ensure that all commercially reasonable efforts are undertaken to protect proprietary data from being compromised and is only made available to the rightful owner or their designates. 13. Data collected by the TOKU Illumass System is retained by the system and accessible to Customers for 12 months. It is expected that the Customer maintains regular data backups or redundant information archives.

TECHNICAL SUPPORT

14. Technical support provided by TOKU will be charged to the Customer at TOKU’s standard rates. This charge will not apply where: a) the Customer has a problem with the Equipment that is under warranty pursuant to the warranty conditions specified herein; b) the Customer has a problem with the communication or Software Services and it is determined that the problem is caused by a failure or a

malfunction of Equipment or operations within the control of TOKU.

SHIPPING AND TITLE

15. Equipment shall be shipped FOB TOKU’s manufacturing or distribution facilities and the Customer is responsible for all shipping costs. Title passes to the Customer at the time the Equipment leaves TOKU’s manufacturing or distribution facilities. TOKU shall be responsible for loss or damage to the Equipment while in its control. Customer shall be responsible for loss or damage to the Equipment once it has taken possession of Equipment.

RESALE

16. The Customer represents and warrants that the Equipment is for its own use within Canada and not for resale.

SOFTWARE LICENSE AND PROTECTION OF IP

17. TOKU grants to the Customer and the Customer accepts a non-transferable and non-exclusive license to use on or with the Equipment, any software products delivered to the Customer with the Equipment, or subsequently supplied to the Customer (“ Software ”). The Customer is not granted any rights to Software or Equipment intellectual property or any other TOKU intellectual property except what is specifically granted to the Customer herein. The Customer will not misuse, alter or modify the Equipment or Software and will not reverse engineer, disassemble, reproduce, copy, disclose or otherwise make available the Equipment or Software in whole or in part to any person without the prior written consent of TOKU.

DEFAULT

18. The occurrence or happening of any one or more of the following events shall constitute an event of default: (i) failure by a Customer to pay any amounts payable under a Sales Agreement within 15 days of the due date; (ii) failure by the Customer to perform or observe any covenant, condition or term of a Sales Agreement and such failure continuing for a period of 20 days after receiving notice of default; (i ii) if the Customer becomes insolvent or bankrupt or makes an assignment for the benefit of creditors or consents to the appointment of a receiver or a receiver is appointed for the Customer; (iv) if bankruptcy, reorganization or insolvency proceedings are instituted against the Customer.

TERMINATION

19. Upon the happening of an event of default TOKU may suspend the Services or terminate a Sales Agreement at any time, without notice or liability. Subject to the specific terms of any sales order, the Customer may terminate the Services upon 90 days’ notice to TOKU and in the event of early termination by the Customer, early termination charges and restocking charges will apply.

EARLY TERMINATION

20. A Sales Agreement cannot be terminated during the term set forth on the sales order except as expressly provided herein. If a Sales Agreement or the Services are terminated before the end of the term, the Customer must pay a termination charge as well as any other amounts due at the date of termination. The termination charge is equal to the amount of charges for Services for a period of 90 days or to the end of the term, whichever is less, and is in addition to any other Service charges due to the date of termination.

RESTOCKING CHARGE AND COST RECOVERY

21. In addition to any charges referred to in clause 20 above, the Customer shall pay to TOKU a restocking charge of 20% of the original value of the Equipment for any cancellation of an order prior to delivery. In addition, the Customer shall pay to TOKU all costs and expenses for project management or engineering costs already incurred in relation to the cancelled order.

LIMIT OF LIABILITY

22. TOKU does not accept liability beyond the remedies set out in the Terms and Conditions and except for any warranty provisions herein TOKU WILL NOT BE LIABLE FOR ANY DAMAGES (GENERAL, SPECIAL, CONSEQUENTIAL OR OTHERWISE), EXPENSES, LOSS OF PROFITS, LOSS OF EARNINGS, LOSS OF BUSINESS OPPORTUNITIES, LOSS OF DATA, OR OTHER LOSS ARISING DIRECTLY OR INDIRECTLY OUT OF OR IN CONNECTION WITH THIS SALES AGREEMENT OR THE PROVISION, USE OR FAILURE OF THE SERVICES OR OTHER EQUIPMENT USED WITH THE SERVICES, WHETHER NEGLIGENT OR OTHERWISE, and which would otherwise give rise to a cause of action in contract, tort, or any other doctrine of law, including (but not limited to) those arising from: errors, delays, interruptions or omissions in the transmission of material or messages or data over or through TOKU’s network, the networks of other companies or the internet, or failure of the Software, Services or applications. In no event shall TOKU be liable for any amount in excess of the amount paid by the Customer to TOKU for the specific Equipment or Services reflected in any one invoice that may give rise to a claim.

WARRANTY OF PROPRIETARY EQUIPMENT

23. TOKU warrants the Equipment that is proprietary to TOKU, against defects in material and workmanship for a period of one year from the date of shipping from TOKU or an authorized TOKU agent or distributor. This warranty applies only to the original purchaser of the Equipment and is not transferable. This warranty covers only defects arising under normal use and does not cover malfunctions or failures resulting from abnormal wear and usage, abuse, misuse, inadequate preventative maintenance, unsuitable environmental conditions, problems with electrical power, negligence, non-authorized modifications, or installation of

non-authorized parts without prior knowledge and written permission from TOKU. This warranty does not extend to damage to the Equipment resulting from improper installation or operation, accident, or misapplication, nor as a result of service to the product by anyone other than TOKU or an authorized agent. This warranty does not extend to wear or damage of wetted parts. Warranty claims require the return of the product to TOKU within the warranty period. Upon inspection by TOKU, any parts found to be defective in material or workmanship will be repaired or replaced by TOKU, at its sole option, without charge for parts or labor. Round trip transportation of Equipment for warranty claims to TOKU repair facility is at the expense of the Customer. TOKU SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS, DAMAGE, OR EXPENSE DIRECTLY OR INDIRECTLY ARISING FROM THE CUSTOMER'S USE OF OR INABILITY TO USE THIS EQUIPMENT, SOFTWARE OR SERVICES, EITHER SEPARATELY OR IN COMBINATION WITH OTHER EQUIPMENT, SOFTWARE OR SERVICE. TOKU DISCLAIMS ANY IMPLIED WARRANTIES AND CONDITIONS, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, OR THOSE ARISING BY LAW, STATUTE, USAGE OF TRADE OR COURSE OF DEALING. TOKU MAKES NO REPRESENTATION WITH RESPECT TO THE ADEQUACY OF THE EQUIPMENT, SERVICES OR DELIVERABLES FOR ANY PARTICULAR PURPOSE OR WITH RESPECT TO ITS ADEQUACY TO PRODUCE ANY PARTICULAR RESULT. TOKU reserves the right to make changes to this warranty without notice and to make changes in design or additions to or improvements in the Equipment or any accessory items without obligation to make such changes or to install such additions or improvements in any Equipment manufactured prior to the introduction of such changes. TOKU makes no warranties, express or implied, verbal or otherwise, other than as expressly provided in the above warranty.

WARRANTY OF OEM EQUIPMENT

24. Any Equipment that is manufactured by or any Services that are provided by any third party and provided by TOKU acting as the manufacturer’s distributor or reseller to the Customer shall be subject to that manufacturer’s standard warranty. The Customer agrees that TOKU shall have no liability for correcting any defect in the materials and workmanship in any re-sale portion of the Equipment or Services provided by a third party and that TOKU’s only obligation is to make reasonable commercial efforts to assist the Customer in making a warranty claim against the manufacturer’s or the service provider’s standard warranty.

LIMITATIONS OF THE SERVICE AND EQUIPMENT

25. TOKU does not guarantee error-free or uninterrupted Services or receipt of material or messages or data transmitted over or through TOKU’s network or the networks of other companies or the internet, and TOKU makes no representations as to coverage or quality of Service. The Services may fail or be interrupted for reasons including, but not limited to, environmental conditions, technical limitations, defects or failures, limitations of the systems of telecommunications companies or other causes beyond TOKU’s control.

USE OF THE SERVICES

26. The Customer must not: (i ) use the Services in violation of any applicable law or any service rules adopted by TOKU from time to time, (ii ) resell the Services to any other person, or (iii) change or tamper with the signal, identification or transmission function or component of any Equipment used with the Service (or permit any person to do so). The Customer shall inform TOKU in the event it learns of any unauthorized use. The Customer does not own or have any property rights in any IP address or other identification assigned to the Customer and TOKU may change any identification numbers or names.

CONFLICT OF INTEREST AND PROHIBITED COMPENSATION

27. No officer, employee or agent of either party shall pay or provide any commission, fee, rebate or gift or provide any entertainment of significant cost or value to any officer, employee or agent of the other party, nor shall either party enter into any business arrangement with any officer, employee or agent of the other party other than as a representative of such other party. Either party may, on notice to the other party, have an audit conducted of any and all records and accounts of the other party relating to a Sales Agreement, for the sole purpose of determining whether there has been compliance with this clause.

FORCE MAJEURE

28. TOKU shall not be liable for any delay or failure in performance caused by circumstances beyond its reasonable control.

ENTIRE AGREEMENT

29. These Terms and Conditions and a Sales Agreement contains the whole of the agreement between the parties and there are no collateral agreements or conditions not specifically set forth herein.

ARBITRATION

30. The parties shall attempt in good faith to resolve any dispute. Each party will designate an officer with the responsibility and the authority to resolve any dispute. These officers shall meet within fifteen (15) days after a request by one of the parties to identify the scope of the dispute and the information needed to discuss and attempt to resolve such dispute. These officers shall then gather relevant information regarding the dispute and shall meet to discuss the issues and to negotiate in good faith to

resolve the issue. In the event that the parties are unable to resolve the dispute within thirty (30) days after the specific meeting of the designated officers as specified above (or such longer time as the parties agree), then the dispute shall be resolved by binding arbitration under the terms of this Section. Such arbitration shall be conducted in the Province of Alberta, in accordance with the rules then in effect of the Arbitration & Mediation Institute of Ontario by one (1) arbitrator appointed in accordance with such rules. The award rendered by the arbitrator shall be final and binding, and the judgment may be entered upon it in any court having jurisdiction thereof. Notwithstanding the foregoing, the parties may apply to any court of competent jurisdiction for a temporary restraining order, preliminary injunction, or other interim or conservatory relief, as necessary, without breach of this arbitration agreement and without any abridgement of the powers of the arbitrator.

GENERAL

31. These Terms and Conditions and a Sales Agreement shall be governed by the laws of the Province of Alberta. The Customer cannot assign a Sales Agreement without prior written consent of TOKU. TOKU may assign any Sales Agreement at its sole discretion. If any part of a sales Agreement is void, prohibited or unenforceable, the Sales Agreement shall be construed as if such part had never been part of the agreement. A Sales Agreement shall enure to the benefit of and bind the successors, assigns and personal representatives of the Customer and TOKU.