Exhibit 10.12
[MidNet LOGO]
LOCATION ORDER FORM (CANADA)
MidNet (Canada), Inc.
000 - 0000 Xxxx Xxxxxxxx Xx. Xxxxxxxxx XX X0X 0X0
Phone 000.000.0000 Fax 000.000.0000
THIS AGREEMENT, WHICH INCLUDES AND INCORPORATES BY REFERENCE THE TERMS AND
CONDITIONS OF SERVICE ATTACHED HERETO (WHICH ARE SUBJECT TO CHANGE AT ANY TIME
WITHOUT PRIOR WRITTEN NOTICE, AT MIDNET'S SOLE DISCRETION), SETS FORTH THE TERMS
AND CONDITIONS UNDER WHICH THE PARTIES AGREE THAT MIDNET WILL PROVIDE CERTAIN
SERVICES TO CUSTOMER ACCORDING TO THE SPECIFICATIONS OUTLINED BELOW.
By signing the Location Order Form and/or using the Service, Customer accepts
the terms and conditions of this Agreement and agrees to pay MidNet for said
Service. Upon MidNet's acceptance of the order, MidNet installs or activates a
Network End Point and delivers to Customer a Service Activation Notice, thus
commencing the Acceptance Period that leads to the Service Activation Date,
which shall be the beginning of the Service Term. Orders based on the Location
Order Form are not binding upon MidNet until accepted by MidNet. MidNet may
invoice parts of an order separately. MidNet bills in advance for Service to be
provided during the upcoming month, except for charges which are dependent upon
usage of Service, which are billed in arrears. MidNet reserves the right to
examine the credit record of Customer and to require a security deposit as a
precondition to delivering or continuing the Service.
STARTING ON THE SERVICE ACTIVATION DATE, CUSTOMER IS RESPONSIBLE FOR ALL CHARGES
ATTRIBUTABLE TO CUSTOMER INCURRED FOR SERVICE ORIGINATING FROM OR TERMINATING AT
THIS NETWORK END POINT, EVEN IF SUCH CHARGES INCURRED ARE THE RESULT OF ERROR,
OMISSION, OR FRAUDULENT OR UNAUTHORIZED USE OF SERVICE. Charges for Service will
be applied to the account identified by Customer on the Location Order Form or
during the connection setup. If Customer applies charges for Service to an
account of another MidNet customer (including but not limited to the recipient
of a file, the originating or terminating end of a connection, a third-party
service provider, or a project account) and the owner of that account disputes
these charges and/or refuses to pay these charges to MidNet, MidNet reserves the
right to invoice Customer for any such charges incurred for Service according to
the rate card in effect at the time the Service was performed, plus interest on
all amounts past due at the interest rate listed in the Terms and Conditions.
THIS AGREEMENT AND ANY SALES THEREUNDER SHALL BE DEEMED TO HAVE BEEN MADE IN THE
PROVINCE OF BRITISH COLUMBIA AND SHALL BE CONSTRUED AND INTERPRETED ACCORDING TO
THE LAWS OF THE PROVINCE OF BRITISH COLUMBIA AND THE APPLICABLE LAWS OF CANADA.
THE PARTIES HEREBY AGREE TO THE NON-EXCLUSIVE JURISDICTION OF THE COURTS OF THE
PROVINCE OF BRITISH COLUMBIA.
Customer Information: Account Information: Acct # To be Assigned
(*) New Account
Legal Name: NORTHWEST COMMUNICATIONS LTD. ( ) Existing Account
DBA: Northwest Imaging & FX
Address 1: 3rd Floor Billing Contact Information:
Address 2: 0000 Xxxxxxx Xxx
Xxxx: Xxxxxxx Name: Xxxx Xxxxx
Province: BC Title: Vice President, General Manager
Postal Code: V5G 4W8 Phone: 000.000.0000
Phone: 000.000.0000 Fax: 000.000.0000
Fax: 000.000.0000 Email: xxxx@xxxx.xxx
Network End Point Information: Specify Floor and Suite: 3rd Floor - NWFX Server Rm.
(*) Same as Customer address
Type: These premises are:
(*) Customer premises
( ) MidNet co-location facility ( ) owned by Customer, or
(*) leased or rented until: Sept. 30, 2006
Name: as above
Address 1: " " If building or space is rented or leased :
Address 2: " "
City: " " (*) A) Customer agrees to obtain
Province: " " written permission from landlord to
Postal Code: " " access and use building entrance
Phone: " " and riser facilities for installing
Fax: " " telecommunications circuits and
equipment, or;
( ) B) Customer authorizes MidNet to
obtain such permission from
landlord on behalf of Customer.
Site Contact For Installation: Other Service Location Information:
Name: Xxxx Xxxxxxxxx --------------------------------------------
Title: --------------------------------------------
Phone: 000.000.0000 --------------------------------------------
Fax: 000.000.0000 --------------------------------------------
Email: --------------------------------------------
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SERVICE INFORMATION (VERIFICATION PHASE ONLY):
1. THE MIDDLE NETWORK(SM) COMMUNITY - Verification Phase, Vancouver Motion
Picture Industry
Customer desires to connect to the prospective subscriber(s) indicated
below:
(*)The Bridge Studios ( )Pinewood - Downtown (*)Xxxxxx Sound
(*)Lions Gate Studios ( )Pinewood - Lions Gate ( )Technicolor - Lab
(*)MGM Worldwide TV ( )Post Modern Sound ( )Technicolor - Post / FX
( )Northwest Imaging & FX ( )Rainmaker Digital Pictures (*)Vancouver Film Studios
2. SERVICE TERM: SEPTEMBER 1, 2004 - NOVEMBER 30, 2004
The Service Term is: (*) A) Fixed and terminates at the end of the
Service Term, or;
( ) B) Automatically renews unless
terminated by either party giving
written notice ninety (90) days prior
to the ending of the Service Term then
in effect.
3. THE MIDDLE NETWORKSM INSTALLATION & CONFIGURATION CHARGES US $0.00
4. THE MIDDLE NETWORKSM SUBSCRIPTION FEE - Verification Phase
Subscription fees during the verification phase range from US $500.00 per
month to US $3,000.00 per month for a minimum of three (3) months.
Following the development phase, Customer will be credited an amount equal
to twice the value of subscription fees paid during the development phase,
applicable towards future charges for Service.
Example-Subscription Fee: US $1,500.00 per month x 3 months = US $4,500.00
Customer Credit: US $4,500.00 x 2 = US $9,000.00 US $500.00 per mo.
5. THE MIDDLE NETWORKSM USAGE FEES - Verification Phase
Maximum Data Traffic Volume - Ten (10) Terabytes per month. US $0.00 per mo.
6. FEES AND CHARGES BEYOND THE VERIFICATION PHASE
Actual data traffic activity and consultation during the verification phase
will be used to establish the subscription fee, charges for Service, and
monthly minimum commitments, beyond the verification phase.
Underutilization charges and termination charges may apply pursuant to the
Terms and Conditions of this Agreement.
7. TAXES AND EXCHANGE RATES
Fees and charges will be calculated in US Dollars per MidNet's prevailing
rate card. Invoice amounts will be converted to Canadian Dollars utilizing
the Bank of Canada's published closing rate for the previous business day.
Fees and charges do not include applicable taxes. Any applicable taxes will
be calculated on the Canadian Dollar amount.
Customer Signature: Accepted by MidNet (Canada), Inc.:
I have read and I understand this
Agreement, I agree to its Terms
and Conditions, and I am
authorized to bind Customer.
Name: Xxxx Xxxxx Name: Xxxx Xxxx
Title: Vice President, General Manager Title: Chief Operating Officer
/s/ Xxxx Xxxxx /s/ Xxxx Xxxx
--------------------------- -----------------------
Signature Signature
Dated for reference: Sept. 8, 2004 Dated for reference: Sept. 8, 2004
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