VoIP Service Agreement

9226-9380 Quebec Inc. DBA “Telico”, and the customer (“Customer”) hereby agree to the following terms and conditions with respect to the delivery of VoIP services by Telico to Customer which are identified and/or described in the Schedule attached hereto to form an integral part hereof (the “Services”).

Definitions

1. This Agreement may be changed and updated from time to time by Telico. Telico will post an updated version on its website available at http://www.telico.ca/terms-of-service. Your continued use of the Services thereafter will be deemed acceptance by You of such changes. Please keep checking our web site for the latest version.”Laws”, means any legislation, regulation, rule, governmental order and decision (including those of the CRTC).”Parties” means You and Telico, and “Party” means either one of us, including Your and Telico’ officers, directors, employees and agents.”Services” means the Services purchased by you as set out in this Agreement and as may be set out in the Schedules attached to this Agreement at any time.”Schedules” means all Schedules attached to this Agreement and any additional Schedule(s) executed from time to time by the Parties.”Term” means the initial period of the Agreement as set out in this Agreement and any renewal term.

Services

2. By this Agreement, You agree to subscribe for the Services, and Telico agrees to provide the Services to You subject to the terms and conditions in this Agreement. You may subscribe for additional Services from time to time, in accordance with the terms of this Agreement.
3. You may use the Services and Equipment (as that term is defined below) for Your lawful business purposes only. You will at all times use the Services and Equipment in compliance with this Agreement and all applicable Laws and Telico’s AUP.

Term and Termination/Suspension

4. This Agreement becomes binding on You when signed and the Term for a Service will commence on the date that the Service is activated as determined by Telico’s records.
5. At the completion of the initial Term, this Agreement will automatically renew for the successive Term(s) unless, and until terminated earlier in accordance with this Agreement.
6. This Agreement may be:
a. terminated by either Party without it incurring liability where the other Party commits a material breach of any provision in this Agreement and fails to cure it within thirty (30) days after receipt of written notice of the breach;
b. terminated by either Party effective the end of the then current Term of the Agreement by the terminating Party giving the other Party at least sixty (60) days written notice before the end of the then current Term; or
c. suspended or terminated by Telico without it incurring any liability whatsoever:
i. immediately upon Your filing of a bankruptcy petition or similar proceeding under the law of any jurisdiction, or upon You becoming insolvent or making any assignment for the benefit of creditors, or upon the dissolution, liquidation, or appointment of a receiver of Your property or where any Law prohibits Telico from providing Services;
ii. upon thirty (30) days written notice if you behave in a way that is threatening, harassing, abusive or unreasonable to Telico, its employees and/or agents;
iii. upon providing You forty-eight (48) hours notice where possible, where You use or are reasonably suspected by Telico of using the Services in a fraudulent or illegal manner, or You fail to meet Telico’ credit requirements; or
iv. upon providing You with ten (10) days prior written notice, where You fail to make payment in full of all undisputed portions of Your invoice as set forth in Section 5.
7. You acknowledge and agree that termination or suspension of the Services provided under this Agreement for any reason whatsoever does not eliminate Your responsibility to pay all fees and other amounts owed to Telico up to the date of termination or suspension without any deduction or right of set off whatsoever.
8. f You terminate this Agreement other than in accordance with the terms of this Agreement, You will be required to pay to Telico as liquidated damages, and not as a penalty, an amount which is equal to: (a) fifty percent (50%) of the average monthly usage (where applicable); plus (b) fifty percent (50%) of the monthly recurring charge for each of the Services, multiplied by the number of months remaining in the then current Term. In addition, You will be responsible for any other charges that Telico, acting reasonably, is liable to incur for the remainder of the then current Term, including without limitation, installation charges, removal costs and rental costs, and You will forfeit a refund of any prepayment made for Services.

Rates and Charges

9. You are responsible for all charges for all Services and You agree to pay the rates and charges for all Services as set out in this Agreement, including system access fee(s), monthly service charges, any restoral fees, airtime, data transfer fees, long distance fees and any other charges incurred in using Your Services, regardless of who used the Services. You are solely responsible in the event of charges arising from fraudulent use of Your equipment by a third party. See www.Telico.ca/fraud-information for information on how to protect your equipment.
10. Telico reserves the right to change rates for any and all Services upon the provision of thirty (30) days’ notice.

Billing and Payment

11. Fixed charges are billed monthly in advance and other charges are billed in the current month.
12. In addition to rates and charges, invoices will include, and You are responsible for: any and all applicable provincial and federal taxes, interest on prior overdue amounts and any administrative surcharges for returned cheques.
13. Invoiced amounts are due within thirty (30) days after the date of the invoice, without any right of deduction or setoff. Interest will accrue on all past due amounts at a rate of 3% per month (42.58% per annum on a compounded basis) or such other rate as Telico may set from time to time. An administrative surcharge will apply to returned cheques. You will be responsible for all costs incurred by Telico to collect any unpaid invoices, including legal fees.
14. Telico may request immediate payment in extreme situations, provided Telico has notified You and the abnormal risk of loss has substantially increased since that notice was given and Telico, at its sole discretion, has reasonable grounds for believing that there exists an intention to defraud Telico.
15. You must bring all invoice disputes and inquires to Telico’ attention in writing within sixty (60) days of the invoice date. Your failure to do so will be taken as acceptance of the contents of the invoice and You will have no further right to challenge any portion of the invoice.
16. Billing disputes will be handled in accordance with the Dispute Resolution section of this Agreement.
17. You may apply for and receive invoices by electronic mail (“E-bills”) (not available for all Services). If you do, you understand and acknowledge that You will no longer receive invoices for these Services by regular mail and agree that it is Your responsibility to install the necessary hardware and software and to provide Telico with all required information in order to receive E-bills. Telico may discontinue provision of E-bills on reasonable notice to You.
18. You may apply for and pay invoices by pre-authorized payment (PAP). By so doing, you authorize us to deduct all invoiced amounts from the account You designate at Your financial institution.

Credit

19. As a precondition to the provision of, or continuing provision of Services, You
a. agree to allow Telico to collect any information from you to facilitate credit inquires about You, and consent to the disclosure of such information from and to credit grantors, credit bureaus and suppliers of services as Telico deems appropriate at any time; and
b. agree to provide a security deposit and/or special payment terms and/or prepayment for Services in an amount or amounts as may be determined and required in Telico discretion from time to time for reasons including but not limited to: regularly failing to keep Your account current, defaulting on payment obligations or using Services in excess of Your current credit limit.
20. Despite any other provisions of this Agreement, Your outstanding charges for Services will not at any time whatsoever, exceed Your then current credit limit, unless You receive Telico’s prior approval.

Access to Facilities

21. You agree to provide Telico (and its agents) access to Your premises, including power and support, at Telico’ reasonable request to make such installations, service, inspections, tests and adjustments as are necessary for the provision of the Services. No co-location rights are granted in this Agreement unless such rights are set out in a separate Schedule. You agree to provide access to Your premises in order for Telico to repossess or remove any and all equipment or facilities it has provided to You for the provision of Services

VoIP Services

22. Not a Telephone Service. You acknowledge and understand that VoIP is not a telephone service. The Service connects to the Internet or a dedicated connection, which is different from a traditional telephone line. There are IMPORTANT DIFFERENCES between telephone service and VoIP Services as set out in these Terms and Conditions.
23. Limitations. 9-1-1 service associated with Your VoIP Services has certain limitations compared with traditional 9-1-1 service, which are as follows:
a. If You dial 9-1-1, You will be automatically routed to a specialized call centre that handles emergency calls. The call centre is different from the Public Safety Answering Point (PSAP) that would answer a traditional emergency call. You may be required to provide Your name, telephone number and address to the call centre operator.
b. You agree to notify Telico Canada immediately should You INTEND to change Your use of Your Service, including without limitation, should You move the location or municipal address from which You use Your Service, by logging onto http://mytbb.Telico.ca or by telephone at 1-888-501-8430 to ensure You maintain 9-1-1 service.
c. You understand and acknowledge that a) should You change Your use of Your Service without first notifying Telico Canada and/or b) should You choose to operate Your service out side of Your municipal address as registered with Telico either temporarily or permanently, 9-1-1 service will not operate properly and Your ability to access 9-1-1 service will be adversely affected
d. YOU ACKNOWLEDGE AND AGREE THAT TELICO ITS AFFILIATES, DIRECTORS, EMPLOYEES, AGENTS AND UNDERLYING CARRIERS, WILL NOT BE LIABLE FOR ANY INJURY, DEATH OR DAMAGE TO PERSONS OR PROPERTY, ARISING DIRECTLY OR INDIRECTLY OUT OF, OR RELATING TO THE 9-1-1 SERVICE AND YOU AGREE TO INDEMNIFY AND HOLD HARMLESS TELICO (AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS AND UNDERLYING CARRIERS) FOR ANY LIABILITIES, CLAIMS, DAMAGES, LOSSES AND EXPENSES, (INCLUDING REASONABLE LEGAL FEES AND EXPENSES) WHICH YOU MAY SUFFER OR INCUR, ARISING DIRECTLY OR INDIRECTLY OUT OF OR RELATING TO 9-1-1 SERVICE WITH BUSINESS VOIP SERVICES.

24. Service Outages. You acknowledge and understand that during Internet or dedicated connection service outages for any reason whatsoever, Your Service INCLUDING 9-1-1 SERVICE, will not work.
25. Loss of Service Due to Power Failure. You acknowledge and understand in the event of a power failure, Your Service, INCLUDING 9-1-1 SERVICE will not work. If there is an interruption in the power supply, 9-1-1 SERVICE, will not function until power is restored. A power failure or disruption may require You to re-set or reconfigure Equipment prior to using the Service.
26. Service Outage Due to Suspension of Your Account. You acknowledge and understand that service outages due to suspension of Your account as a result of billing issues will prevent Service, INCLUDING 9-1-1 SERVICE, from functioning
27. Operator Services Currently Not Available. Telico does not currently offer Operator Service for VoIP Services
28. Collect Calls. Collect Calls are blocked on VoIP Services
29. Long Distance. Long Distance cannot be PIC’d away from Telico Canada on VoIP Services
30. Premium 900/976 Dialing. Premium 900/976 Dialing is blocked on VoIP Services
31. Copyright. Use of any audio or video content on VoIP Service is strictly forbidden to content You are authorized to use. You acknowledge and agree to this by uploading any audio or video content and are responsible for any fees associated in obtaining and using any copyright material.
32. Termination. Telico reserves the right to terminate Your service without notice should You be found in violation of Your Agreement or the above terms for VoIP Services

Confidentiality

33. In accordance with this section and any Non-Disclosure Agreement between the Parties, each Party will hold all confidential information of the other Party and the terms of this Agreement, in strictest confidence and will not disclose such information to any third party without the prior written consent of the other Party, unless so required by Law. In addition to any other remedies a Party may have, if a Party breaches these confidentiality obligations, then the Parties agree that any further or continuing disclosure will cause irreparable harm to the non disclosing Party and the non-disclosing Party will be entitled (and the disclosing Party agrees to not defend and consent to) an injunction barring any further disclosure of such confidential information, in addition to monetary damages for such breach.
34. Notwithstanding the above, You authorize Telico to disclose information such as Your name, address and listed telephone numbers to such parties (such as underlying carriers) as is required to provide the Services, in accordance with Telico’ Privacy Policy, which may be viewed at http://www.Telico.ca/en/legal/privacypolicy.
35. You will treat all access codes and passwords (where applicable) as confidential. If You learn that such codes or passwords are stolen or lost or used in an unauthorized manner, You will immediately notify Telico (by calling 1 888 501 8430).

Indemnification

36. YOU AGREE TO INDEMNIFY, DEFEND AND HOLD HARMLESS TELICO, ITS AFFILIATES, UNDERLYING CARRIERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, LICENSORS, AND SUPPLIERS FROM AND AGAINST ANY AND ALL CLAIMS, LOSSES, EXPENSES, DAMAGES AND COSTS, INCLUDING REASONABLE LEGAL FEES, RESULTING FROM THE USE OF THE SERVICES OR FROM ANY BREACH OF THIS AGREEMENT AND ANY SCHEDULE(S) BY YOU EXCEPT AND TO THE EXTENT OF ANY NEGLIGENCE OR MISCONDUCT ON THE PART OF TELICO. THE PROVISIONS OF THIS SECTION WILL SURVIVE TERMINATION OF THIS AGREEMENT.

Disclaimer and Limitation of Liability

37. Telico provides the Services and Equipment to You on an “as is” basis and disclaims all warranties, whether express, implied or statutory, including, but not limited to, any warranties of merchantability, fitness for a particular purpose, title, quiet enjoyment, accuracy, or system integration. No warranty is made that the Services and Equipment will operate in an error free or uninterrupted manner.
38. Telico will not be responsible for any damages including actual, direct, indirect, incidental, special, consequential, punitive or reliance, or for any lost profits of any kind, even if the damages were foreseeable, arising out of the provision of the Services or in any way arising out of this Agreement. Your exclusive remedy and Telico’ liability, if any, for damages for any cause whatsoever, will be no more than the recurring charges paid by You for the affected Service for the one (1) month preceding the event alleged to have caused damages. Any legal action arising in connection with this Agreement must be brought within one (1) year after the cause of action arises. For the purpose of this section, “Telico” includes its officers, directors, employees, agents and affiliates.

Dispute Resolution

39. The Parties will first attempt to resolve any dispute arising out of or under this Agreement between two designated representatives appointed by the Parties. The Parties agree that any dispute deemed bona fide by Telico arising out of or under this Agreement, which cannot be resolved within thirty (30) days, shall be determined by an arbitration to be held in Toronto, Ontario pursuant to the provisions of the Ontario Arbitration Act, 1991. The Parties also agree that there shall be three arbitrators, one appointed by each Party and a third arbitrator (who will act as the chair of the arbitration) who will be appointed by the first two arbitrators. The Parties agree that the arbitrators’ fees and other expenses related to the holding of the arbitration shall be borne equally by the Parties. Notwithstanding this Section 12, the Parties may mutually agree to opt out of arbitration and choose instead to have any dispute arising out of or under this Agreement be determined by the Courts of the Province of Ontario as contemplated by clause 13.3 of this Agreement.
Miscellaneous

40. Entire Agreement: This Agreement constitutes the entire agreement between the Parties regarding the provision of Services, and supersedes and replaces all prior agreements and representations whether written or oral with respect to the provision of Services. In the event of conflict between the terms of a quotation and these terms and conditions the terms of the quotation shall govern.
41. Amendment: You can only amend this Agreement in writing signed by an authorized representative of Telico. This Agreement can only be amended by a signatory authorized by Telico and not by any Telico sales representatives, agents or employees.
42. Jurisdiction: This Agreement will be governed by the laws of Ontario and the applicable laws of Canada and the Parties agree to be subject to the exclusive jurisdiction of the courts of Ontario.
43. Independent Contractors: This Agreement will not be construed as constituting either Party as a partner or agent of the other Party or to create a joint venture in the conduct of business or otherwise.
44. Notices: Any notice or other communication required or permitted by this Agreement will be in writing and be provided by personal delivery, email, or by facsimile to You or Telico at the last address or facsimile number provided in writing by each Party. Notices delivered in person will be effective on the date of such delivery and notices delivered by facsimile will be effective on the date of transmission provided printed proof of transmission is obtained.
45. Force Majeure: Telico will not be liable for any failure nor delay in performance to the extent caused by factors beyond its reasonable control, including, without limitation, labour disputes, fires or other casualties, weather or natural disasters, damage to facilities, or the conduct of third parties.
46. Assignment: You cannot assign this Agreement in whole or in part without Telico’ prior written consent. Telico can assign this Agreement to any affiliate or subsidiary. This Agreement is binding upon and enures to the benefit of the Parties and their respective successors and permitted assigns.
47. Severability and Waiver: If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid or unenforceable, that provision will be deemed severable from the other provisions which will remain valid and enforceable. The terms of this Agreement may only be waived in writing and signed by both Parties. No failure by either Party to insist upon the other Party’s performance of any obligations hereunder will constitute waiver unless in writing.
48. Language: This Agreement has been drawn up in English at the request of the parties. Les parties ont convenu que la présente entente soit rédigée en anglais.

VoIP 911 Acknowledgement

I acknowledge, understand and agree that:

a. I have received and have read and understood the Terms and Conditions relating to VoIP Service, including 9-1-1 service.
b. I and all staff/users of my Service understand the nature and limits of 9-1-1 service associated with VoIP.
If I change the location in which I use my Service in any way, including operating my Service outside of the municipal address that I have given to Telico, I must immediately contact Telico, and that failure to do so may adversely affect my 9-1-1 service.