Terms and Conditions

I. THE AGREEMENT

These Terms and Conditions constitute the agreement (the "Agreement") between Vocaltone Networks Inc. ("Vocaltone ", us or we) and the user ("you," "your, "user" or "Customer") of Vocaltone 's residential and small business Voice over Internet Protocol ("VoIP"') communications services and any related products or services ("Service"). For purposes of the Agreement, "you" means the customer, defined as either (i) the person identified in Vocaltone 's account records as responsible for payment of all charges; or (ii) any other person with actual or apparent authority to represent that person or to use the Service(s) provided such authority is adequately documented as determined in Vocaltone 's discretion.

BY ENROLLING IN, USING, OR PAYING FOR THE VOCALTONE SERVICES, YOU AGREE TO THE PRICES, CHARGES, TERMS AND CONDITIONS IN THIS AGREEMENT. IF YOU DO NOT AGREE TO THESE PRICES, CHARGES, TERMS AND CONDITIONS, DO NOT USE THE SERVICES, AND CANCEL THE SERVICES IMMEDIATELY BY CALLING VOCALTONE AT THE CUSTOMER SUPPORT TELEPHONE NUMBER ON YOUR INVOICE OR ON OUR WEBSITE.

The Agreement governs the Service and any devices, such as the Analog Telephone Adapter or any other IP(Internet protocol) connection device ("Device" or "Equipment"), used in conjunction with the Service. By activating the Service, you acknowledge that you have read and understand, and you agree to, the terms and conditions of this Agreement, and you represent that you are of legal age to enter this Agreement and become bound by its terms.

Vocaltone may change the Terms and Conditions of this Agreement from time to time. Notices will be considered given and effective on the date posted at www.vocaltone.com. The Agreement posted supersedes all previously agreed to electronic and written Terms and Conditions.

The rates and charges for the Service are available at http://www.vocaltone.com/rates.aspx and are subject to change. For your most current rates and charges, the most current version of the Agreement, or if you have questions about your Services, please visit our website at www.vocaltone.com (see Rates and Terms & Conditions link), send an email to support@vocaltone.com  or call Vocaltone 's Customer Support Center at the toll-free number listed on the first page of your invoice.

II. VOCALTONE EMERGENCY CALLING SERVICE & E911 SERVICE

Pursuant to the recent orders by the Canadian Radio-television and Telecommunication Commission ("CRTC"'), Vocaltone is in the process of enabling E911 dialing services for all of its Vocaltone customers in areas in which the Public Safety Answering Point (or "PSAP"') is equipped to handle E911 calls. Vocaltone is undertaking this ongoing, nationwide effort through its third-party provider. As the roll out of the E911 initiative progresses, increasing numbers of Vocaltone customers will have E911 service, where available. We encourage all customers to check their "Update profile"' section at the Vocaltone website to find out the progress of E911 capability for their registered location.

For those customers that signed up for Vocaltone Services before November 20, 2006, Vocaltone will continue providing the Emergency Calling Service described below unless or until the E911 services are activated. For those customers that sign up for Vocaltone Services after November 20, 2006, Vocaltone will confirm availability of E911 capability prior to sign up. Regardless of when a Customer signs up for Vocaltone Services, if the Services are used in a physical location different than the current location registered with Vocaltone (the "911 Service Address"'), E911 service may or may not be available, and the 911 call will be routed to the wrong location. It is important that such Customers promptly update their location with Vocaltone in accordance with the instructions in Section II(D) below.

A. Non-Availability of Traditional 911 or E911 Dialing Service:

You acknowledge and understand that unless you have been specifically informed by Vocaltone that E911 service is available at your 911 Service Address (which can be confirmed on your "Update Profile"' section at the Vocaltone website, sending an email to support@vocaltone.com, or by calling Vocaltone 's Customer Support Center), the Service will NOT support traditional 911 or E911 access to emergency services. In such cases, Vocaltone offers a limited Emergency Calling Service available only on Vocaltone Devices as described herein, but you acknowledge and understand that such Emergency Calling Service dialing is different in a number of important ways from traditional 911 services, as described below. Vocaltone Emergency Calling Service dialing is available only on Vocaltone -certified Devices or Equipment. You agree to inform any household residents, guests and other third persons who may be present at the physical location where you use the Service (i.e., your 911 Service Address) as to the non-availability of traditional 911 or E911 dialing from your Vocaltone Service and Device(s). If you activate Vocaltone Emergency Calling Service dialing, you agree to inform any household residents, guests and other third persons who may be present at the physical location where you use the Service as to the important differences and limitations of Vocaltone Emergency Calling Service dialing as compared with traditional 911 or E911 dialing, as set forth in this Agreement.

B. Description of Emergency Calling Service-Type Dialing Capabilities - Activation Required

Vocaltone does offer an Emergency Calling Service that is different in a number of important ways from traditional 911 services or Vocaltone E911 services. For customers that do not have E911 capability, when you dial 911, your call is routed from the Vocaltone network to the Public Safety Answering Point ("PSAP"') or local emergency service personnel using the address that you provided to Vocaltone . You acknowledge and understand that when you dial 911 from your Vocaltone Equipment you will be routed to the general or administrative telephone number for the PSAP or local emergency service provider, and will not necessarily be routed to the 911 dispatcher(s) who are specifically designated to receive incoming 911 calls using traditional 911 dialing. Additionally, some PSAPs may from time to time refuse to accept calls from VoIP providers such as Vocaltone . As described herein, this Emergency Calling Service dialing currently is NOT the same as traditional 911 or E911 dialing, and at this time, does not necessarily include all of the capabilities of traditional 911 dialing.

C. Service Outage:
1.       Power Outage
You acknowledge and understand that Emergency Calling Service and E911 Service dialing do not function without power. Should there be an interruption in the power supply, the Service and Emergency Calling Service (or E911 service) dialing will not function until power is restored. A power failure or disruption may require the Customer to reset or reconfigure Equipment before using the Service, Emergency Calling Service, or E911 service dialing.

2.       Broadband Service Outage or Degradation
You acknowledge and understand that service outages or degraded service by your broadband provider will prevent, and that network congestion may slow, ALL Service including Emergency Calling Service and/or E911 service dialing.

3.       Other Service Outages
You acknowledge and understand that if there is a Service outage for ANY reason, such outage will prevent ALL Service, including Emergency Calling Service and/or E911 service dialing. Such outages may occur for a variety of reasons, including, but not limited to those reasons described elsewhere in this Agreement.

4.       Limitation of Liability and Indemnification
You acknowledge and understand that Vocaltone 's liability is limited for any Service outage and/or inability to dial Emergency Calling Service or E911 service from your line or to access emergency service personnel, as set forth in this document. You agree to defend, indemnify, and hold harmless Vocaltone , its officers, directors, employees, affiliates and agents and any other service provider who furnishes services to Customer in connection with this Agreement or the Service, from any and all claims, losses, damages, fines, penalties, costs and expenses (including, without limitation, reasonable attorneys fees) by, or on behalf of, Customer or any third party or user of Customer's Service relating to the (i) absence, failure or outage of the Service, including Emergency Calling Service or E911 dialing; and/or (ii) inability of Customer or any third person or party or user of Customer's Service to be able to dial 911 or to access emergency service personnel.

D. Failure to Designate the Correct Physical Address for E911 and/or Emergency Calling Service Dialing

The address that the Customer provides to Vocaltone is the address that is applied to your Service for either E911 or Emergency Calling Service dialing (also known as your "911 Service Address"). Should you need to change this address, you must change this on the "My Account" section at the Vocaltone website or contact Vocaltone Customer Service immediately to correct this address. It may take up to three business days to effectuate a change or update of your 911 Service Address. Failure to provide the current and correct physical address and location of your Vocaltone Equipment as your 911 Service Address may result in the loss of E911 capability and/or will result in any Emergency Calling Service communication you may make being routed to the wrong local emergency service provider.

E. Changing Your Primary Phone Number

You acknowledge and understand that if you change your primary Vocaltone phone number you will not be able to change your 911 Service Address for seventy-two (72) hours. During that time, any E911 or Emergency Calling Service calls that you may make will be routed using the 911 Service Address that was in Vocaltone 's records before you changed your phone number.

F. Change of Physical Location of Vocaltone Equipment

You acknowledge and understand that E911 and Emergency Calling Service dialing does not function properly or may not function at all if you take your Equipment with you away from the 911 Service Address or physical location that you have registered with Vocaltone .

G. Requires Re-Activation if You Move

You acknowledge and understand that E911 and Emergency Calling Service dialing will not function properly or at all if you move or change the physical location of your Vocaltone Equipment to a different street address, unless and until you have successfully changed your 911 Service Address on the "My Account"' section at the Vocaltone website or contacted Vocaltone Customer Service to correct your 911 Service address. Failure to provide the current and correct physical address and location of your Vocaltone Equipment may result in the loss of E911 capability and/or will result in any Emergency Calling Service dialing you may make being routed to the incorrect local emergency service provider.

H. Possibility of Network Congestion and/or Reduced Speed for Routing Emergency Calling Service

You acknowledge and understand that there is a greater possibility of network congestion and/or reduced speed in the routing of an E911 or Emergency Calling Service communication made using your Vocaltone Equipment as compared to traditional 911 dialing over traditional public telephone networks. You acknowledge and understand that Emergency Calling Service dialing from your Vocaltone Equipment will be routed to the general or administrative telephone number for the local emergency service provider, and will not be routed to the 911 dispatcher(s) who are specifically designated to receive incoming 911 calls at such local provider's facilities when such calls are routed using traditional 911 dialing. You acknowledge and understand that there is a greater possibility that the general or administrative telephone number for the local emergency service provider will produce a busy signal or will take longer to answer, or not answered at all, as compared to those 911 calls routed to the 911 dispatcher(s) who are specifically designated to receive incoming 911 calls using traditional 911 dialing.

I. Automated Number Identification

For Vocaltone Service customers without E911 service, it is not possible for the Public Safety Answering Point (PSAP) and the local emergency personnel to identify your phone number when you dial 911 to access Emergency Calling Service dialing. Vocaltone 's system is configured in most instances to send the automated number identification information; however, the phone system routes the traffic to the PSAP and the PSAP itself must be able to receive the information and pass it along properly, and they may not yet be technically capable of doing so. You acknowledge and understand that PSAP and emergency personnel may not be able to identify your phone number to return your call if the call is unable to be completed, is dropped or disconnected, or if you are unable to speak to tell them your phone number and/or if the Service is not operational for any reason, including without limitation those listed elsewhere in this Agreement.

J. Automated Location Identification

For Vocaltone Service customers without E911 service, it is not possible to transmit identification of the address that you have listed to the Public Safety Answering Point (PSAP) and local emergency personnel for your area when you use Emergency Calling Service dialing. You acknowledge and understand that you will need to state the nature of your emergency promptly and clearly, including your location, as PSAP personnel will NOT have this information. You acknowledge and understand that PSAP and emergency personnel will not be able to find your location if the call is unable to be completed, is dropped or disconnected, if you are unable to speak to tell them your location and/or if the Service is not operational for any reason, including without limitation those listed elsewhere in this Agreement.

K. Alternative Emergency Calling Service Arrangements

You acknowledge that Vocaltone does not offer primary line or lifeline services. You should always have an alternative means of accessing traditional 911 or E911 services.

III. SERVICE

A. Term

Service is offered on a monthly basis for a term that begins on the first day of Vocaltone 's next billing cycle (which begin on the 1st, 10th and 25th days of the month) after Vocaltone activates your account (the "Activation Date") and ends on the last day of your billing cycle (which ends on either the last, 9th or 24th day of the month). The Activation Date will begin three days after you sign-up for the Service. Subsequent terms of this Agreement automatically renew on a monthly basis without further action by you unless you give Vocaltone notice of non-renewal at least ten [10] days before the end of the monthly term in which the notice is given. All notices must be given by calling Vocaltone 's Customer Support Center at the toll-free number listed on the first page of your invoice. You are purchasing the Service for full monthly terms, meaning that if you terminate Service before the end of a monthly term, you will be responsible for the full month's charges to the end of the then-current term, including without limitation unbilled charges, plus any applicable disconnect fee (as described below), all of which immediately become due and payable. Expiration of the term or termination of Service does not excuse the Customer from paying all unpaid, accrued charges due in relation to the Agreement.

B. Disconnect Fee

If Customer cancels the Service for any reason or for convenience within twelve (12) months of the Activation Date, Customer will be charged a disconnect fee of $39.95 per account (the "Disconnect Fee"'). The Disconnect Fee becomes due and payable immediately and will be billed directly to Customer's credit card. If Customer has multiple accounts, Customer will be charged the Disconnect Fee of $39.95 per account for each account cancelled. A Disconnect Fee shall not be charged to customers who purchase Vocaltone approved Equipment from a retailer. Cancellations will only be accepted via phone through Vocaltone 's Customer Support Center at the toll-free number listed on the first page of your invoice, and will be effective upon the date that you call. Vocaltone is not able to schedule cancellations for a future date.

C. Money Back Guarantee

Vocaltone offers a 30-day money-back guarantee, applicable to one primary line per account, not additional or secondary lines. Under terms of the Money Back Guarantee, Vocaltone refunds the activation fee, first month of Service and waives the Disconnect Fee. Vocaltone reserves the right to terminate or revoke the Money Back Guarantee at any time, without prior notice.
To qualify for the Money Back Guarantee, Customer must cancel Service through Vocaltone 's Customer Support Center at the toll-free number listed on the first page of your invoice within thirty (30) days of the Activation Date. Cancellations will be effective on the date that you contact Vocaltone ; Vocaltone is not able to schedule cancellation for a future date. Equipment must be returned to Vocaltone and postmarked within fourteen (14) days thereafter. Usage must not exceed 500 minutes within the first thirty (30) days of Service. Customer is responsible for any charges for overage, international traffic outside of the plan or directory assistance. Cancellation may take up to two (2) business days. Any usage after contacting Vocaltone is Customer's responsibility. Accounts exceeding 500 minutes of usage are not eligible for refund. Customer may not port away a new phone number (or "DID"') if Customer cancels within thirty (30) days.
All returned Equipment must be in the original packaging with the UPC or bar code intact, and postmarked within fourteen (14) days of cancellation. All components, manuals and registration card(s) must be included and equipment must be in good condition, as determined by Vocaltone . Equipment must be returned with a valid return authorization number obtained from the Vocaltone Customer Support Center. Customer is responsible for return shipping of Equipment. The Money Back Guarantee will not be honored if Customer fails to meet all requirements presented above.
Customers who purchase Vocaltone approved Equipment from a retailer will not be charged an activation fee or Disconnect Fee. Customers who purchase Vocaltone approved Equipment from a retailer should not return said Equipment to Vocaltone when canceling Service and shall receive the Money Back Guarantee, upon meeting all other terms listed above.

D. The Vocaltone Referral Program.

The Vocaltone Referral program is intended for use by Vocaltone Service customers to introduce their family and friends to the Vocaltone Service. By referring individuals or small businesses and/or accepting the Referral Credit(s) described below, you agree to the following conditions. After the person or business you refer subscribes to the Service and enters your correct e-mail information either at sign up or no later than three days (72 hours) after sign up by contacting Vocaltone at referrals@vocaltone.com, both you and the person or entity you referred will receive a credit of twenty-five dollars ($25) ("Referral Credit"') on the next Vocaltone invoice. This offer applies only when the person or entity referred is a new Vocaltone customer (i.e., has never been a business or residential customer of Vocaltone ) and may not be used in conjunction with any other offer or promotion, excluding the one (1) month free promotion currently on all calling plans. To qualify for the Referral Credits, both you and the person or entity you referred must (1) be customers in good standing; and (2) retain the Service for at least ninety-one (91) days after the referral's Activation Date. If, within ninety-one (91) days of the referral's Activation Date, either party cancels the Service, or if Vocaltone terminates either party's Service under Section VI(B) below, this will result in the forfeiture of the Referral Credit described herein by both parties. Any unused portion of a Referral Credit will be applied to the following month's invoice, provided, however, that if either party's Vocaltone Services are cancelled or terminated at any time after the 91-day period described above, then any unused portion of the Referral Credit will be forfeited. Vocaltone Agents or subagents, Vocaltone affiliates, Vocaltone employees, employees at the call center supporting Vocaltone and employees of Primus Telecommunications, Inc. are not eligible for Referral Credits.
The Vocaltone $50 Referral program (Fast 50) is a limited time offer and is intended for use by Vocaltone Internet phone service customers to introduce their family and friends to the Vocaltone service. The offer is controlled by Vocaltone marketing and is only available during select times and at the sole discretion of Vocaltone 's marketing team. By referring individuals, you agree to the following conditions. After the person you refer subscribes to the Service and enters your correct e-mail information either at sign up or no later than three days (72 hours) after sign up by contacting Vocaltone at referrals@Vocaltone .com, you will receive fifty dollars ($50) in the form of a check for each person you referred to Vocaltone , once the referred subscribers to the service have their service for at least 91 days. This offer applies only when the person referred is a new Vocaltone customer (i.e., has never been a business or residential customer of Vocaltone ) and may not be used in conjunction with any other offer, excluding the 1 month free promotion. To qualify for the referral, both you and the person you referred must be customers in good standing and the person referred must remain a customer for at least 91 days. Cancellations by the person referred that occur earlier than 91 days will make you ineligible to receive the $50 bonus. The Fast 50 program is a limited time offer and can not be used in conjunction with the $25 - Refer-a-Friend program. Existing Vocaltone customers who refer friends via the Fast 50 offer will only get $50 per each person referred to Vocaltone , subject to the terms and conditions noted above.

E. Residential Use of Service and Device

If you have subscribed to Vocaltone 's residential Services, the Service and Device are provided to you as a residential user, for your personal, residential, non-business and non-professional use. This means that you are not using them for any commercial or governmental activities, profit-making or non-profit, including but not limited to home office, business, sales, telecommuting, telemarketing, autodialing, continuous or extensive call forwarding, fax broadcast, fax blasting or any other activity that would be inconsistent with normal residential usage patterns. This also means that you are not to resell or transfer the Service or the Device to any other person for any purpose, or make any charge for the use of the Service, without express written permission from Vocaltone in advance. You may not tamper with Device or use the Service for multi-line configurations or use it to keep a line open without speaking for extended periods. Vocaltone reserves the right to immediately terminate or modify the Service, if Vocaltone determines, in its sole discretion, that Customer's Service is being used for non-residential or commercial use or the usage patterns are or were inconsistent with normal residential usage patterns which means using more than six times the average monthly usage of a Vocaltone residential customer; i.e. usage exceeding 5000 minutes per month. Additionally, you agree that your use of the Service and/or Device, or the use of the Service and/or Device provided to you by any other person for any commercial or governmental purpose or in a manner inconsistent with normal residential usage patterns will obligate you to pay Vocaltone 's higher rates for commercial Service on account of all periods, including past periods, in which you use, or used, the Service for commercial or governmental purposes. Vocaltone will enforce the restrictions presented in this paragraph to ensure that Vocaltone can manage its network in an efficient manner, meet reasonable Service expectations, and furnish Service to existing and future customers based on forecasted customer requirements.

F. Business Use of Service and Device

If you have subscribed to Vocaltone 's Business Plan, the Service and Device are provided to you as a small business user. This means that you are not to resell or transfer the Service or Device to any other person for any purpose. You agree that the Vocaltone Business Plan does not confer the right to use the Service for auto-dialing, continuous or extensive call forwarding, telemarketing, fax or voicemail broadcasting or fax or voicemail blasting. You may not tamper with Device or use the Service for multi-line configurations. Vocaltone reserves the right to immediately terminate, modify or upgrade the Service, if Vocaltone determines, in its sole discretion, that Customer's Service has been, or is being, used for any of these activities or similar activities. If you have a residential plan and are using the Services for business purposes Vocaltone reserves the right to cancel your Service and you are obligated to pay Vocaltone 's higher rates for commercial Service on account of all periods, including past periods, in which you use, or used, the Service for commercial or governmental purposes. Vocaltone will enforce the restrictions presented in this paragraph to ensure that Vocaltone can manage its network in an efficient manner, meet reasonable Service expectations, and furnish Service to existing and future customers based on forecasted customer requirements.

G. Notice of Rate Changes

Vocaltone may change the prices and charges for the Services from time to time and such changes will be effective immediately. Changes to rates, charges, or terms or conditions in the Agreement will be published at www.vocaltone.com and will be incorporated by reference into this Agreement. From time to time, Vocaltone may offer new rates and such rates are available to customers upon request by contacting Customer Care. New rates request may take up to 3 business days to take effect and calls made prior to the new effective date will be charged at the previous rates.

H. Rounding Policy

For billing purposes, the length of each metered call is rounded as described in each Calling Plan. If the computed charge for a call includes a fraction of a cent, the fraction is rounded up to the nearest whole cent. If the computed charges for taxes and surcharges include a fraction of a cent, the fraction is rounded up to the nearest whole cent.
I. Calls to International Mobile Telephones; International Special Services Calls
Vocaltone 's advertised rates for international calls are generally the rates charged for calls to landline telephones. Some calls to international mobile telephones, or to international telephone numbers considered to be special services calls, are charged a different (usually higher) rate than calls to landline telephones. The rates you will be charged are set forth in the calling plan rate tables and are typically designated by a "MOB", "cellular", "mobile" or "M" notation.

J. Timing of Calls

Generally, timing of metered calls begins when the called party or an automated answering device (such as an answering machine or a facsimile machine) answers the call, and ends when one of the parties disconnects from the call. However, some foreign carriers (with whom Vocaltone must interconnect in order to terminate calls to foreign countries) designate a call as "answered" when the called party's line rings or after a certain number of rings, and will charge Vocaltone for a completed call. In these situations, Vocaltone will charge for the call as if it were answered by the called party.

K. Use of Service and Device by Customers Outside Canada

Vocaltone does not presently offer or support the Service to customers located in other countries. If you remove the Device to a country other than Canada and use the Service from there, you do so at your own risk, including the risk that such activity violates local laws in the country where you do so. You are liable for any and all use of the Service and/or Device by any person making use of the Service or Device provided to you. Vocaltone reserves the right to cancel or suspend the Service if it is determined that the Service is being used outside Canada.

L. Loss of Service Due to Power Failure

The Service does not function without power. Should there be an interruption in the power supply, the Service will not function until power is restored. A power failure or disruption may require you to reset or reconfigure Equipment before using the Service. Power disruptions or failures will also prevent dialing to emergency service numbers including the Emergency Calling Service calling feature.

M. Copyright / Trademark / Unauthorized Usage of Device, Firmware or Software

The Service and Device and any firmware or software used to provide the Service or provided to Customer in conjunction with providing the Service, or embedded in the Device, and all Services, information, documents and materials on Vocaltone 's website(s) are protected by trademark, copyright or other intellectual property laws and international treaty provisions. All websites, corporate names, service marks, trademarks, trade names, logos and domain names (collectively "marks") of Vocaltone are and shall remain the exclusive property of Vocaltone and nothing in this Agreement shall grant you the right to license or to use such marks. You acknowledge that you are not given any license to use the firmware or software used to provide the Service or provided to Customer in conjunction with providing the Service, or embedded in the Device, other than a nontransferable, revocable license to use such firmware or software (without making any modification thereto) strictly in accordance with the terms and conditions of this Agreement, and that the Device is exclusively for use in connection with the Service. If you decide to use the Service through an interface device not provided by Vocaltone , which Vocaltone reserves the right to prohibit in particular cases or generally, you promise that you possess all required rights, including software and/or firmware licenses, to use that interface device with the Service and you will indemnify and hold harmless Vocaltone against any and all liability arising out of your use of such interface device with the Service.

N. Tampering with the Device

You agree not to change the electronic serial number or equipment identifier of the Device, or to perform a factory reset of the Device, without express permission from Vocaltone . Vocaltone reserves the right to terminate your Service should you tamper with the Device, leaving you responsible for the full month's charges to the end of the current term, including without limitation unbilled charges, plus any applicable Disconnect Fee, all of which immediately become due and payable.

O. Theft of Service

You agree to notify Vocaltone immediately, in writing, by electronic mail or by calling the Vocaltone customer support line, if the Device is stolen or if you become aware at any time that your Service is being stolen or used fraudulently. When you call or write, you must provide your account number and a detailed description of the circumstances of the Device theft or fraudulent use of Service. Failure to do so in a timely manner may result in the termination of your Service and additional charges to you. You will be liable for all use of the Service using a Device stolen from you and any and all stolen Service or fraudulent use of the Service. Notwithstanding anything herein to the contrary, credits will not be issued for charges resulting from fraud that arises out of third parties hacking into the Equipment, other equipment used by you or the internet. This includes, but is not limited to, modem hijacking, wireless hijacking or other fraud.

P. Number Transfer on Service Termination

If you desire to cancel your Service and port your number to another carrier, it is your responsibility to ensure that the number has successfully ported prior to canceling your account with Vocaltone . CANCELLATION OF YOUR VOCALTONE ACCOUNT PRIOR TO CONFIRMATION FROM YOUR NEW PROVIDER THAT THE TELEPHONE NUMBER HAS SUCCESSFULLY PORTED SHALL RESULT IN AN INABILITY FOR VOCALTONE TO PORT OUT YOUR NUMBER AND THE POTENTIAL LOSS OF YOUR NUMBER. FAILURE TO CANCEL YOUR ACCOUNT WITH VOCALTONE AFTER SUCCESSFUL PORTING TO ANOTHER PROVIDER, SHALL RESULT IN CONTINUED MONTHLY CHARGES BY VOCALTONE FOR WHICH YOU WILL REMAIN RESPONSIBLE.
Upon contact from your new provider that you desire to port your telephone number, Vocaltone will use reasonable efforts to release the telephone number that was ported to Vocaltone by you and used in connection with your Service provisioned by Vocaltone to your new service provider, if such new service provider is able to accept such number, and provided that your Vocaltone account is completely current including payment for all charges and applicable Disconnect Fees. Customer will not be able to port away the telephone number if Customer cancels within thirty (30) days of the Activation Date.
Customers are solely responsible for terminating or canceling accounts. Vocaltone will not automatically terminate or cancel an account upon the mere transfer (or porting) of a telephone number to a new service provider. Applicable charges will continue to accrue on all open accounts, and you will remain responsible for these charges until the account is properly cancelled.

Q. Service Distinctions

You acknowledge and understand that the Service is not a telephone service. Important distinctions exist between telephone service and the enhanced Service offering provided by Vocaltone . The Service currently is subject to different regulatory treatment than phone service. This treatment may limit or otherwise affect your rights of redress before regulatory agencies.

R. Collect Call and Operator Services

Vocaltone does not offer collect call or operator services via this Service.
S. International DIDs or phone numbers
Customers that have international (non-Canada) direct inward dial phone numbers ("DIDs") are provided with these numbers based on current Canadian and overseas regulations. These regulations are subject to change without notice and Vocaltone may be required to discontinue this Service, without notice. Vocaltone reserves the right to discontinue International DID services for any reason at any time and is only obligated to refund the pro-rated monthly fee.

T. International Services

1.       Foreign Carrier Restrictions. Foreign carriers or regulatory agencies may impose, upon the portion of the end-to-end international service or facilities they provide, certain limitations or restrictions that may limit your ability use the Vocaltone Services. You must conform to any limitations or restrictions imposed by the foreign carriers or agencies.

2.       Carrier Acts or Omissions.
a.       When other U.S. or foreign carriers and foreign telecommunications administrations use facilities to establish connections to points not reached by Vocaltone 's network, Vocaltone is not liable for acts or omissions of other carriers or foreign telecommunications administrations.
b.      International calls are priced on the basis of the country and city codes dialed by you. When the facilities of other U.S. or foreign carriers are used in establishing connections to points not reached by Vocaltone 's network, Vocaltone is not liable for refunds or damages if those calls do not terminate in the country, city or area codes associated with the called number.

U. Surcharges

In addition to surcharges that may be found in the applicable Calling Plan, Vocaltone may adjust its rates and charges or impose additional rates and charges to recover amounts it is required or permitted by governmental or quasi-governmental authorities to collect from others or pay to others in support of statutory or regulatory funds or programs ("Governmental Charges").

V. Taxes

1.       All taxes, tax-like charges, and tax-related surcharges are referred to collectively as "Tax(es)." Vocaltone may elect to impose and collect such Taxes, unless otherwise constrained by court order or direction.

2.       You agree to pay all Taxes imposed. If Vocaltone has collected Taxes and a challenged Tax is found to have been invalid and unenforceable, Vocaltone , in its sole discretion, will either reduce Service rates for a fixed period of time in the future in order to flow-through to customers an amount equivalent to the amounts collected, or it will credit or refund such amounts to affected customers (less its reasonable administrative costs), if the amounts collected were retained by Vocaltone or if they were delivered to the jurisdiction and returned to Vocaltone , or it will negotiate an arrangement with the jurisdiction to provide a future benefit for customers in that jurisdiction.

3.       If you provide Vocaltone with a duly authorized tax exemption certificate, Vocaltone will exempt you in accordance with law, effective on the date Vocaltone receives the certificate.

W. Delivery

All equipment purchased directly from Vocaltone will be delivered by following means and time frames

Canada – Canada Post with standard delivery within 1 week of registration

International – We may use UPS (united Parcel Service), Federal Express (FedEX) or DHL standard delivery (not more than one month) for the destination. Vocaltone will provide tracking information via email to the customer. It is the responsibility of the customer to check all applicable laws of destination for compliance. Vocaltone will not be liable for any delays whatsoever due to non compliance of applicable laws of destination or additional cross border agency checking.

IV. RESTRICTIONS ON THE USE OF SERVICE

A. Vocaltone offers its Services subject to availability of facilities, limitations of service offerings, and the provisions of this Agreement.

B. Services provided by Vocaltone under the Agreement will not be used: (1) for any unlawful purpose; (2) for making telephone calls that use automatic dialing devices and terminate into electronic information services, pay-per-call services, or other domestic or international audio text services; (3) for international call-back offerings using uncompleted call signaling to any country, when that country has prohibited such an offering by statute or regulatory decision; (4) for business usage under a residential Service plan or (5) call forwarding to international destinations.

C. Vocaltone may (1) deny, for any lawful reason, your request for Service, or (2) limit or allocate the facilities available to or used by any Service, if necessary, to manage its network in an efficient manner, meet reasonable Service expectations, furnish Service to existing and future customers based on forecasted customer requirements, or for any other lawful reason.

D. Vocaltone may, without notice (consistent with governing laws or regulations), block traffic to or from specific countries, country codes, cities, city codes, local telephone exchanges ("NXX exchanges"), individual telephone stations, groups or ranges of individual telephone stations, or calls using certain customer authorization codes, whenever Vocaltone deems it necessary to take such action to prevent (1) the unlawful use of Service; (2) nonpayment for Service; (3) the use of Service in violation of this Agreement; or (4) network blockage or the degradation of Service furnished to you or other customers.

E. The phone numbers you obtain from us will not be listed in any telephone directories. Phone numbers transferred from your local phone company may, however, be listed. As a result, someone with your phone number may not be able to utilize a reverse directory to lookup your address.
F. The Service may not be compatible with home security systems. You may be required to maintain a telephone connection through your local exchange carrier in order to use any alarm monitoring functions for any security system installed in your home or business. You are responsible for contacting the alarm monitoring company to test the compatibility of any security system with the Service.
 
G. Certain Broadband, Cable Modem and Other Services. You acknowledge that there may be other services with which the Service may be determined to be incompatible. You further acknowledge that some providers of broadband service may provide modems that prevent the transmission of communications using the Service. We do not warrant that the Services will be compatible with all broadband services and expressly disclaim any express or implied warranties or conditions regarding the compatibility of the Service with any particular broadband service.

V. PAYMENT OBLIGATIONS

A. You must provide Vocaltone with a valid credit card number when the Service is activated. If the credit card expires, you close your credit card account or your billing address changes, or the credit card is cancelled and replaced because of loss or theft, you must advise Vocaltone immediately by calling us at 416-548-9852. Vocaltone will charge your credit card on a monthly basis, in advance, for activation fees and monthly Service fees, advanced feature charges, Equipment purchases and shipping, handling charges and other charges described in this Agreement or the website. Any charges not included in your rate plan and any additional usage charges are billed after each billing period. If Vocaltone changes its rates, recurring monthly charges affected by such change will be assessed at the new rate for the full billing period during which the new recurring charge rate became effective.

B. Vocaltone may terminate your Service at any time in its sole discretion, if any charge to your credit card on file with Vocaltone is declined or reversed, your credit card expires and you have not provided Vocaltone with a valid replacement credit card or in case of any other non-payment of account charges. Termination of Service for declined or expired card, reversed charges or non-payment leaves you fully liable to Vocaltone for all charges accrued before termination and for all costs incurred by Vocaltone in collecting such amounts, such as (but not limited to) collection costs and attorney's fees. If a charge to your credit card is denied, Vocaltone may charge you a nominal fee for each failed attempt to process the credit card transaction that is attributable to you having exceeded your credit limit or not having updated your credit card information in a timely manner.

C. You are responsible for payment of all charges for Services furnished to you and anyone authorized by you to use your Service. This responsibility is not changed by virtue of any use, misuse, or abuse of your Service undertaken or caused by third parties.

D. You must promptly notify Vocaltone of any change in your invoicing address or, if applicable, in the credit card or bank account used for payment. You should notify the Vocaltone Customer Support Center by e-mailing Vocaltone at the following address: support@vocaltone.com.

E. Vocaltone will charge Customer for Services on a monthly basis in advance and all payments are due immediately (the "Due Date"). Vocaltone reserves the right to charge a late fee of 1.5% per month if the charges are not paid in a timely manner. If the law of the state where you have registered your location requires a lower rate, we will apply that rate.

F. If the amount you owe Vocaltone for out of plan usage exceeds $40, Vocaltone may charge your credit or debit card more frequently than once per month.
G. If Vocaltone hires a collection agency to collect, or attempt to collect, any charges owed Vocaltone , you will be liable to Vocaltone for an additional payment equal to 35% of the charges owed, where permitted by applicable law. If Vocaltone incurs any fees or expenses, including attorneys' fees, in collecting, or attempting to collect, any charges owed Vocaltone other than by hiring a collection agency, you will be liable to Vocaltone for the payment of all such fees and expenses reasonably incurred.

H. If billing systems or other support is not available for a Service, feature, surcharge, tax or other charge element at the time of Service provision, Vocaltone will bill for that Service, feature, surcharge, or other charge element as soon as it is capable of doing so and you agree to pay for such items.

I. No Credit Allowances for Interruption of Service. You acknowledge and agree that the Service is provided "as is." Credit allowances for interruption of Service, including international calling services, will not be provided.

J. If you dispute any charges, you must notify us in writing at billing@vocaltone.com or at the address below within 10 days of receiving your credit or debit card statement. If you do not notify us in writing in a timely manner, you agree to waive any right to contest such charges.

Vocaltone Networks, Inc.
4915 Bathurst St. Unit#209-105
Toronto, ON, M2R1X9
Attention: Customer Support Center

VI. CANCELLATION OR SUSPENSION OF SERVICE

A. By the Customer

1.       If you cancel your Service after the thirty (30) day Money-Back Guarantee period, described in section III(C) above, you will be charged a Disconnect Fee, pursuant to Section III(B) above.

2.       If you cancel your Service with Vocaltone , you will not be able to use the Device or Equipment.

3.       Cancellation may take up to two business days.

4.       Your credit card will be charged for any usage after contacting Vocaltone to cancel your Service.

5.       All cancellations must be made through Vocaltone 's Customer Support Center at the toll-free number listed on the first page of your invoice.

6.       All cancellations will be effective on the date that you speak to Vocaltone 's Customer Support Center. Vocaltone does not have the ability to schedule a cancellation for a future date.

B. By Vocaltone

1.       Vocaltone reserves the right to discontinue furnishing Services, cancel your account, and/or block your access to Vocaltone network, without incurring any liability, immediately and without notice if Vocaltone deems that such action is necessary to prevent or to protect against fraud or to otherwise protect Vocaltone 's personnel, agents, facilities, or Services. Without limitation, Vocaltone may take such actions if:

a.       You refuse to furnish information or furnish false information that (i) is essential for billing; or (ii) pertains to your creditworthiness, your past or current use of common carrier communications service, or your planned use of such service;

b.      You indicate that you will not comply with a request for security for the payment for the Services;
c.       Your Service usage charges exceed established parameters based on your history of usage, which may indicate a likelihood of non-payment or possible fraud;

d.      Vocaltone notifies you in writing (to the email that you provided Vocaltone ) of any past due amount (which remains unpaid, in whole or in part) for any of Vocaltone 's or an affiliated carrier's service to which you either subscribe or had subscribed or used and you do not respond to the email in a satisfactory manner within 7 days;

e.       You either refuse to pay when billed for Service or indicate to Vocaltone or an entity billing on Vocaltone 's behalf that you do not intend to pay for Service used by you;

f.        You use, or attempt to use, Service with the intent to avoid the payment, either in whole or in part, of the charges for the Service by (i) using or attempting to use Service by rearranging, tampering with, or making connections to the Service in an unauthorized manner; or (ii) using tricks, schemes, false or invalid numbers, false credit devices, or other fraudulent means or devices;

g.      You act, or fail to act, in a manner that hinders or frustrates any investigation by Vocaltone or others having legal authority to investigate your legal obligations;

h.       Your telephone equipment fails to pass back to Vocaltone the appropriate signal to start and stop billing for a call;

i.         You were previously provided with notice of breach of these terms and conditions or other contract with Vocaltone , took corrective action, but thereafter engaged in the same breach activity; or

j.         You act in a manner that is threatening, obscene, harassing, or abusive to Vocaltone personnel.

k.       You act in violation of sections III(E) or III(F) above.

2.       Vocaltone reserves the right to discontinue furnishing Services, cancel your account, and/or block your access to Vocaltone network, without incurring any liability, immediately upon written notice to you if:

a. Any invoice charges remain outstanding and owed by you after the thirtieth (30th) day from the date of the invoice notifying you of the charges; or

b. You fail to comply with a request by Vocaltone for security for the payment for Services.

3.       The discontinuance of Service(s) by Vocaltone pursuant to these provisions does not relieve you of any obligation to pay Vocaltone for charges due and owing for Service(s) furnished up to the time of discontinuance. Vocaltone may charge you a Disconnect Fee if your Service is canceled pursuant to either section VI(B) above.

4.       Vocaltone may suspend or discontinue the Service generally or disconnect your Service, at any time in its sole and absolute discretion. If Vocaltone discontinues the Service generally, or disconnects your Service without a stated reason, you will only be responsible for charges accrued through the date of disconnection, including a pro-rated portion of the final month's charges. If your Service is disconnected because you breached the terms presented in this Agreement, you will be responsible for the full month's charges to the end of the current term, including, without limitation, unbilled charges, plus the termination fee, if applicable, all of which will immediately become due and payable.

VII. LIABILITY

A. Vocaltone will not be liable for: (i) any failure of performance due to causes beyond its control, including, but not limited to, acts of God, fires, floods or other catastrophes; national emergencies, insurrections, riots or wars, acts of terrorism, strikes, lockouts, work stoppages or other labor difficulties; and any law, order, regulation or other action of any governing authority or agency thereof; or (ii) delayed installation of Vocaltone 's facilities or commencement of Service.

B. With respect to any other factual allegation, legal claim, or dispute by you or by any others, for damages associated with the ordering (including the reservation of any specific number for use with a Service), installation (including delays thereof), provision, termination, maintenance, repair, interruption, or restoration of any Service or facilities offered by Vocaltone , Vocaltone 's liability, if any, will be limited as follows:

1.       With respect to the attempts to route calls to public safety answering points or municipal emergency service providers, as described in Section II, Vocaltone 's liability, if any, will be limited to the lesser of: (a) the actual monetary damages incurred and proved by you as the direct result of Vocaltone 's action, or failure to act, in routing the call, or (b) the sum of $1,000.00.

2.       With respect to the provisioning of, or any error or omission in, data, information, or content furnished in connection with any service provided by Vocaltone , for example, Directory Assistance, Vocaltone 's liability will be limited to the lesser of: (a) the amount of actual money damages proven by you to have been incurred as the proximate result of your reliance on such data, information, or content; or (b) $100.00.

3.       Vocaltone shall not be liable for any delays or incompletion or costs or charges pursuant to a delay or incompletion in local number portability (LNP).

C. IN NO EVENT WILL VOCALTONE BE LIABLE TO YOU FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE LOSS OR DAMAGE OF ANY KIND, INCLUDING LOST PROFITS (WHETHER OR NOT VOCALTONE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES) BY REASON OF ANY ACT OR OMISSION IN ITS PERFORMANCE UNDER THIS AGREEMENT. THIS SECTION SURVIVES TERMINATION OF THIS AGREEMENT.

D. Vocaltone will be indemnified, defended, and held harmless by you against all claims of loss or damage arising from the use of Service furnished by Vocaltone , including:
1.       Allegations or claims for libel, slander, invasion of privacy, or infringement of copyright arising out of the material, data, information, or other content transmitted via Vocaltone Service; and
2.       All other allegations and claims arising out of any intentional act or omission by you or others authorized by you to use the Service, in connection with any Service provided by Vocaltone .

E. VOCALTONE MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES ABOUT ITS SERVICES AND DISCLAIMS ANY IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE OR NONINFRINGEMENT.
VOCALTONE DOES NOT AUTHORIZE ANYONE TO MAKE A WARRANTY ON VOCALTONE'S BEHALF AND YOU MAY NOT RELY ON ANY STATEMENT OF WARRANTY AS A WARRANTY BY VOCALTONE.

F. Vocaltone will not be liable for any act or omission of any other company or companies furnishing a portion of the Service, or from any act or omission of a third party, including those vendors participating in Vocaltone offerings made to you, or for damages associated with the Service, or Equipment that it does not furnish, or for damages that result from the operation of customer provided systems, Equipment, facilities or services that are interconnected with Vocaltone Services.

VIII. DISPUTE RESOLUTION

IT IS IMPORTANT THAT YOU READ THIS ENTIRE SECTION CAREFULLY. THIS SECTION PROVIDES FOR RESOLUTION OF DISPUTES THROUGH FINAL AND BINDING ARBITRATION BEFORE A NEUTRAL ARBITRATOR INSTEAD OF IN A COURT BY A JUDGE OR JURY OR THROUGH A CLASS ACTION.

A. Binding Arbitration

Mandatory Arbitration and No Jury Trial. Except to the extent contrary to applicable law, any dispute or claim between you, any member of your household or any guest or employee of you and us arising out of or relating to the Service or Device will be resolved by arbitration before a single arbitrator administered by a Canadian arbitration organization of our choosing. The arbitration shall take place in Toronto, Ontario and shall be conducted in English. The arbitrator's decision will follow the plain meaning of the relevant documents, and will be final and binding. Without limiting the foregoing, the parties agree that no arbitrator has the authority to: (i) award relief in excess of what this Agreement provides; or (ii) award punitive or exemplary damages. Judgment on the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SERVICE MUST BE FILED WITHIN ONE (1) YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION AROSE OR BE FOREVER BARRED, except to the extent such a limitation is prohibited by applicable law. All claims shall be arbitrated individually. Except to the extent contrary to applicable law, you shall not bring, or join any class action of any kind in court or in arbitration or seek to consolidate or bring previously consolidated claims in arbitration. THIS ARBITRATION PROVISION CONSTITUTES A WAIVER OF ANY RIGHT TO A JURY TRIAL AND AN AGREEMENT TO BE SUBJECT TO JURISDICTION IN, AND CONDUCT ARBITRAL PROCEEDINGS IN, ONTARIO.

NO DISPUTE MAY BE JOINED WITH ANOTHER LAWSUIT, OR IN AN ARBITRATION WITH A DISPUTE OF ANY OTHER PERSON, OR RESOLVED ON A CLASS-WIDE BASIS. THE ARBITRATOR MAY NOT AWARD DAMAGES THAT ARE NOT EXPRESSLY AUTHORIZED BY THIS AGREEMENT AND MAY NOT AWARD PUNITIVE DAMAGES OR ATTORNEYS' FEES UNLESS SUCH DAMAGES ARE EXPRESSLY AUTHORIZED BY A STATUTE. YOU AND VOCALTONE BOTH WAIVE ANY CLAIMS FOR AN AWARD OF DAMAGES THAT ARE EXCLUDED UNDER THIS AGREEMENT.

B. Arbitration Information and Filing Procedures

Before you take a dispute to arbitration or to small claims court, you must first contact our Customer Support Center representative at the customer service number on your Vocaltone invoice for the Services, or write to us at the following address and give us an opportunity to resolve the dispute:
Vocaltone Networks, Inc.
1610 Upper Ottawa Street
Hamilton, ON L8W2K7
Attention: Customer Support Center

You must describe your dispute and provide Vocaltone with any supporting documentation. Likewise, if Vocaltone has a dispute with you, it will notify you by letter sent to your billing address and attempt to resolve it before pursuing arbitration.

If the dispute cannot be satisfactorily resolved within sixty (60) days from the date you or Vocaltone is notified by the other of a dispute, then either party may then contact the arbitrator in writing.

ANY CLAIM OR DISPUTE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES MUST BE BROUGHT WITHIN TWO (2) YEARS AFTER THE DATE THE BASIS FOR THE CLAIM OR DISPUTE FIRST ARISES.

C. Fees and Expenses of Arbitration

Each party must pay its own expenses associated with any arbitration, including its attorney's fees. If you file a request for arbitration, you will have to pay a filing fee in accordance with the arbitration fee schedule.

D. In addition to the procedures described in this Section for resolving a dispute, you may also have the right to file a complaint with an appropriate federal or state regulatory agency.

IX. MISCELLANEOUS PROVISIONS

A. Entire Agreement.

These Terms and Conditions constitute the entire Agreement between you and Vocaltone , and supersede any and all prior agreements, oral or written, concerning the subject matter. If there is any inconsistency or conflict between the terms of any calling plan, promotion, and/or authorized written communications you have received and the provisions of this Agreement, the provisions of this Agreement will control.

B. No Obligation to Assist in Switching to a Different Provider.

If you voluntarily cancel your Vocaltone account or if Vocaltone cancels your Service for any reason set forth above, Vocaltone will have no obligation whatsoever to assist you in any respect in switching from Vocaltone to another service provider.

C. Assignment.

Customers may not modify or assign this Agreement. In its sole discretion, Vocaltone may assign this Agreement.

D. No Waiver of Rights.

If either party fails to enforce any right or remedy under this Agreement, that does not waive the right or remedy for any other breach or failure.

E. Binding Effect.

This Agreement is binding upon you and Vocaltone and upon, respectively, your and Vocaltone 's agents and heirs.

F. Severability.

If any part or provision of this Agreement is finally determined to be invalid or unenforceable under applicable law by a court of competent jurisdiction, then that part or provision will be ineffective only to the extent of such invalidity or unenforceability, without in any way affecting the remaining parts or provisions of this Agreement.

G. Governing Law.

The Agreement and the relationship between you and us is governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein without regard to its conflict of law provisions. To the extent court action is initiated to enforce an arbitration award or for any other reason consistent with Mandatory Arbitration and No Jury Trial Described above, you shall submit to the personal and exclusive jurisdiction of the courts located within the Province of Ontario and waive any objection as to venue or inconvenient forum.

H. Survival.

Any liability or obligation of a party to the other party under the provisions of Sections I, II, IV, V and VII as applicable, will, in each case, survive cancellation or termination of this Agreement.

I. Headings of No Force or Effect.

Headings in this Agreement are for reference only and have no effect on the meaning of any provision.

J. French Language.

The parties confirm that it is their express wish that this agreement, as well as any other documents relating to this agreement, including notices, schedules and authorizations, have been and shall be drawn up in the English language only. Les parties aux présentes confirment leur volonté expresse que cette convention, de même que tous les documents s'y rattachant, y compris tous avis, annexes et autorisations s'y rattachant, soient rédigés en langue anglaise seulement.