Terms and Conditions of Service

1. What are the Terms and Conditions of Service?

The terms and conditions of service (“Service Terms”) govern your use of any Services, as defined below.

Throughout this document:

• “Telarite” means Telarite, its parents, subsidiaries and affiliates;
• “Telarite Parties” means Telarite, its partners, licensors, dealers, representatives, suppliers and agents (and their respective employees, officers, directors, shareholders and representatives);
• “E9-1-1” means enhanced 9-1-1 service which may provide emergency services personnel with your location information and phone number;
• “Equipment” means any device, equipment or hardware used to access the Services or used in conjunction with the Services;
• “I”, “me”, “you”, “your” and “yours” refer to you but also to persons that you authorize to use the Service or act as your agent with regard to the Service;
• “Identifiers” means e-mail addresses, phone numbers, account numbers, personal identification numbers (“PINs”), Internet Protocol addresses, personal web page addresses, access codes and any other identifier assigned to you by Telarite;
• “Policies” are defined in Section 11 of the Service Terms;
• “Service Agreement” means an agreement setting out the terms for Services. Service Agreements are available on the Website at https://www.telarite.com/terms/;
• “Services” mean any services that you subscribe to or receive through Telarite, including but not limited to various Internet access services, hosted PBX and VoIP services. All Equipment and Software (as defined in this section) are considered elements of the Services;
• “Software” means any software used to access the Services or used in conjunction with the Services;
• “us”, “we”, “our” or “ourselves” means Telarite;
• “VoIP” means Voice over Internet Protocol services; and
• “Website” means all content on the https://telarite.com/ domain.

2. What is included as part of my Agreement for Services with Telarite?

The “Agreement” includes the Service Terms, Service Agreements for Services to which you subscribe, any Telarite document describing features, products or services and any other document incorporated by reference together with these Service Terms. In the event of an inconsistency between the constituent documents of the Agreement, the inconsistency will be resolved by giving preference first to a Service Agreement, then to the Service Terms, and lastly to any other Telarite documentation describing features, products or services.

3. How do I accept this Agreement?

By using the Services or allowing Services to be installed at your premises, you acknowledge that you have read, understood and agree to the Service Terms. If you do not agree to the Service Terms, you may not use the Services.

4. How long does the Agreement last?

The “Term” of your Agreement with Telarite begins when you accept the Agreement and will continue until the Agreement is terminated. Telarite provides Services to you on an ongoing month-to-month basis.

5. Can Telarite change the Agreement?

Telarite can change the Agreement and any aspect of the Services. Before we make any changes to the Agreement, we will give you at least thirty (30) days’ written notice by email, or letter to the contact information that you have provided to us or by bill insert or posting the notice on our Website.

If you continue to use the Service after thirty (30) days from the effective date indicated in the notice, the new service term will become effective.

The process for the introduction of new Policies and amendments to existing Policies is different. New Policies are effective as of the day they are posted by Telarite on the Website. Likewise, changes to existing Policies are effective as of the date that they are posted to the Website.

Account, Billing and Payment

6. What if I do not agree with a change that Telarite makes to the Agreement?

If you do not agree with a change made by Telarite, you may cancel the affected Services in accordance with Section 33.

7. How does Telarite bill me for the Services?

Telarite will bill you monthly, in advance. You must pay all recurring and one-time charges (“Fees”) and all applicable taxes due for Telarite services by the due date specified in your invoice. Telarite may bill you monthly in arrears for certain Fees. Service Agreements may also modify the billing terms for certain Services.

8. How can I pay my bill?

You can pay your bill: (1) online through a bank account from a list of select financial institutions (provided to you upon request) that Telarite may change from time to time; (2) with select credit cards; (3) with Visa debit; or (4) by pre-authorized bank account withdrawal.

You confirm that you are an authorized user of the credit card or bank account and that it is valid and has not expired. You must promptly advise Telarite if your credit card or bank account information changes.

9. What charges apply to rejected payments and other account processing actions?

If Telarite does not receive payment of your bill within 30 days of the bill date, you will be charged late payment fees of 2% monthly (26.82% per annum).

Administrative charges in the amount of $25.00 may be levied for administration or account processing activities in connection with your account, including as a result of the following:

• collection efforts due to non-payment or having a balance over your credit limit, including unbilled usage and pending charges, fees and adjustments;
• returned or rejected payments due to non-sufficient funds (“NSF”) or any other reason;
• change of any Identifier; and/or
• the restoral of Service

10. What if I dispute Fees on my invoice?

If you have any questions, disputes or discrepancies to report regarding Fees, you must do so within ninety (90) days of the invoice date. Failure to notify us within this time period will constitute your acceptance of such Fees. We will investigate disputes and if, in our sole discretion, we determine that a portion of the Fees was incorrectly charged, then we will reverse the disputed portion of the Fees. You must pay the undisputed portion of the Fees in accordance with Section 8.

Your Responsibilities

11. Does Telarite have any policies that apply to the Services?

Yes. From time to time, Telarite may establish policies, rules and limits (collectively “Policies”) concerning the use of the Services, Equipment and any products, content, applications or services used in conjunction with the Services or Equipment. The Policies are incorporated into these Service Terms by reference. Policies are published by unambiguous links on the Website. The terms of Section 5 apply to the introduction of new Policies or changes to existing Policies.

12. Are there any limits to my use of the Services?

Yes. You agree to comply with and use the Services for your own personal use, in accordance with the Agreement and all applicable laws. You also agree not to:

• Resell the Services, receive any charge or benefit for the use of the Services; and
• Transfer your Services without our express consent.

You must also follow any Policies setting out acceptable use guidelines for the Services and Equipment.

13. How can I be sure that Telarite has accurate contact information for my account?

You are responsible for keeping the contact and payment information you provide to Telarite (including name, mailing address, email address, address where the Services will be provided to you, phone number, and any authorized users) up to date. If this Agreement is cancelled, you will provide Telarite with forwarding information for final invoices or correspondence if your new contact information is different from the information we have on file. Failure to provide a forwarding address may result in the forfeiture of any outstanding credits or deposits on your account.

14. What am I responsible for if my Telarite account is compromised?

You must notify Telarite immediately should you suspect unauthorized use of the Services or if Equipment is lost or stolen. You are responsible for payment of all Fees and taxes charged to your account, whether authorized by you or not, which is why it is so important to protect your account and keep account information (including authorized users) up-to-date.

Telarite Services

15. Are there any warranties on the Services?

To the maximum extent permitted by law, Telarite Parties do not guarantee or warrant the performance, availability, coverage, uninterrupted use, security, pricing or operation of the Services or any products, content, applications, services, facilities, connections or networks used or provided by us or third parties.

You bear the entire risk as to the use, access, transmission, availability, reliability, timeliness, quality, security and performance of the Services.

Telarite Parties do not make any express or implied representations, warranties or conditions, including warranties of title or non-infringement, or implied warranties of merchantable quality or fitness for a particular purpose, with regard to the Services or any products, content, applications, services, facilities, connections or networks used or provided by us or third parties.

All representations, warranties and conditions of any kind, express or implied, are excluded to the maximum extent permitted by applicable law. To the maximum extent permitted by applicable law, no advice or information, whether oral or written, obtained by you from the Telarite Parties creates any term, condition, representation or warranty not expressly stated in the Agreement.

16. Does this mean that there may be circumstances where I cannot use my Services?

Yes. The Services may be unavailable from time to time due to planned or unplanned events. Telarite shall not be liable for any damages resulting from the interruption or failure of the Services.

Telarite may, at any time, without notice to you, impose limits on, suspend, interrupt or terminate the Services if Telarite determines, in its sole discretion, that you have violated these Service Terms, acted contrary to any applicable law or regulation, are using the Services in a manner that Telarite determines, in its sole discretion, to not be in accordance with the intended purpose of the Services, or to protect the network or other Telarite customers.

17. What are my options if the Services are interrupted?

In the event of a Service interruption or failure, your sole remedy is to obtain a credit equal to the charges for the affected Services on a pro-rated basis, provided you have given Telarite notice of the Service interruption. The credit will be applied to your next invoice. No credit will be issued for interruptions caused by your actions or omissions, force majeure events, or scheduled maintenance.

18. How does Telarite handle my personal information?

Telarite collects, uses and discloses personal information about you in accordance with its Privacy Policy, which is incorporated into these Service Terms. By accepting the Agreement, you consent to Telarite’s collection, use and disclosure of your personal information in accordance with the Privacy Policy. Telarite may monitor your use of the Services and retain records of that use. You have the right to access your personal information held by Telarite, subject to applicable law.

19. Does Telarite own the Identifiers assigned to me?

Yes. All Identifiers assigned by Telarite remain the property of Telarite. Upon termination of the Services, any Identifiers assigned by Telarite may be reassigned by Telarite. You must immediately stop using the Identifiers upon termination of the Services.

Emergency Services

20. Can I use Telarite for emergency calls?

Telarite provides Enhanced 9-1-1 (E9-1-1) service where available. You acknowledge and understand that E9-1-1 service may not be available in all areas and that there are limitations and circumstances in which E9-1-1 service through Telarite may not function.

You acknowledge that E9-1-1 service may not function if: (a) there is a power outage or disruption at your location; (b) your broadband Internet service is disrupted, impaired or ceases to function; (c) you move your Equipment to a different location without updating your registered address; or (d) you use the Services on a device other than a registered device.

You acknowledge that Telarite may be required to provide your registered location information to emergency authorities and you consent to such disclosure.

21. What should I do to ensure E9-1-1 works properly?

To ensure E9-1-1 service works as effectively as possible:

• Register your location with Telarite and update your registered address whenever you move your Equipment to a new location;
• Have a backup power source such as an Uninterruptible Power Supply (UPS) for your Equipment;
• Always have an alternative means of calling 9-1-1, such as a traditional telephone line or mobile phone, available in the event that E9-1-1 service through Telarite is unavailable.

Equipment

22. What are my responsibilities with respect to Equipment?

You are responsible for all Equipment used in connection with the Services, including Equipment provided by Telarite. You must use the Equipment only in accordance with applicable laws and the Agreement.

If Telarite provides Equipment to you, you will keep the Equipment in good condition and use it only for purposes of accessing the Services. You will not modify, alter or damage any Equipment provided by Telarite, and must return the Equipment to Telarite in good condition upon termination of the Services, failing which you may be charged for the replacement cost of the Equipment.

23. What happens if Equipment is lost, stolen or damaged?

You are responsible for the cost of repair or replacement of Equipment, whether lost, stolen, or damaged, regardless of cause. If Equipment provided by Telarite is lost, stolen or damaged, you must notify Telarite immediately and pay the applicable replacement or repair charges. Telarite reserves the right to suspend the Services if Equipment is lost or stolen and not reported promptly.

Intellectual Property

24. Who owns the intellectual property related to the Services?

All intellectual property rights in the Services, Equipment and Software, including all copyrights, patents, trademarks, trade secrets and other intellectual property rights, are and will remain the exclusive property of Telarite or its licensors.

Nothing in the Agreement grants you any right, title or interest in or to any intellectual property rights in the Services, Equipment or Software. You may not copy, modify, reverse engineer, disassemble, decompile, or create derivative works based on the Services, Equipment or Software.

Limitation of Liability

25. What is Telarite’s liability to me?

To the maximum extent permitted by applicable law, the Telarite Parties will not be liable to you for any indirect, incidental, special, consequential or punitive damages, including but not limited to loss of profits, loss of data, loss of business, or loss of goodwill, even if Telarite has been advised of the possibility of such damages.

To the maximum extent permitted by applicable law, the total liability of the Telarite Parties to you for any claims arising out of or in connection with the Agreement will not exceed the total Fees paid by you to Telarite in the three (3) months preceding the event giving rise to the claim.

26. Are there circumstances in which Telarite has no liability to me?

Yes. The Telarite Parties will have no liability to you for any damages or losses arising from or in connection with:

• your use or inability to use the Services;
• any unauthorized access to or use of your account or personal information;
• any interruption or cessation of the Services;
• any bugs, viruses, or other harmful code that may be transmitted through the Services;
• any loss or damage to data or content transmitted through or stored in connection with the Services;
• any third-party conduct or content;
• events beyond the reasonable control of Telarite, including acts of God, natural disasters, labour disputes, or governmental actions.

Indemnification

27. Am I required to indemnify Telarite?

Yes. You agree to defend, indemnify and hold harmless the Telarite Parties from and against any claims, damages, obligations, losses, liabilities, costs or debt and expenses (including legal fees) arising from: (a) your use of and access to the Services; (b) your violation of any term of the Agreement; (c) your violation of any third party right, including without limitation any copyright, property, or privacy right; or (d) any claim that your use of the Services caused damage to a third party.

General

28. What law governs the Agreement?

The Agreement is governed by and construed in accordance with the laws of the Province of Nova Scotia and the federal laws of Canada applicable therein, without regard to conflict of law principles. You agree to submit to the exclusive jurisdiction of the courts located in the Province of Nova Scotia for resolution of any dispute arising from or related to the Agreement.

29. Is the Agreement the entire agreement between us?

The Agreement constitutes the entire agreement between you and Telarite with respect to the Services and supersedes all prior and contemporaneous agreements, communications, representations and proposals, whether oral or written, relating to the subject matter hereof. No amendment or modification of the Agreement will be effective unless agreed to in writing by Telarite.

30. What if some part of the Agreement is found to be unenforceable?

If any provision of the Agreement is held by a court of competent jurisdiction to be contrary to law, the remaining provisions of the Agreement will remain in full force and effect. Telarite’s failure to enforce any right or provision of the Agreement shall not constitute a waiver of such right or provision.

31. Can Telarite transfer the Agreement to another party?

Telarite may assign or transfer its rights and obligations under the Agreement at any time without notice to you. You may not assign or transfer your rights or obligations under the Agreement without the prior written consent of Telarite.

32. How does Telarite communicate important notices to me?

Telarite may provide you with notices, including notices regarding changes to the Agreement, by email, regular mail, posting on the Website, or through the Services. Notices sent by email will be effective when sent if Telarite has a valid email address for you. Notices sent by regular mail will be effective three (3) days after mailing. Notices posted on the Website or through the Services will be effective upon posting.

Cancellation and Termination

33. How do I cancel my Services?

You may cancel the Services at any time by providing Telarite with at least thirty (30) days’ written notice. You will be responsible for all Fees incurred up to and including the date of cancellation, including any outstanding balances.

Upon cancellation, you must return any Equipment provided by Telarite within thirty (30) days. Failure to return Equipment may result in additional charges. Telarite will not issue refunds for any unused portion of prepaid Fees upon cancellation.

34. Can Telarite terminate my Services?

Yes. Telarite may immediately suspend or terminate your Services, without notice, if:

• you fail to pay any amounts due under the Agreement;
• you violate any provision of the Agreement or any applicable law or regulation;
• Telarite reasonably suspects fraud or abuse in connection with your account or the Services;
• you provide false or misleading information to Telarite;
• Telarite determines, in its sole discretion, that continuation of the Services is not commercially viable.

Upon termination of the Services by Telarite for cause, you will remain liable for all outstanding Fees and charges.

Contact Telarite with questions about these terms, or reach us at info@telarite.com or 1-800-987-6349. See also our Privacy Policy and Business Phone Services.