TERMS AND CONDITIONS

These Terms and Conditions govern this agreement ("Agreement")  between UnifiedDirect ("we," "us" or "UnifiedDirect") and you an end user ("you ") of UnifiedDirect's Softphone and Instant Messaging Service providing residential and small business with communications services and any related products or services ("Service"). This Agreement governs the Service and any Equipments - such as a VoIP phone, analog telephone adaptor, multimedia terminal adapter, or computer operating software enabling the Service (each alone or all collectively known as "Equipment") - website, or software used in conjunction with the Service.

BY ESTABLISHING, ACTIVATING, USING, OR PAYING FOR THE SERVICE, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD THESE TERMS, YOU AGREE TO THE TERMS AND CONDITIONS IN THIS AGREEMENT, AND YOU REPRESENT THAT YOU ARE OF LEGAL AGE TO ENTER THIS AGREEMENT AND BECOME BOUND BY ITS TERMS, INCLUDING THOSE PERTINENT TO 911 EMERGENCY DIALING, AND TO THE PRICES, CHARGES, AND CONDITIONS PROVIDED TO YOU IN ASSOCIATION WITH YOUR ENROLLMENT, INCLUDING MARKETING MATERIALS AND THE UNIFIEDDIRECT WEBSITE, WHICH ARE INCORPORATED HEREIN BY REFERENCE..

EMERGENCY SERVICES - 9-1-1 DIALING
PLEASE READ THIS INFORMATION REGARDING 911 VERY CAREFULLY. BY ACTIVATING AND PAYING FOR THE SERVICE, YOU ACKNOWLEDGE AND AGREE TO THE LIMITATIONS OF UNIFIEDDIRECT 911 EMERGENCY DIALING SERVICE AND UNDERSTAND THE DISTINCTIONS BETWEEN SUCH SERVICE AND TRADITIONAL 911 OR E911 CALLS.  You agree to notify any user who may place calls using your Service, including any household residents or guests who may be present in your household, of the limitations of UnifiedDirect 911 Emergency Dialing.

911 & service limitations.
The federal communications commission (FCC) requires that UnifiedDirect provide E911 service to all end users who use UnifiedDirect services within the United States and subscribe to a plan that enables calls to and from the PSTN.

911 acknowledgement
You agree that UnifiedDirect’s equipment and services do not support 911 emergency dialing or other emergency functions in the same way that traditional wireline 911 services work. You agree to notify any potential user of the services, who may place calls using your services, of the 911 limitations described herein. UnifiedDirect will provide you with warning labels regarding the limitations or unavailability of 911 emergency dialing. You agree to place a label on and/or near each telephone or other customer premise equipment on which the services may be utilized. You agree to respond and affirmatively acknowledge that UnifiedDirect has advised you of the circumstances under which UnifiedDirect E911 service may not be available or may be limited in comparison to traditional 911 emergency dialing.  UnifiedDirect advises you to maintain an alternative means of accessing traditional 911 services.

UnifiedDirect E911 service is a mandatory component of all PSTN plans.  E911 service is not offered on softphone basic accounts, virtual numbers, toll-free numbers or similar service accessories or add-on plans.  E911 service is only available in selected areas.  End users who subscribe to UnifiedDirect E911 service will be required to register the physical location of their equipment (pc with softphone installed) with UnifiedDirect, either on the UnifiedDirect website or by calling customer service, and agree to update the location whenever the physical location of service changes.  You acknowledge that UnifiedDirect’s only mechanism for routing 911 calls to the correct emergency call taker is the physical location currently registered for the account.  You acknowledge and understand that any enhanced location information passed to an emergency operator by UnifiedDirect will be based upon the physical location provided to UnifiedDirect by you.  In the event that the physical location has not been updated or is not complete, UnifiedDirect may attempt to route a 911 call based upon the bill-to or ship-to addresses associated with the your account or initial order.

End users who are required to subscribe to UnifiedDirect E911 service will be subject to a one-time provisioning fee, to a monthly E911 service charge and to any state or local surcharges or taxes that may be applicable ("E911 fees"). The E911 fees shall be in addition to the applicable residential or business plan charges for the associated line. E911 fees are assessed "per-line" (that is, on a per phone number basis), and include costs related to providing UnifiedDirect E911 service, including expenses UnifiedDirect incurs, either directly or indirectly, in the form of state, county or municipal E911 surcharges, E911 automatic location information (ali) database storage, line information database and caller id (lidb/cnam) expenses, and any other taxes or surcharges directly or indirectly associated with the provision of services to end users subscribing to this service. UnifiedDirect reserves the right to adjust the level of charges associated with the provision of E911 services to reflect increases or decreases in the costs it incurs. The monthly E911 service charge is not a tax or charge required or assessed by any government entity.

You also acknowledge that UnifiedDirect E911 service has certain characteristics that distinguish it from traditional, legacy, circuit-switched 911 service. These characteristics may make UnifiedDirect E911 services unsuitable for some end users. Because circumstances vary widely, you should carefully evaluate their own circumstances when deciding whether to rely solely upon UnifiedDirect E911 service. You acknowledge that it is your responsibility to determine the technology or combination of technologies best suited to meet your emergency calling needs, and to make the necessary provisions for access to emergency calling services (such as maintaining a conventional landline phone or wireless phone as a backup means of completing emergency calls). The following characteristics distinguish UnifiedDirect E911 service from traditional, legacy, circuit-switched 911 service:

• UnifiedDirect E911 service will not function if your phone or softphone fails or is not configured correctly or if your UnifiedDirect service is not functioning for any reason, including, but not limited to, electrical power outage, broadband service outage, or suspension or disconnection of service because of billing or other issues. If there is a power outage, you may be required to reset or reconfigure the equipment before being able to use the UnifiedDirect service, including for E911 purposes.
• after initial activation of the E911 service, and following any change of and update to your physical location, there may be some delay before the automatic number and location information is passed to the local emergency service operator. This information is typically populated into our nomadic E911 databases prior to service activation, but no guarantee can be made that the automatic number and location information will be activated within this schedule.
• the local emergency service operator receiving UnifiedDirect E911 emergency service calls may not have a system configured for E911 services or be able to capture and/or retain automatic number or location information. This means that the operator may not know the phone number or physical location of the person who is making the UnifiedDirect E911 call. Due to technical factors in network design, and in the event of network congestion on the UnifiedDirect network, there is a possibility that a UnifiedDirect 911 call will produce a busy signal or will experience unexpected answering wait times and/or take longer to answer than 911 calls placed via traditional, legacy, circuit-switched telephone networks.
• if you do not correctly identify the actual location where the UnifiedDirect equipment or the computer with softphone installed will be located at the time of activation of the service, UnifiedDirect E911 communications may not be directed to the correct local emergency operator.

You acknowledge and understand that UnifiedDirect will not be liable for any service outage and/or inability to dial 911 or any other emergency telephone number using UnifiedDirect or to access an emergency service operator due to the 911 dialing characteristics and limitations set forth in this agreement.

You agree to defend, indemnify, and hold harmless UnifiedDirect, its officers, directors, employees, affiliates and agents and any other service provider who furnishes services to you in connection with the services, from any and all claims, losses, damages, fines, penalties, costs and expenses (including, without limitation, reasonable attorney fees) by, or on behalf of, you or any third party or user of the service relating to the failure or outage of the service, including those related to 911 dialing.

If you are not comfortable with the limitations of the 9-1-1 Dialing service, you should consider having an alternate means of accessing traditional 9-1-1 or E9-1-1 services or disconnecting the Service.

SERVICE
Monthly Term.
This Service is offered on a month-to-month basis beginning on the date that UnifiedDirect activates your Service and ends on the day before the same date in the following month. Subsequent terms of this Agreement automatically renew on a monthly basis you must give us written notice of non-renewal at least ten (10) days prior to the end of the monthly term in which the notice is given. You are purchasing the Service for full monthly terms, if you disconnect 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, all of which will immediately become due and payable. You will also be responsible for the next full month's charges if you do not provide the required ten-day notice of disconnection prior to the expiration of the then-current term. Expiration of the term or Service disconnection will not excuse you from paying all accrued and unpaid charges due under this Agreement.

Other Term Commitments. If you accept an equipment upgrade or other promotion, such as a free month of service, a rebate or other incentive, there may be a term commitment associated with the benefit you accepted. Your term begins the date you activate the new equipment or accept the promotion and ends on the last day of the commitment period as disclosed as part of the promotion. If you disconnect service prior to the end of the commitment period, you agree to pay UnifiedDirect a recovery fee for the equipment and/or promotion you accepted. Recovery fees are cumulative and in addition to any other charges or fees you may owe UnifiedDirect and any fees or charges UnifiedDirect requires upon service disconnection.  Each recovery fee is an amount equal to the difference between the price you paid and the regular price of the good or service at the time you accepted the equipment or promotion.

Residential Use of Service and Equipment.
If you subscribe to UnifiedDirect's residential services, the Service and the Equipment are provided to you only for residential use. You can not resell or transfer the Service or the Equipment to another party without our prior written consent. You are prohibited from using the Service or the Equipment for telemarketing (including, without limitation, charitable or political solicitation or polling), continuous or extensive call forwarding, auto-dialing, fax or voicemail broadcasting or fax or voicemail blasting. We reserve the right to immediately disconnect or modify your Service if we determine, at our sole and absolute discretion, that your use of the Service or the Equipment is, or at any time was, inconsistent with normal residential usage patterns. Additionally, you will be required to pay our higher rates for commercial service for all periods in which your use of the Service or the Equipment was inconsistent with normal residential use.

Small Business Use of Service and Equipment.
If you subscribe to UnifiedDirect's Small Business services, the Service and Equipment are provided to you as a small business user. You may not resell or transfer the Service or the Equipment for telemarketing (including, without limitation, charitable or political solicitation or polling), continuous or extensive call forwarding, auto-dialing, fax or voicemail broadcasting or fax or voicemail blasting.  If we determine, in our sole and absolute discretion, that you have at any time used the Service or the Equipment for any of the previously or similar activities we reserve the right to immediately disconnect or modify your Service.

Customer Support Service.
You have two options for free support, you can either use email or check the FAQ's to see if your problem has been encountered by other customers. Email support is usually handled within 24 hour, although under unusual circumstances for example a hevier than usual volume of emails in which case it may be longer. Should you feel your problem cannot be solved UnifiedDirect offers live support; this support is a chargeable item and will be billed to your credit card we have on file. There is a 15 minute minimum charge.

Voice Mail Storage.
UnifiedDirect reserves the right to limit the amount of voice mail stored for you to an amount considered by UnifiedDirect to be reasonable.

Instant Messaging Contacts.
UnifiedDirect reserves the right to limit the number of IM Contacts each subscriber may have..

Offline Instant Message Storage.
UnifiedDirect reserves the right to limit the offline instant message storage.

PROHIBITED USES.
Unlawful and Prohibited Use.
You agree to use the Service and the Equipment only for lawful purposes. You are expressly prohibited from using the Service to transmit or receive any communication or material of any kind when in UnifiedDirect’s sole judgment the transmission, receipt, or possession of such communication or material would constitute, or encourages conduct that would constitute, a crim inal offense, terrorist activity, give rise to a civil liability, or otherwise violate any applicable laws. You are expressly prohibited from using the Service or Equipment that is threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another's privacy, or any similar behavior, including using the Service in a way that interferes with our ability to provide the Service to you or other customers or avoids your obligation to pay for communications services. UnifiedDirect, in its sole discretion, may terminate your Service without advance notice if it believes you have violated the previously mentioned restrictions, or if you act in a manner that is threatening, obscene, harassing, or abusive to UnifiedDirect personnel. You are liable for any and all use of the Service by any person using the Service provided to you and agree to indemnify and hold harmless UnifiedDirect against any and all liability for any such use. If UnifiedDirect, in its sole discretion, believes that you have violated the previous mentioned restrictions, UnifiedDirect may forward personally identifiable information to the appropriate authorities for investigation and prosecution and you hereby consent to such forwarding. In addition, UnifiedDirect will provide information requested by law enforcement agencies, subpoenas, court orders, to protect its rights and property and in the case where failure to disclose the information may lead to imminent harm to the customer or others.  You consent to our forwarding of any such communications and information to these authorities.

Use of Service and Equipment by Customers Outside Canada and the United States.
Although we encourage you to use the Service to place calls to foreign countries from within Canada and the United States, and to make calls while outside of Canada and the United States, we do not presently offer or support the Service in any countries other than the United States and Canada. If you use the Service or the Equipment outside of the United States or Canada, you will be solely responsible for any violations of local laws and regulations resulting from such use. We reserve the right to disconnect your Service immediately if we determine, in our sole and absolute discretion, that you are using the Service in violation of applicable local laws.

Copyright; Trademark; Unauthorized Usage of Equipment; Firmware or Software.
Copyright; Trademark.
The Service and Equipment and any firmware or software used to provide the Service or provided to you in conjunction with providing the Service, or embedded in the Equipment, and all Services, information, documents and materials on UnifiedDirect’s websites are protected by trademark, copyright or other intellectual property laws and international treaty provisions. All of our websites, corporate names, service marks, trademarks, trade names, logos and domain names (collectively "marks") are and will at all times remain the exclusive property of UnifiedDirect. Nothing in this Agreement grants you the right or license to use any of our marks.

Unauthorized Usage of Equipment; Firmware or Software.
For residential and business plan customers only, you have not been granted any license to use the firmware or software used to provide the Service or provided to you in conjunction with providing the Service, or embedded in the Equipment, other than a nontransferable, revocable license to use such firmware or software in object code form (without making any modification thereto) strictly in accordance with the terms and conditions of this Agreement. For residential and business plan customers only, you expressly agree that the Equipment is exclusively for use in connection with the Service and that we will not provide any passwords, codes or other information or assistance that would enable you to use the Equipment for any other purpose. We reserve the right to prohibit the use of any interface Equipment that we have not provided to you. You hereby represent and warrant that you possess all required rights, including software and/or firmware licenses, to use any interface Equipment that we have not provided to you. In addition, you shall indemnify and hold us harmless against any and all liability arising out of your use of such interface Equipment with the Service. You shall not reverse compile, disassemble or reverse engineer or otherwise attempt to derive the source code from the binary code of the firmware or software.

Tampering with the Equipment or Service.
You agree not to change the electronic serial number or equipment identifier, if any, of the Equipment or perform a factory reset of the Equipment without express written permission from UnifiedDirect. We reserve the right to disconnect your Service if we believe, in our sole and absolute discretion, that you have tampered with the Equipment. In the event of such disconnection, you will remain responsible for the full month's charges to the end of the current term, including, without limitation, unbilled charges, plus a disconnection fee, if applicable, all of which will immediately become due and payable. You shall not attempt to hack or otherwise disrupt the Service or make any use of the Service that is inconsistent with its intended purpose.

Theft of Service.
You agree to notify us immediately, in writing or by calling our customer support line, if the Equipment is stolen or if you become aware at any time that your Service is being stolen, fraudulently used or otherwise being used in an unauthorized manner. When you call or write, you must provide your account number and a detailed description of the circumstances of the Equipment theft, fraudulent use or unauthorized use of Service. If you fail to do so in a timely manner your Service may be disconnected and you may be billed for additional charges. You will be liable for all use of the Service using Equipment stolen from you and any and all stolen, fraudulent or unauthorized use of the Service until such time as we receive notice of the theft, fraudulent use or unauthorized use.

Money Back Guarantee: Limitation and Conditions
We will accept the return of the Equipment to us if :
1) you cancel services within the thirty (30) Day Money Back Guarantee Period and
2) you return the Equipment to us within fourteen (14) days of the date you cancelled Service. The Money Back Guarantee period only applies to the initial line ordered on your account, additional lines are excluded;

• Service is cancelled within the first thirty (30) days following the activation of the Service;
• We receive the Equipment within fourteen (14) days of the date you cancelled Service;
• We receive the Equipment in original condition, reasonable wear and tear excluded;
• You return original proof of purchase with the Equipment, together with the original packaging, all parts, accessories, and documentation;
• Prior to returning the Equipment to us, you contact UnifiedDirect Customer Service at 1-773-649-6813 or email us to obtain a valid return authorization (RA) number and the address to return the equipment..
• You must pay all costs of shipping the Equipment back to us unless we indicate otherwise.

If you purchased online, disconnect within the thirty (30) Day Money Back Guarantee Period and return your equipment to UnifiedDirect within fourteen (14) days of cancellation, UnifiedDirect will issue ONE cancellation fee credit to your account. Unless advised otherwise by UnifiedDirect Customer Service, when you return your Equipment, you must write your Return Authorization (RA) number on your packing slip and on the outside of the box. You must also include your contact information, including your name, address, phone number, UnifiedDirect Account Number, and Return Authorization (RA) number inside the package.
If you receive cartons or Equipments that are visibly damaged, you must note the damage on the carrier's freight bill or receipt and keep a copy. In such event, you must keep the original carton, all packing materials and parts intact in the same condition in which they were received from the carrier and contact our customer service department immediately at email us or 1-773-649-6813.

Number Transfer on Service Disconnection.
Upon Service disconnection, we may, in our sole and absolute discretion, subject to applicable law, release to your new service provider the telephone number that you ported (transferred or moved over) to us from your previous service provider and used in connection with your Service if:

• the new service provider is able to accept the number;
• your account has been properly terminated;
• your account is completely current, including payment for all charges and applicable disconnection fees; and
• you request the transfer upon disconnecting your account.

Service Distinctions.
The Service is not a traditional telecommunications service and we provide it on a best efforts basis. Important distinctions exist between traditional telecommunications services and the Service offering that we provide. The Service is subject to different regulatory treatment than traditional telecommunications services. This treatment may limit or otherwise affect your rights of redress before regulatory agencies.

Ownership and Risk of Loss.
You will own the Equipment and bear all risk of loss of, theft of, casualty to or damage to the Equipment, from the time it is shipped to you until the time (if any) when it is returned to us in accordance with this Agreement.

No 0+ or Operator Assisted Calling;
The Service does not support 0+ or operator assisted calling (including, without limitation, collect calls, third party billing calls or calling card calls). The Service may not support 311, 511 and/or other x11 or 8xx numbers services in one or more (or all) service areas. 9-1-1 and 411, are provided for elsewhere in this Agreement)  

No Directory Listing.
The phone numbers you obtain from us will not be listed in any telephone directories. Phone numbers transferred from your local phone company may, be listed unless you have specifically notified us otherwise.

Change of Number.
You have no property right in any phone number assigned to or used by you. We are entitled to change any such number where we determine, in our sole discretion, that such a change is necessary. We will give you reasonable advance written notice of such a change, except in cases of emergency, where oral notice will be given.

INCOMPATIBILITY WITH OTHER SERVICES.
Home Security Systems.
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 alarm monitoring or security system with the Service.

Certain Broadband and Cable Modem Services.
You agree there may be 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.

CHARGES; PAYMENTS; TAXES;
Billing.
When the service is activated, you must provide us with a valid email address and a credit card number from a card issuer that we accept. We reserve the right to stop accepting credit cards from one or more issuers. If your credit card expires, you close your account, your billing address changes, or your credit card is cancelled and replaced on account of loss or theft, you must advise us at once. We will bill all charges, applicable taxes and surcharges monthly in advance to your credit card, including but not limited to:

monthly Service fees; enhanced feature charges; equipment purchases; regulatory recovery fee; taxes when applicable and shipping and handling charges.

The amount of fees and charges will be published on our website and may change from time to time. Notification of monthly invoices will be sent to you via your email address on file with us. Any usage charges will be billed in increments that are rounded up to the nearest minute except as otherwise set forth in the rate schedules found on our website.

The above fees are defined as follows:

Monthly Service Fee - This is the basic charge associated with your service. This fee includes the calling charges defined by your plan, the features associated with your plan and basic account services.

Enhanced Features  - UnifiedDirect charges additional fees for enhanced features and services such as Virtual Phone Number and Call Conferencing.

Equipment Purchases - In most instances, you will pay for equipment associated with your UnifiedDirect service with your credit card.
 
Regulatory Recovery Fee - A regulatory recovery surcharge of $2.25 applies to each phone number. UnifiedDirect uses this fee to pay our regulatory-related fees and expenses, including emergency 911 to recover costs directly associated with developing, implementing and maintaining a nationwide E911 network in compliance with FCC regulations, UnifiedDirect 911 dialing and the UnifiedDirect national 911 emergency call center,  taxes, number portability charges, and related legal fees.

Taxes – If UnifiedDirect is required to bill and collect local, state and federal taxes imposed on UnifiedDirect customers by the various taxing authorities, UnifiedDirect passes all taxes it collects on to the appropriate taxing authority.

Calling Time – If  you require calling time in excess of the time allowed on your plan you must purchase, in advance separately from your monthly billing, the time you require in increments of $5.00, $10.00, $20.00 or $50.00.

If you choose to pay for live customer support you acknowledge that there will be a minimum charge of 15 minutes. You also agree that the Credit Card on file, in your name, will be charged a separate charge for the amount time used. Prices will be posted on the Contact us page of the UnifiedDirect Web Page.

Billing Disputes.
If you dispute any UnifiedDirect charges on your credit card statement you must notify us in writing within seven days after receiving your credit card statement or you will be deemed to have waived any right to contest such charges. All notices of disputed charges should be sent to email us.

PAYMENT AND COLLECTION.
Payment.
We only accept payment by credit card. Your subscription to the Service authorizes us to charge your credit card. This authorization will remain valid until 30 days following receipt of written notice from you terminating our authority to charge your credit card, whereupon we will charge your credit card for the disconnection fee, if applicable, and any other outstanding charges and disconnect your Service. We may disconnect your Service at any time in our sole and absolute discretion if any charge to your credit card is declined or reversed, your credit card expires and you have not provided us with a valid replacement credit card or in case of any other non-payment of account charges.

Collection.
If your Service is disconnected, you will remain fully liable to us for all charges pursuant to this Agreement and any and all costs we incur to collect such amounts, including, without limitation, collection costs and legal fees and expenses.

Disconnection; Discontinuance of Service.
We reserve the right to suspend or discontinue the Service generally, or to disconnect your Service, at any time in our sole and absolute discretion. If we discontinue the Service generally, or disconnect 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 on account of your breach of any provision of 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 disconnection fee, if applicable, all of which will immediately become due and payable.

Taxes.
You are responsible for all applicable federal, state, municipal, local or other governmental sales, use, excise, personal property, public utility, or other taxes, fees or charges now in force or enacted in the future, that arise from or as a result of your subscription or use or payment for the Service or a Equipment.

MONEY BACK GUARANTEE; LIMITATIONS AND CONDITIONS.
Residential and Small Business Customers.
We offer a thirty (30) Day Money Back Guarantee from the date of activation of your Service. The money back guarantee applies only to the first-ordered line per account, not to additional or secondary lines. We will refund the activation fee, the monthly charge for the first month of Service, shipping charges and the disconnection fee provided that:

• you have not exceeded 100 minutes of usage;
• you cancel your Service within the applicable period;
• you return the Equipment to us in original condition, normal wear and tear excluded, within 14 days after the cancellation of your Service;
• the Equipment is returned in the original packaging with the UPC or bar code intact and is accompanied by all components, accessories, parts, manuals, registration cards and other documentation; and
• prior to returning the Equipment to us, you obtain a valid Return Authorization number from our customer service department, which can be reached at email us or 1-773-649-6813.
• Applicable taxes cannot be refunded. You will be responsible for any charges for international usage, payphone calls to UnifiedDirect toll free numbers and directory assistance. We reserve the right to terminate or revoke this Money Back Guarantee at any time, without prior notice.

We will charge you $1.25 USD for each call made to UnifiedDirect directory assistance.

LIMITATION OF LIABILITY; INDEMNIFICATION; WARRANTIES
Limitation of Liability.
We will not be liable for any delay or failure to provide the Service, including 9-1-1 Dialing, at any time or from time to time, or any interruption or degradation of voice quality that is caused by any of the following:

• an act or omission of an underlying carrier, service provider, vendor or other third party;
• equipment, network or facility failure;
• equipment, network or facility upgrade or modification;
• force majeure events such as (but not limited to) acts of God, acts of nature, strikes, fire, war, riot, acts of terrorism and government actions;
• equipment, network or facility shortage;
• equipment or facility relocation;
• service, equipment, network or facility failure caused by the loss of power to you;
• outage of, or blocking of ports by, your ISP or broadband service provider or other impediment to usage of the Service caused by any third party;
• any act or omission by you or any person using the Service or Equipment provided to you;
• or any other cause that is beyond our control, including, without limitation, a failure of or defect in any Equipment, the failure of an incoming or outgoing communication, the inability of communications (including, without limitation, 9-1-1 Dialing) to be connected or completed, or forwarded.

Our aggregate liability under this agreement will in no event exceed the Service charges with respect to the affected time period.

Disclaimer of Liability for Damages.
IN NO EVENT WILL UNIFIEDDIRECT, ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES OR AGENTS OR ANY OTHER SERVICE PROVIDER WHO FURNISHES SERVICES TO YOU IN CONNECTION WITH THIS AGREEMENT OR THE SERVICE BE LIABLE FOR ANY DIRECT, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR FOR ANY OTHER DAMAGES, INCLUDING BUT NOT LIMITED TO PERSONAL INJURY, WRONGFUL DEATH, PROPERTY DAMAGE, LOSS OF DATA, LOSS OF REVENUE OR PROFITS, OR DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE USE OR INABILITY TO USE THE SERVICE, INCLUDING INABILITY TO ACCESS EMERGENCY SERVICE PERSONNEL THROUGH THE 9-1-1 DIALING SERVICE OR TO OBTAIN EMERGENCY HELP. THE LIMITATIONS SET FORTH HEREIN APPLY TO CLAIMS FOUNDED IN BREACH OF CONTRACT, BREACH OF WARRANTY OR CONDITION, PRODUCT LIABILITY, TORT (INCLUDING NEGLIGENCE), INTELLECTUAL PROPERTY INFRINGEMENT, STRICT LIABILITY, FUNDAMENTAL BREACH, BREACH OF A FUNDAMENTAL TERM AND ANY AND ALL OTHER THEORIES OF LIABILITY AND APPLY WHETHER OR NOT WE WERE INFORMED OF THE LIKELIHOOD OF ANY PARTICULAR TYPE OF DAMAGES.

Indemnification and Survival.

Indemnification.
You shall defend, indemnify, and hold harmless UnifiedDirect, its officers, directors, employees, affiliates and agents and any other service provider who furnishes services to you in connection with this Agreement or the Service, from any and all claims, losses, damages, fines, penalties, costs and expenses (including, without limitation, legal fees and expenses) by, or on behalf of, you or any third party or user of the Service, relating to this Agreement or the Services, including, without limitation, 9-1-1 Dialing, or the Equipment.

Survival. The provisions of this Agreement that by their sense and context are intended to survive the termination or expiration of this Agreement shall survive.

No Warranties on Service.
To the extent permitted by applicable law, WE MAKE NO WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABLE QUALITY, REASONABLY ACCEPTABLE QUALITY, FITNESS OF THE SERVICE OR EQUIPMENT FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT OR ANY WARRANTY OR CONDITION ARISING BY USAGE OF TRADE, COURSE OF DEALING OR COURSE OF PERFORMANCE OR ANY WARRANTY OR CONDITION THAT THE SERVICE WILL MEET YOUR'S REQUIREMENTS. WITHOUT LIMITING THE FOREGOING, WE PROVIDE NO WARRANTY OR CONDITION THAT THE SERVICE OR EQUIPMENT WILL BE WITHOUT FAILURE, DELAY, INTERRUPTION, ERROR, AND DEGRADATION OF VOICE QUALITY OR LOSS OF CONTENT, DATA OR INFORMATION. NEITHER UNIFIEDDIRECT NOR ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES OR AGENTS, OR ANY OTHER SERVICE PROVIDER OR VENDOR WHO FURNISHES SERVICES EQUIPMENTS, OR PRODUCTS TO YOU IN CONNECTION WITH THIS AGREEMENT OR THE SERVICE, WILL BE LIABLE FOR UNAUTHORIZED ACCESS TO OUR OR YOUR TRANSMISSION FACILITIES OR PREMISES EQUIPMENT OR FOR UNAUTHORIZED ACCESS TO, OR ALTERATION, THEFT OR DESTRUCTION OF, YOUR'S DATA FILES, PROGRAMS, PROCEDURES OR INFORMATION THROUGH ACCIDENT, FRAUDULENT MEANS OR EQUIPMENTS OR ANY OTHER METHOD, REGARDLESS OF WHETHER SUCH DAMAGE OCCURS AS A RESULT OF UNIFIEDDIRECT'S OR ITS SERVICE PROVIDER'S OR VENDORS' NEGLIGENCE. STATEMENTS AND DESCRIPTIONS CONCERNING THE SERVICE OR EQUIPMENT, IF ANY, BY UNIFIEDDIRECT OR UNIFIEDDIRECT'S AGENTS OR INSTALLERS ARE INFORMATIONAL AND ARE NOT GIVEN AS A WARRANTY OR CONDITION OF ANY KIND.

EQUIPMENT WARRANTIES  
Limited Warranty.
Except as set forth herein, if you received a Equipment from us and the Equipment included a limited warranty at the time of receipt, you must refer to the separate limited warranty document provided with the Equipment for information on the limitation and disclaimer of certain warranties and conditions. Remedies for breach of any such warranties will be limited to those expressly set forth in such documentation.

No Warranty.
If your Equipment did not include a limited warranty from us at the time of receipt, to the extent permitted by applicable law, you are accepting the Equipment "as is", and you are not entitled to replacement, repair or refund in the event of any defect.

Disclaimer. To the extent permitted by applicable law, OTHER THAN WARRANTIES AS TO THE EQUIPMENT EXPRESSLY SET FORTH IN THE DOCUMENTATION PROVIDED WITH THE EQUIPMENT WE MAKE NO WARRANTIES OR CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED, AND SPECIFICALLY DISCLAIM ANY WARRANTY OR CONDITION OF MERCHANTABLE QUALITY, REASONABLY ACCEPTABLE QUALITY, FITNESS OF THE EQUIPMENT FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT OR ANY WARRANTY OR CONDITION ARISING BY USAGE OF TRADE, COURSE OF DEALING OR COURSE OF PERFORMANCE OR ANY WARRANTY OR CONDITION THAT THE EQUIPMENT OR ANY FIRMWARE OR SOFTWARE IS "ERROR FREE" OR WILL MEET CUSTOMER'S REQUIREMENTS. THE FOREGOING WILL NOT BE DEEMED TO LIMIT ANY DISCLAIMER OR LIMITATION OF WARRANTY OR CONDITION SET FORTH IN THE DOCUMENTATION PROVIDED WITH THE EQUIPMENT. EQUIPMENT WARRANTIES DO NOT APPLY TO BUSINESS PLUS CUSTOMERS.

No Third Party Beneficiaries.
This Agreement does not provide any person or entity not a party to this Agreement with any remedy, claim, liability, reimbursement, or cause of action or creates any other third party beneficiary rights.

Content.
You will be liable for any and all liability that may arise out of the content transmitted by or to you or any person, whether authorized or unauthorized, using your Service or Equipment (each such person, a "User"). You shall ensure that your and your User's use of the Service and content comply at all times with all applicable laws, regulations and written and electronic instructions for use. We reserve the right to disconnect or suspend your Services and remove your or your Users' content from the Service, if we determine, in our sole and absolute discretion, that such use or content does not conform to the requirements set forth in this Agreement or interferes with our ability to provide Services to you or others. Our action or inaction under this Section will not constitute any review or approval of your or Users' use or content.

MISCELLANEOUS
Governing Law.
The Agreement and the relationship between you and us are 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 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.

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 Equipment will be resolved by arbitration before a single arbitrator administered by a Canadian arbitration organization of our choosing. The arbitration will take place in Ottawa, Ontario and will 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 Waiver of Rights.
Our failure to exercise or enforce any right or provision of this Agreement will not constitute a waiver of such right or provision.

Entire Agreement.
This Agreement, including any future modifications as may occur within the terms of the Agreement, and the rates for Services found on our website constitute the entire agreement between you and UnifiedDirect and govern the use of the Service by you, members of your household, guests and employees. This Agreement supersedes any prior agreements between you and UnifiedDirect and any and all prior or contemporaneous statements, understandings, writings, commitments, or representations concerning its subject matter.

Severability.
If any part of this Agreement is legally declared invalid or unenforceable, all other parts of this Agreement will remain valid and enforceable. Such invalidity or non-enforceability will not invalidate or render unenforceable any other portion of this Agreement.

FUTURE CHANGES TO THIS AGREEMENT
We may change the terms and conditions of the Service and this Agreement, as well as amounts charged under this Agreement, from time to time. Notices will be considered given and effective on the date posted on our website or as otherwise may be required by applicable law. Subject to applicable law, such changes will become binding on you on the date they are posted to our website and no further notice by us is required upon your continued use of the Service. The Agreement as and when posted or otherwise amended in accordance with applicable law, supersedes all previously agreed to electronic and written terms of service, including, without limitation, any terms included with the packaging of the Equipment. If this Agreement is amended and you do not wish to accept the amendment, you may terminate the Agreement.

PRIVACY
Network Security. UnifiedDirect Service utilizes, in whole or in part, the public Internet and third party networks to transmit voice and other communications. UnifiedDirect is not liable for any lack of privacy which may be experienced with regard to the Service. Please refer to our Privacy Policy for additional information.

Personal Information.
To the extent that personal information is provided by the customer in connection with this Agreement, the customer confirms that he or she consents, and that all other necessary consents have been obtained, to the use and collection by, and disclosure to, UnifiedDirect, assignees of UnifiedDirect, and their respective affiliates, agents and contractors for the following purposes:
(i) providing products and services to the customer,
(ii) contract management and administration,
(iii) establishing a customer relationship and communicating with customers,
(iv) developing, implementing and managing products and services for customers,
(v) assisting in law enforcement purposes and collecting unpaid debts,
(vi) protecting, managing and promoting their business interests and activities;
(vii) providing information to the customer on other products and services which may be available; and
(viii) otherwise as required or permitted by law. The customer may withdraw his or her consent in respect of clause (vii) above, without affecting his or her other arrangements with UnifiedDirect, by notifying UnifiedDirect in writing. Further information on UnifiedDirect's privacy policies, as well as access to any such personal information for purposes of review, correction and updating, may also be obtained by writing to UnifiedDirect. For the purposes of this Section, "personal information" does not include the name, address and telephone number of a subscriber that appears or would appear in a publicly available telephone directory.

Last Updated: April 28, 2008. Copyright 2006 - 2010 UnifiedDirect a division of 2839971 Canada Inc..