TMSI TERMS OF SERVICE

 The following standard terms and conditions (“Terms of Service”) applies to all Service (“Service”) provided to you, the Subscriber (“the Subscriber”), by 2819881 Canada Inc. doing business as Telephony Managed Solutions, as applicable (hereinafter, “TMSI”).

By activating and using the Service (as herein defined), the Subscriber agrees that it has read, understood, and is bound by the Terms of Service. TMSI may amend the Terms of Service from time to time and will update the revision date on this website to indicate when changes have been made. All changes will take effect within 30 days of the date of being posted. The Subscriber is responsible for regularly reviewing information posted on this website, or supplied to the Subscriber by TMSI, in order to obtain timely notice of such changes.

THE SUBSCRIBER’S NON-TERMINATION OR CONTINUED USE OF THE SERVICE(S) AFTER CHANGES ARE POSTED ON THIS WEBSITE SHALL CONSTITUTE THE SUBSCRIBER’S ACCEPTANCE OF THE TERMS OF SERVICE AS MODIFIED BY THE POSTED CHANGES.

 

EMERGENCY 911 SERVICE RESTRICTIONS

 

The Subscriber acknowledges that the Service has limitations on 911 services as more particularly set forth at http://tmsi.ca/terms-of-service and the Subscriber is responsible for advising all of its end-users of these limitations.

 

All FlexLines Services:

 

  1. 911 service may not function in the event of a power outage or network service outage;

 

  1. 9-1-1 calls may be misdirected to an incorrect emergency response site if the Subscriber is using the voice Service at any location other than the Service Location where the FlexLines services are installed as specified on the Agreement (“the Agreement”) (“Primary Service Location“);

 

  1. In the event an end user places a 911 call, the phone number designated by the Subscriber as the primary number and the street address of the Primary Service Location will be passed on to the local PSAP or the local emergency dispatcher;
  2. End users not at the Primary Service Location must inform the emergency services dispatcher of their location when placing a 911 call;

 

  1. The PSAP or local emergency services dispatcher may not be able to capture and/or retain automatic phone number or location information when receiving 911 calls. The Subscriber or end-user must ensure they do not disconnect the line, as the dispatcher may not have a phone number to use for call back. If the person is unable to speak and provide the location, the emergency dispatcher may not be able to obtain location information. If 911 is dialed and the receiver is hung up, the call will be disconnected;

 

  1. If 911 services are a concern, the Subscriber may wish to consider having a backup land line or other alternate means of accessing traditional 911 or E-911 services.

 

Service over Mobile Device (personal computing client and/or tablet or other mobile device applications):

 

The Service allows you to make or receive telephone calls using a Mobile Device over the Internet to or from the public switched telephone network. The nature of these telephone calls, while appearing similar to traditional telephone calling services, create unique limitations and circumstances, and the Subscriber acknowledges and agrees that differences exist between traditional telephone service and FlexLines Services over a Mobile Device, including the lack of traditional 9-1-1 emergency services.

 

Because of the unique nature of the Service over Mobile Devices, emergency calls to 9-1-1 through the Service will be handled differently than calls placed over traditional phone services. The following provisions describe the differences and limitations of 9-1-1 calls placed to emergency services from your account as described below. The Subscriber hereby acknowledges that it understands the differences between 9-1-1 calls over traditional voice service and 9-1-1 calls made using the Service over Mobile Devices.

 

  1. When a 9-1-1 emergency call is made, the FlexLines Services over Mobile Devices will attempt to automatically route your 9-1-1 call through a third-party service provider to the Public Safety Answering Point (“PSAP”) corresponding to the address of record on the Subscriber’s account. However, due to the limitations of the VoIP telephone services, the 9-1-1 call may be routed to a different location than that which would be used for traditional 9-1-1 dialing. For example, the call may be forwarded to a third-party specialized call centre that handles emergency calls. This call centre is different from the PSAP that would answer a traditional 9-1-1 call which has automatically generated your address information, and consequently, the end-user making the call may be required to provide their name, address, and telephone number to the call centre;

 

  1. FlexLines Services over Mobile Devices will attempt to automatically provide the PSAP dispatcher or emergency service operator with the name, address and telephone number associated with your account. However, for technical reasons, the dispatcher receiving the call may not be able to capture or retain your name, phone number or physical location. Therefore, when making a 9-1-1 emergency call, the end-user must immediately inform the dispatcher of your location (or the location of the emergency, if different). If you are unable to speak, the dispatcher may not be able to locate you if your location information is not up to date;

 

  1. The Subscriber is responsible for providing, maintaining, and updating correct contact information (including name, address and telephone number) for your account. If you do not correctly identify the actual location where you are located, or if your account information has recently changed or has otherwise not been updated, 9-1-1 calls may be misdirected to an incorrect emergency response site;

 

  1. For technical reasons, there is a possibility that a 911 call may produce a busy signal or may take longer to answer than traditional 911 services. You must not disconnect the 9-1-1 emergency call until told to do so by the dispatcher, as the dispatcher may not have your number or contact information. If you are inadvertently disconnected, you must call back immediately;

 

  1. For technical reasons, the functionality of 9-1-1 emergency calls may cease or be curtailed in various circumstances, including but not limited to: failure of Service or your service access device—if your system access equipment fails or is not configured correctly, or if your Service is not functioning correctly for any reason, including power outages, Service outage, suspension or disconnection of your Service due to billing issues, network or Internet congestion, or network or Internet outage in the event of a power, network or Internet outage; you may need to reset power or reconfigure the system access equipment before being able to use the Service, including for 9-1-1 emergency calls; and changing locations—if you move your system access equipment to a location other than that described in your account information or otherwise on record with TMSI;

 

  1. The Subscriber acknowledges that the Service is designed for operation within Canada and if the Service is being used on a mobile device outside of Canada, it may not be possible to call the relevant emergency number in that country;

 

  1. The Subscriber is responsible for notifying, and hereby agrees to notify, all users or potential users of the Service and of the nature and limitations of 9-1-1 emergency calls over Mobile Device service as described herein.

 

Registration of Physical Location WebSite https://www.voxter.com/e911-number-registration/

 

The Subscriber acknowledges that it is the Subscriber’s responsibility to ensure its Service location information is kept current at all times. If the Subscriber relocates any direct inward dial numbers (“DIDs“) to a location other than the Primary Service Location, it is the Subscriber’s responsibility to promptly provide TMSI with the service address and the DID numbers associated with the service address. Once the Subscriber advises TMSI of an address change associated with any DID numbers it takes up to three (3) business days for the 911 records with the local PSAPs to be updated. Unless an end-user provides an address location during the 911 call, the call taker will dispatch emergency response vehicles to the last registered address for the Primary Service Location.

 

The Subscriber acknowledges and agrees that TMSI will not be liable for any service outage or inability to dial 911 using the Service, or any delays with 911 service due to the limitations set out above. The Subscriber agrees to defend, indemnify and hold harmless TMSI, its officers, directors, employees and affiliates from any claims, losses, damages, fines, penalties or costs in connection with any issues arising from the Subscriber or its end users, and in particular any issues related to not being able to access 911 services or any delays with emergency services being able to identify locations associated with 911 calls.

 

ADDITIONAL TERMS AND CONDITIONS FOR THE SERVICE

 

The following terms and conditions are applicable to the Service:

  1. The Subscriber agrees to use the Service solely for its normal day to day business and will not resell, in whole or in part, the Service;

 

  1. The Subscriber shall at all times ensure that the Service is used by it in accordance with TMSI Voice Acceptable Use Policy as published or posted on TMSI website from time to time;

 

  1. If the Subscriber wishes TMSI to port the Subscriber’s existing telephone number or numbers, a duly authorized signing officer of the Subscriber will endorse his/her initials where indicated below;

 

  1. The Subscriber will complete and sign the Directory Listing Form provided with the Agreement, and the Subscriber acknowledges that it is the Subscriber’s responsibility to ensure the information provided on such form is accurate. TMSI assumes no responsibility for incorrect information being published in any directory listing if the information matches the information provided in the Directory Listing Form;

 

  1. The Subscriber will complete all other applicable forms which may be required by TMSI, depending on the Subscriber’s Service requirements, i.e. toll free numbers, etc.

 

 

MUSIC ON HOLD

 

  1. If the Subscriber chooses to use the Music on Hold feature available with the Service, the Subscriber will be responsible for sourcing music from an authorized source and downloading it as a wave file (either .wav or .wma);

 

  1. The Subscriber is solely responsible for ensuring that it has proper authorization to use any music it downloads for use with the Service;
  2. The requirements for any audio used with the Service are: Linear PC with 8,000 kHz and 8 bit mono;
  3. The following restrictions apply for any wav files used for audio:
  • The maximum audio length is 2 minutes for a Voice Messaging Greeting and Custom Ringback User/Group,
  • The maximum audio length is 10 seconds for user’s Voice Portal Personalized Name,
  • The maximum audio length is 5 minutes for the Music On Hold greeting,
  • For all other Service, the maximum audio length is 5 minutes;
  1. The Subscriber agrees that TMSI is not liable for the payment of any fees relating to the reproduction, communication and public performance of the music for the Music on Hold feature available with the Service (“the Music”);

 

  1. The Subscriber agrees to release, hold harmless, and indemnify TMSI and each of its parent companies, subsidiaries, affiliates, partners, associates, related companies and agents, and/or contractors, employees, officers and directors and representatives from any cause of action, suit, demand, investigation, liability, cost, damage or expense arising from the reproduction, communication and public performance of the Music.

 

 

 

  1. DEFINITIONS:

For the purposes of the Terms of Service, the following capitalized words have the following meanings:

  1. Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with a Party;
  2. Demarcation Point” means the operational interface and location to which the Services is delivered;
  3. Equipment” means the cable, circuits, instruments, equipment and other facilities owned by TMSI and required for the purposes of providing the Service to the Subscriber;
  4. Off-Net Location” means any location where TMSI uses a third party carrier to provide local access circuits to the TMSI backbone network or where TMSI is required to do a fibre build to the location;
  5. On-Net Location” means any location where TMSI owns local access circuits which are directly connected to the TMSI backbone network;
  6. Parties” or “the Parties” means TMSI and the Subscriber and “Party” or “the Party” means either one of them;
  7. Service” means any services provided by TMSI to the Subscriber pursuant to a Service Order, which Service shall include, without limitation, installation and maintenance of the Equipment and any temporary Service provided while installation and/or maintenance is taking place;
  8. Service Location” means the building or premises at which the Demarcation Point is located, as more particularly described in a Service Order;
  9. Service Order(s)” means one or more Subscription Order form(s) setting out the Service that the Subscriber has requested TMSI to provision; and
  10. Taxes” means all taxes, levies, fees, imposts, duties, charges, surcharges, assessments or withholdings of any kind or nature levied or imposed upon TMSI, its network, Equipment, facilities, or arising from or relating to the provision by TMSI of the Service or use thereof by the Subscriber (including, without limitation, universal service fund, sales and excise taxes, real property, gross receipts, and license fees), together with any penalties, fines or interest thereon by any Canadian or U.S. federal, state, provincial or local government, public authority, including its agencies, commissions and tribunals, having jurisdiction.

 

  1. CHARGES AND PAYMENTS:
  2. Charges: The charges for the Service is as set out in the applicable Service Order. Once the Service installation provided by TMSI is considered complete and the Service is ready to be delivered pursuant to a Service Order, TMSI shall notify the Subscriber in writing or via electronic transmission. TMSI shall then have the right to initiate billing within 48 hours;
  3. Taxes: the Subscriber shall be responsible for all applicable Taxes which are related to the Service. If the Subscriber is entitled to an exemption from any applicable Taxes, the Subscriber is responsible for presenting TMSI with a valid exemption certificate (in a form reasonably acceptable to TMSI). TMSI will give effect to any valid exemption certificate provided in accordance with the foregoing sentence to the extent it applies to any Service billed by TMSI to the Subscriber following TMSI receipt of such exemption certificate;
  4. Payments: TMSI shall invoice the Subscriber for the Service, as described in each Service Order, and payments shall be due and payable to TMSI prior to the beginning of the next monthly billing cycle. Amounts owing after the due date are subject to a late payment interest charge calculated on the outstanding amount at 3.5% per month (46.8% per year) until paid in full. The Subscriber shall have ninety (60) days following receipt of each invoice within which to dispute any sums appearing in that invoice; failure on the part of the Subscriber to do so shall be deemed a waiver of the Subscriber’s right to dispute such sums. Unless otherwise specified in a Service Order, all amounts due for Service shall be billed in Canadian dollars;
  5. Creditworthiness: the Subscriber consents and agrees that TMSI has the right to check the Subscriber’s credit rating initially and from time to time. The Subscriber consents to the receipt and provision of account information from and to credit grantors, credit bureau and suppliers of services. TMSI reserves the right to require the Subscriber to provide a deposit in an amount not to exceed three (3) months recurring monthly charges for the Service set out in each Subscription Order prior to the installation of Service if the Subscriber:
  • has no credit history with TMSI;
  • a credit check shows an unsatisfactory credit rating; or
  • in the sole discretion of TMSI, due to payment practices in the previous two (2) years regarding Service provided by TMSI or its Affiliates, the Subscriber presents an abnormal risk of loss. The deposit will be held by TMSI as security for payment of any amounts owing to TMSI by the Subscriber. When the Service provided to the Subscriber is terminated, the amount of the deposit will be credited to the Subscriber’s account and any remaining credit balance will be refunded within sixty (60) days of such termination. Any amount owed to TMSI in excess of the amount of the deposit shall immediately be paid to TMSI by the Subscriber pursuant to the terms herein.

 

 

  1. THE SUBSCRIBER OBLIGATIONS:
    The Subscriber agrees as follows:
  2. Service Location: the Subscriber will obtain and maintain in place access to the Service Location, including the Demarcation Point, to TMSI, its employees, agents, contractors and subcontractors for the purpose of providing the Service as well as providing electrical power and outlets at the Service Location as TMSI shall reasonably require for the provision of the Service. The Subscriber is solely responsible for the payment of any and all electrical charges associated with the Service and access charges at the Service Location;
  3. Equipment: The location of any parts of the Service to be installed at the Service Location shall be determined by TMSI in consultation with the Subscriber. The Subscriber shall take all steps reasonably required in order to protect the Equipment from trespass or damage by the Subscriber or other persons where such Equipment is located at the Service Location;
  4. Cable Wiring: the Subscriber shall be responsible for and shall pay for any and all cable wiring and equipment required to interconnect the Equipment from the Demarcation Point to the Subscriber’s equipment or to the Subscriber’s subscriber equipment, if applicable, to permit the Subscriber to use the Service. The Subscriber will be responsible for use of the Service beyond the Demarcation Point;
  5. Property Ownership: Unless a Subscription Order specifically indicates that the equipment is being sold to the Subscriber, any and all equipment provided by TMSI in connection with the provision of the Service at or to the Service Location shall remain the property of TMSI and shall not by reason of the attachment, installation or connection of any part thereof to any realty become or be deemed a fixture appurtenant to such realty. TMSI shall remove the terminating equipment from the Service Location upon termination or expiry of the term for the provision of any Service;
  6. Responsibility: If the equipment is damaged or destroyed by the negligence or willful acts or omissions of the Subscriber, its employees, agents or contractors, then the Subscriber will be responsible for any such damage.

 

 

  1. USE OF THE SERVICE:
  2. The Subscriber will not permit any of the Equipment to be re-arranged, disconnected, removed, repaired or otherwise interfered with, except with TMSI prior approval.
  3. The Subscriber will not use the Service, nor permit them to be used, for any purpose contrary to law;
  4. The Subscriber shall not have the right to use TMSI trademarks or trade names in any manner unless TMSI gives prior written consent and/or grants the appropriate license. TMSI shall not have the right to use the Subscriber’s trademarks or trade names in any manner without the Subscriber’s prior written consent;
  5. The Subscriber shall not have the right to use TMSI registered or pending patents unless TMSI authorizes such use through license;
  6. In the event that the Subscriber should require any changes to the Service after installation, contact our offices at 604-668-3200 or service@tmsi.ca

 

 

  1. THE SUBSCRIBER RESPONSIBILITIES:
  2. The Subscriber is responsible for, and shall indemnify TMSI against, all losses, liability, claims, damages, judgments, expenses and costs, of any kind whatsoever, including reasonable legal fees and disbursements, suffered or incurred by TMSI arising from claims of any third party (including the Subscriber’s subscribers and end-users) on any basis whatsoever and arising from or in connection with any event, including but not limited to:
  • use of the Service by the Subscriber or its subscribers or end-users or by any third party authorized by the Subscriber;
  • the Subscriber’s (or its subscriber’s or end-user’s) data, equipment, computer network and other facilities;
  • breach of any covenant, term, representation or warranty contained in the Terms of Service or a Subscription Order by the Subscriber or by any third party authorized by the Subscriber;
  • the negligence or willful misconduct of the Subscriber, its subscribers, end-users or any third party authorized by the Subscriber in connection with use of the Service;
  • claims made by the Subscriber against any third party who in turn claims contribution or indemnity from TMSI; and
  • claims by any third party for libel, slander, passing off or infringement of copyright, trademark or patent, illegal, improper or unauthorized use of the Service arising from the content of the video, voice or data carried by the Subscriber, or its subscribers or end-users.

 

 

  1. LIMITATION OF LIABILITY:
  2. Except with respect to loss or damage caused as a direct result of TMSI negligence, the Subscriber agrees that TMSI will not be liable to the Subscriber in relation to:
  • any act or omission of any carrier or person other than TMSI;
  • any act or omission of the Subscriber or its subscribers or end-users;
  • any claims related to defamation, copyright or trademark infringement or the violation of any third party rights arising from use of the Service;
  • infringement of patents arising from combining or using the Subscriber-provided facilities with the Service or the Equipment where the Service or the Equipment would pose no infringement in the absence of such combination or use; or
  • any unauthorized use of the Service;
  1. TMSI total cumulative liability, if any, to the Subscriber for damages related to the provision of Service pursuant to any Subscription Order (including fundamental breach or otherwise), negligence, any act or omission by TMSI or its representatives, or under any other theory of law or equity will be limited to those damages actually proven as directly attributable to TMSI and will in no event exceed the aggregate of three (3) months of fees and charges for the affected Service under such Service Order;
  2. NOTWITHSTANDING ANYTHING IN THESE TERMS OF SERVICE OR ANY SERVICE ORDER, IN NO EVENT WILL ANY PARTY BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR PUNITIVE, SPECIAL, INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES, INCLUDING WITHOUT LIMITATION, LOST PROFITS OR LOSS OR DAMAGE TO DATA, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES;
  3. EXCEPT AS EXPRESSLY STATED IN A SERVICE ORDER, TMSI MAKES NO WARRANTY OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE IN RELATION TO THE SERVICE AND, WITHOUT LIMITATION ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABLE QUALITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THAT ALL REQUIREMENTS OF THE SUBSCRIBER WILL BE MET WITH RESPECT TO ANY SERVICE PROVIDED BY TMSI HEREUNDER, ARE HEREBY DISCLAIMED BY TMSI AND EXCLUDED FROM THE AGREEMENT BETWEEN THE PARTIES.

 

 

  1. TERMINATION:
  2. Either Party may terminate any and all Service Order(s) without penalty on written notice to the other Party if the other Party has filed a petition in or has been assigned into bankruptcy or insolvency legislation, or makes an assignment for the benefit of creditors or makes any arrangements or otherwise becomes subject to any proceedings under applicable bankruptcy laws with a trustee, or receiver appointed in respect of a substantial portion of the property of the other Party, or in the event the other Party liquidates or winds up its daily operations for any reason whatsoever;
  3. The Subscriber may terminate the Service connecting any the Subscriber Location upon thirty (30) days written notice to TMSI, provided that the Subscriber pays TMSI upon demand, in one lump sum, as a genuine pre-estimate of liquidated damages, an amount equal to one hundred percent (100%) of the monthly service charges set out in the applicable Subscription Order for such terminated Service for the balance of the term;
  4. TMSI may suspend delivery of the Service, or terminate any or all Service Order(s), at its option and without penalty if:
  • The Subscriber fails, within the time set forth in any written notification to the Subscriber by TMSI, to make full payment of any invoice that remains unpaid in accordance with the terms of payment set out in a Subscription Order or the Terms of Service (other than charges which are being disputed by the Subscriber in good faith); or
  • The Subscriber has failed within five (5) days following written notification to the Subscriber by TMSI to remedy any breach of a material term or condition of a Subscription Order or the Terms of Service to be performed or fulfilled by the Subscriber;
  1. If TMSI has terminated any or all Service Order(s) in accordance with Section 7 (c), then TMSI shall cease providing the applicable Service and the Subscriber shall pay to TMSI forthwith upon demand, in one lump sum, as a genuine pre-estimate of liquidated damages, an amount equal to:
  • One hundred percent (100%) of the monthly service charges for the Service connecting the Subscriber’s Location(s) which would otherwise have been payable by the Subscriber to TMSI had the applicable Service Order(s) not been terminated and had the Service been provided as contemplated in the Service Order(s) for the balance of the applicable term.

 

 

  1. GENERAL:
  2. Governing Law: Any dispute between TMSI and the Subscriber, with respect to a Service Order, shall be governed by, and construed in accordance with, the laws in force in the Province of British Columbia, and the laws of Canada applicable therein. The Subscriber agrees to attorn to the jurisdiction of the Courts of British Columbia, and agree that any action or proceeding brought by either TMSI or the Subscriber to enforce any provision of a Subscription Order shall be commenced in British Columbia;
  3. Successors and Assigns: A Subscription Order may not be assigned by the Subscriber without the prior written consent of TMSI, such consent not to be unreasonably withheld. TMSI may, without consent, assign any Subscription Order(s) in connection with a corporate reorganization or merger or to any entity that controls, is controlled by or is under common control with TMSI or to a purchaser of all or substantially all of its assets or business, and in any such event, TMSI shall be released from its obligations hereunder to the extent they are assumed by the assignee;
  4. Force Majeure: Any delay or failure of either Party to perform its obligations under a Subscription Order or the Terms of Service shall be excused, to the extent that the delay or failure is caused by an event or occurrence beyond the reasonable control of the Party and without its fault or negligence, such as by way of example and not by way of limitation, acts of God, action by any governmental authority, fires, floods, war, acts of terrorism, insurrection, revolution, nuclear reaction, windstorms, explosions, riots, natural disasters, inability to obtain power, material, labour, Equipment or transportation, or court injunction provided that, written notice of the delay shall be given by the affected Party to the other Party within ten (10) days;
  5. Purchase Orders: Notwithstanding any contrary language in any purchase order or similar document issued by the Subscriber to TMSI with respect to the Service, any such purchase order or similar document shall be deemed for the Subscriber’s internal use only and the provisions thereof shall have no affect whatsoever upon the provisions of the applicable Subscription Order or the Terms of Service;
  6. Severability: Each provision of any applicable Service Order(s) or the Terms of Service shall be severable. If any provision of a Subscription Order or the Terms of Service is illegal or invalid, the illegality or invalidity shall not affect the validity of the remainder of such Subscription Order or the Terms of Service. In the event that a Subscription Order is a tripartite agreement, then such Subscription Order shall be divisible in relation to the Parties insofar as the Subscription Order can be performed without the collaboration of the excluded Party;
  7. Rights Arising from Service Order(s): Nothing herein expressed or implied is intended nor shall be construed to confer on or to give any person, other than the Parties and their respective successors and permitted assigns, any rights or remedies under or by reason of any Service Order(s) or the Terms of Service;
  8. Agency Limitations: Any Service Order(s) does not constitute any Party a partner, employee, agent or legal representative or joint venturer with the other, and no Party may act on behalf of the other in any manner nor assume or create any obligation of any kind express or implied, on behalf of the other Party nor bind the other Party in any respect whatsoever, except in accordance with such Service Order(s);
  9. Waiver and Indulgence: Waiver by any Party of any violation or breach of a Subscription Order or the Terms of Service in any instance shall not be taken or held to be a waiver of any subsequent violation or breach or as a waiver of the provision itself that is breached, nor shall any delay or omission on the part of any Party to exercise any right arising from such violation or breach alter or impair that Party’s right as to the same or any future violation or breach. Similarly, no indulgence or goodwill of any kind by a Party not contemplated by a Subscription Order or the Terms of Service shall be taken or construed as a right that can be enforced against such Party by the other;
  10. Notices: Any notice or other written communication provided or permitted hereunder shall be in writing and given by personal delivery (against receipt), or sent by registered mail (against receipt) postage prepaid, or transmitted by facsimile, addressed to the other Party as set out on the applicable Service Order(s). Any notice so given shall be deemed to have been received on the date on which it was delivered in person, or, if transmitted by facsimile during the regular business hours of the party receiving the notice, on the date it was transmitted, or if transmitted after business hours, on the next business day, or if sent by registered mail on the fifth business day thereafter;
  11. Confidentiality: Each Party (the “Receiving Party“) agrees to protect the confidentiality of any information disclosed by the other Party (including the existence and terms of this Agreement) and shall not disclose, copy or use any such confidential information except as contemplated by this Agreement. Without limiting the generality of the foregoing, no public announcement, advertising or any other form of public release (including any disclosure to obtain financing) regarding the existence or the contents of this Agreement shall be made by any Party without the prior written consent of the other Party. The foregoing shall not apply to information which is or becomes publicly known otherwise than by reason of a breach of the Agreement by the Receiving Party or has been independently developed outside the scope of this Agreement. Notwithstanding the above, the Parties acknowledge that disclosure of this Agreement will be required to certain of their respective employees, agents or representatives to effectuate the purposes hereof, or as is necessary to comply with federal, provincial or local regulatory requirements, including disclosure requirements of public corporations, in Canada and/or the USA, as applicable, and any such disclosure shall not require the prior written consent of the other Party. Each Party shall be entitled to all remedies available at law, including the right to injunctive relief and specific performance;
  12. Regulatory Approval: In the event that a Subscription Order or the Terms of Service become subject to regulatory approval by various local, state or federal agencies in Canada and/or the USA, as applicable, the Parties shall cooperate, to the extent reasonable and lawful, in providing such information as is necessary to complete any required filing or in obtaining any required regulatory approval;
  13. Legality: Nothing contained in any Subscription Order or the Terms of Service shall be construed so as to require the commission of any act or the payment of any compensation which is contrary to law, whether Canadian and/or USA law, as applicable, which may, from time to time, be in effect and by its terms controlling of the applicable Service Order(s). If there is any conflict between any provision of Subscription Order and any such applicable law the latter shall prevail and the provisions of such Subscription Order affected shall be modified to the extent (but only to the extent) necessary to remove such conflict and permit such compliance with the law;
  14. Cumulative Remedies: No remedy conferred upon or reserved in favour of a Party shall exclude any other remedy herein or existing in law or in equity or by statute, but each shall be cumulative and in addition to every other remedy given hereunder or now hereafter existing;
  15. Non-Variation: No amendment or consensual cancellation of the the Agreement or any provision or term thereof or of any agreement, bill of exchange or other document issued or executed pursuant to or in connection with the “Agreement” shall be binding unless recorded in a written document signed by a duly authorized representative from all Parties. The Parties acknowledge having read and understood each the Agreement and are not entering into such Agreement on the basis of any representations not expressly set forth in it. No Party shall be bound by any express or implied term, representation, warranty, promise or the like not recorded in the Agreement or the Terms of Service whether it induced the Agreement between the Parties or not.