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This agreement for Voice over Internet Protocol (VoIP) and related Services ("Agreement") is between Arrow, a division of sis Strategic Information Systems, an Alberta corporation ("we", "us" or "Arrow") and the user ("you", "user" or "Customer") of Arrow' Service.
1- DEFINITIONS
Device - any devices including any of its components, such as analog telephone adapter, IP phone, or any other IP connection device.
Service -The Service provides a VoIP telephone connection, and all other related services, that allows you to make or receive telephone calls over the Internet to or from the public switched telephone network (PSTN). You can make or receive calls with other Arrow subscribers entirely over the Internet.
2- PREAMBLE
You represent that you are of legal age to enter this Agreement.
This Agreement governs the terms and conditions of both the use of the Service provided, and the Devices used in conjunction with the Service. By activating the Service and by clicking "I Accept" below, you acknowledge that you have read, understood, and agree to be bound by the terms and conditions of this Agreement.
3- TERM
The Service is offered on a monthly basis for a term that begins on the earlier of the date you activate your account online or 10 days after the date your account was created (herein referred to as the "Anniversary Date") and ends on the day before the same date in the following month. This Agreement will automatically renew on a monthly basis for subsequent terms without further action by you unless you provide Arrow with written notice of non-renewal not less than ten [10] days prior to the end of the monthly term in which the notice is given. You agree that you are purchasing the Service for full monthly terms, meaning that if you terminate the Service prior to 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 immediately become due and payable. Upon expiration of the term or termination of the Service you remain responsible for paying all unpaid and accrued charges due.
4- USER REQUIREMENTS
To use the Service, the user must have a high-speed Internet link as provided via cable, DSL or Ethernet. Typical bandwidth required for a voice call is 14Kbps. However you may require up to 90Kbps in some circumstances. A Device procured from Arrow is also required. In the case of a Arrow adaptor Device the user must also have a computer. Also you may elect to connect via a Router. You assume all responsibility regarding the suitability of the router, programming of the router, and connection to the Internet and its ability to carry the voice traffic.
5- USE OF SERVICE
5.1- The Service and Device are provided to you for your personal and/or business use on an AS-IS basis. This also means that you are not to resell or transfer the Service or the Device to any other person for any purpose, or make any charge for the use of the Service, without express written permission from Arrow in advance.
5.2- Pay-As-You-Go Plan: For users who have subscribed to Arrow's Pay-As-You-Go plan, you will be charged at the rates indicated on the Arrow website (www.sis.net Systems.ca).
5.3- Residential Packages: For users who have subscribed to Arrow's Residential Package which include either unlimited local usage or unlimited long distance usage, the Service and Device are provided to you, as a residential user, for your personal, residential, non-business and non-professional use. As such you cannot use the Service or the Device for any other purpose, including without limitation, for any commercial or governmental activities, profit-making or non-profit, home office, business, sales, tele-commuting, telemarketing, autodialing, continuous or extensive call forwarding, fax broadcast, voice blasting, prolonged calls or any other activity that would be inconsistent with normal Arrow residential usage patterns. You agree that your use of the Service and/or Device, or the use of the Service and/or Device provided to you by any other person for any commercial or governmental purpose will obligate you to pay Arrow's higher rates for commercial service on account of all periods, including past periods, in which you use, or used, the Service for commercial or governmental purposes
5.4 Small Business Use of Service and Device - Prohibition on Resale. If you have subscribed to Arrow's Small Business services, the Service and Device are provided to you as a small business user. This means that you are not to resell or transfer the service or device to any other person for any purpose, without express written permission from Arrow in advance. You agree that the Arrow Small Business Plans do not confer the right to use the service for auto-dialing, continuous or extensive call forwarding, telemarketing (including without limitation charitable or political solicitation or polling), fax broadcasting or fax blasting. Arrow reserves the right to immediately terminate or modify the Service, if Arrow determines, in its sole discretion, that Customer's Service is being used for any of the aforementioned activities.
5.5- All Packages: You may allow other individuals in your household or office to use the Service. However you are fully responsible for their compliance with this agreement and for payment of all charges relating to their use of the Service. Users may only make one simultaneous call per account. You agree that your use of the Service to make more than one simultaneous call will obligate you to pay Arrow for additional accounts on account of all periods, including past periods, in which you made simultaneous calls.
Arrow reserves the right to immediately terminate or modify the Service, if Arrow determines, in its sole discretion, that Customer's Service is being used in a manner that is in default of any of the terms of this Agreement.
6- USE POLICY AND PROHIBITIONS:
6.1- You agree to abide by the following policy concerning use, as may be modified from time to time and communicated to you via the Arrow website, by email or otherwise. By using the Service you (a) shall abide by all applicable laws, rules, and regulations relating to, without limitation, the electronic use, posting or transmission of content, software or other matter; and (b) shall not (nor allow any person to) (i) use the Service or the Arrow Website in any manner which is illegal, fraudulent or deceptive, harassing, threatening, harmful, libelous, defamatory, abusive, slanderous, hateful, sexually, racially or ethnically objectionable, vulgar, pornographic, obscene, or otherwise objectionable material of any kind including but not limited to any material that encourages conduct that would constitute a criminal offense, give rise to a civil liability, or otherwise violate any applicable local, provincial, state, national or international law; (ii) attempt to gain unauthorized access to the Arrow database or other Arrow network or computer systems; or (iii) interfere with another's use and enjoyment of the Arrow Services. Furthermore, you may not, nor may you allow others, directly or indirectly, to attempt to or actually: (a) disrupt, disable, impair or interfere with, overburden, alter or modify the Service or restrict or inhibit in any way any other visitor or user from accessing or using the Service, including, without limitation, by means of "hacking", "cracking" or defacing any portion of the Service, the Device and/or any activities being conducted on or through the Service; (b) transmit any software, device, routine or other materials that contain any virus, worm, time bomb, "Trojan horse", or other harmful, destructive or disruptive component; (c) use any robot, spider, site search/retrieval application, or other manual or automated device or process to retrieve, index, "data mine" or in any way reproduce or circumvent the navigational structure or presentation of the Service; or (d) collect or harvest any information about other visitors or users of the Service and/or any of Arrow's employees, officers, directors, partners, representatives, agents or content providers by any means including, but not limited to, those described in this Agreement. You may not, nor may you allow others, directly or indirectly, to obtain or attempt to obtain any materials or information through any means not made expressly available through the Service. Without limitation, Arrow reserves the right to terminate your Service immediately, resulting in the immediate payment of all amounts due, without advance notice if you violate the above restriction. Further, you will be liable to Arrow and other third parties that suffer prejudice from your unauthorized use of the Service.
6.2- Unauthorized Use: You agree to immediately notify Arrow of any unauthorized use of your account or any other breach of security known to you.
6.3- Use of Device: You agree that the Device is exclusively for use in connection with the Service. You agree not to tamper with the Device in any manner, including, without limitation, change the electronic serial number or Device identifier, or to perform a factory reset, or otherwise alter the firmware.
6.4- Stolen Device: You must notify Arrow immediately, in writing by email, or by calling the Arrow customer support line, if a Device is stolen. When you call or write you must provide your account number and a detailed description of the circumstances of the theft or fraudulent use of the Device.
6.5- Use of software: Any software made available to you by Arrow is governed by these Terms of Service and the terms set forth in the applicable end user license agreement. You may not reverse engineer, decompile or otherwise attempt to discover the source code of the software available on the Website. Without limiting the foregoing, copying or reproduction of the software to any other server or location for further reproduction or redistribution is expressly prohibited.
7- SERVICE LIMITATIONS
7.1- Use of Service and Device by Customers Outside the United States and Canada: Arrow does not presently offer or support the Service to customers located outside the United States and Canada. If a Device is installed outside the United States and Canada and the Service is used, there is the risk that such activity violates laws in the country where you do so. You are liable for any and all use of the Service and/or Device by any person making use of the Service or Device provided to you. Arrow accepts no liability.
Further, Arrow reserves the right, at its discretion, to limit or terminate your ability to access the Service from selected countries.
7.2- 900 and 976 numbers: Arrow Services may not access certain special service phone numbers such as, without limitation, 900- and 976- numbers. Arrow reserves the right to limit your ability to call any such numbers at its sole discretion.
7.3- Service Outage or deterioration due to third parties: You acknowledge and understand that the Service will not operate in the event of a power failure, or a failure of the Internet link. Excessive congestion of the Internet link may lead to deterioration in quality, which in turn can lead to Service failure.
7.4- Service Outage Due to Suspension of Account: You acknowledge and understand that should your account be suspended due to non-payment or other breaches of this Agreement, the Service will not function.
7.5- Not a traditional telephone service: You recognize, acknowledge and understand that the Service is not a traditional telephone service. Differences exist between traditional telephone service and the Arrow Service including but not limited to the lack of traditional 911 services and privacy, as explained below. The Service is subject to a different regulatory treatment than traditional phone services and may limit or affect your rights of redress before the CRTC.
7.6- Privacy: Arrow Service utilizes, in whole or in part, the public Internet and third party networks to transmit voice and other communications. Arrow is not liable for any lack of privacy, which may result by the use of the Service. Please refer to our Privacy Statement at www.sis.net for additional information.
8- EMERGENCY SERVICES - 911 DIALING
Arrow's Emergency Calling Service: 911
Nomadic VoIP Service
As a current customer of Nucleus Inc & Arrow (a division of Voice & Data Systems Inc.) ('Arrow') or a future customer of Arrow, you have subscribed or will subscribe to a Voice over Internet Protocol ('VoIP') telephone service offered by Arrow according to Arrow's terms and conditions of service ('VoIP Service'). The VoIP Service that we provide is known as a nomadic service. This means that Arrow allows you, the customer, to make calls from anywhere that you have access to a broadband internet service. As you know, you can simply bring your telephone devices with you and use the VoIP Service wherever you are located.
However, because of these nomadic capabilities, Arrow is not currently able to automatically detect whether the service is being used from the registered service address or from some other location. Consequently, when a subscriber relocates, Arrow no longer has valid 9-1-1 routing or ALI information with which to process 9-1-1 calls from that customer, unless the customer updates his/her location information.
LIMITATIONS TO THE 911 SERVICE
Arrow is advising Customer of the following inherent limitations to the 911 Service due to the nomadic characteristics of VoIP Service.
The 911 Service will not be accessible or available in the following situations:
- You have not successfully activated the 911 Service AND received an email from Arrow confirming your successful activation;
- In case of Network Congestion; and
- a service outage has occurred for any reason, including the following:
- Power failure or disruption;
- Internet connection outage/termination by your Internet service provider;
- Arrow terminates, suspends or cancels your VoIP Service for any of the reasons specified in our Terms and Conditions of Use
The 911 emergency responders that are part of the 911 Service may be delayed if:
- You do not provide us with current and accurate location information (i.e., where you are);
In the event that an emergency call in progress is interrupted, 911 emergency personnel will be unable to call you at the phone from which you originated the call if:
- You have call forwarding, do not disturb or other features programmed and in use at the time you dial a 911 call
- Your telephone ringer is set to OFF;
LIMITATION OF LIABILITY
Arrow, its affiliated or related companies nor their officers or employees shall be held liable for any claim, damage, or loss, and you hereby waive any and all such claims or causes of action, arising from or relating to the VoIP Service and/or the 911 Service, including, without limitation, your inability to dial 911 from your line or to access emergency service personnel unless it is proven that the act or omission causing the claim, damage, or loss constitutes gross negligence, recklessness, or intentional misconduct on the part of Arrow.
You agree to defend, indemnify, and hold harmless VDS, its affiliated and related companies, their officers, directors, employees, affiliates and agents and any other third party service provider who furnishes services to you or to us in connection VoIP Service, from and against any and all claims, losses, damages, fines, penalties, costs and expenses (including, without limitation, reasonable legal fees and expenses) by, or on behalf of, you or any third party or user of your VoIP Service relating to the absence, failure or outage of the VoIP Service, including, without limitation the 911 Service and/or your inability or any third person or party or user that you authorize and allow to use and have access to the VoIP Service to be able to dial 911 or to access emergency service personnel, and any misroutes of 911 calls, including but not limited to your failure to follow correct activation procedures for 911 calling or your provision to us of incorrect or inaccurate or not current information in connection with the 911 Service.
Acceptance
Notwithstanding the Limitations that are discussed above, and having fully read and understood those Limitations as well as the limits of Arrow's liability, you hereby fully acknowledge and accept, without limitation, the VoIP Service and the 911 Service as currently offered.
9- COPYRIGHT / TRADEMARK / UNAUTHORIZED USAGE OF DEVICE, FIRMWARE OR SOFTWARE
The Service and all Service information, documents, software, firmware and materials on Arrow's website(s), as well as names, trademarks, trade names, service works ("intellectual property") are the exclusive property of Arrow or it's licensors and are protected by intellectual property laws and international treaty provisions. You acknowledge that you are not given any license to use the firmware or software used to provide the Service or provided to Customer in conjunction with providing the Service, or embedded in the Device, other than a nontransferable, revocable license to use such firmware or software (without making any modification thereto) strictly in accordance with the terms and conditions of this Agreement. If you decide to use the Service through an interface device not provided by Arrow, which Arrow reserves the right to prohibit in particular cases or generally, you warrant and represent that you possess all required rights, including software and/or firmware licenses, to use that interface device with the Service and you will indemnify and hold harmless Arrow against any and all liability arising out of your use of such interface device with the Service.
10- CHARGES / PAYMENTS / DEFAULT / TAXES
10.1- Billing and Payment: Arrow will bill all charges monthly to your Arrow account. Monthly fees for Service, according to the plan for which you registered. Device purchases (where applicable), and shipping and handling charges will be charged to your Arrow account at the time of your order.
Arrow accepts payments by credit card, cash, and check. You may also pay monthly bills online.
If the packaging containing any Device is visibly damaged upon receipt, please note the damage on the carrier's freight bill or receipt and keep a copy. Keep the original packaging, all packing materials and parts intact and contact Arrow's customer care department immediately.1-877-701-4050 Warranty coverage varies depending on the type of Device that you choose.
10.2- Taxes: The Customer is responsible for, and shall pay applicable federal (GST), fees or charges now in force or enacted in the future, that arise from or as a result of Customer's subscription or use or payment for the Service or purchase or rental of a Device. Such amounts are in addition to payment for the Service and will be billed to your account. Those Customers that are GST exempt must provide a treaty number to Arrow.
10.4- Billing Disputes: You must notify Arrow within seven (7) days after your monthly statement is sent to your email address if you dispute any Arrow charges on that statement or such dispute will be deemed waived. For billing disputes, please contact our office at 780-701-4050.
11- TERMINATION/DISCONTINUANCE OF SERVICE
11.1- You may terminate this Agreement at any time by notifying Arrow Technology Group of the date you want the cancellation to be effective. If you cancel your service, you remain responsible for any applicable cancellation charges and for all amounts chargeable to your account up to the time the service is cancelled. Any recurring charges that were billed at the beginning of your billing cycle or any credit balance under five dollars will not be refunded when your service is cancelled. If you want the Services reconnected after cancellation, a reconnection fee may apply.
11.2- Reconnect Fee: A reconnect fee will be charged to your account in the amount of $50.00. The reconnect fee becomes due and payable immediately upon reconnection of the Arrow phone service and will be billed directly to your Arrow Account.
REFUND OF ANY OF THE CHARGES DESCRIBED HEREIN.
All returned Devices must be in the original packaging with the UPC or bar code intact. All components, manuals and registration card(s) must be included. Equipment must be returned with a valid return authorization number obtained from Arrow Customer Care. To obtain a return authorization number, User must contact trevor@atg.net. User is responsible for the cost and risk of return shipping of equipment. THE MONEY BACK GUARANTEE WILL NOT BE HONORED IF USER FAILS TO MEET ALL SUCH REQUIREMENTS.
12- WARRANTY, LIMITATIONS OF LIABILITY and INDEMNIFICATION
12.1- Warranties:
Arrow and its affiliates, directors, employees and agents provide the Service "AS IS" and make no warranties of any kind, express or implied, including but not limited to, (i) any implied warranties of merchantability or fitness for a particular purpose of the Service or the Device, (ii) warrant that the Service will operate error-free or without failure, delay, interruption, degradation of voice quality or loss of content, data or information. Neither Arrow nor its officers, directors, employees, affiliates or agents, suppliers or any other service provider or vendor who furnishes services or products to Customer in connection with this Agreement or the Service will be liable for unauthorized access to Arrow's or Customer's transmission facilities or premises equipment or for unauthorized access to, or alteration, theft or destruction of, Customer's data files, programs, procedures or information through accident, fraudulent means or devices or any other method, regardless of whether such damage occurs as a result of Arrow's or its service provider's or vendors' negligence. Statements and descriptions concerning the Service or Device, if any, by Arrow or Arrow's agents or installers are informational and are not given as a warranty of any kind.
12.2- Limitation of Liability:
The parties agree that under no circumstances shall Arrow, its officers, directors, employees, agents, partners, suppliers or any other service provider who furnishes services to Customer in connection with this Agreement or the Service be liable to you or any other person, for any actual direct, indirect, consequential, special, incidental, punitive, exemplary or for any other damages, including but not limited to loss of data, loss of revenue or profits of any kind or nature, regardless of the foreseeability thereof arising out of the provision of the Service or in any way arising out of this Agreement whether resulting from (i) Customer's use of Service (ii) mistakes, omissions, interruptions, loss, theft or deletions of files, errors, defects, delays in operation or transmission, or (iii) any failure of performance or otherwise in connection with the Service or this Agreement or arising out of or in connection with the use or inability to use the Service, including inability to dial 911 or to access emergency service personnel through the Service; degradation of quality of Service, failure of Device, mistakes, omissions, interruptions, or defects in equipment, force majeure events such as (but not limited to) acts of god, strikes; fire, war, riot, government actions, that is caused by any reason. The limitations set forth herein apply to claims founded in breach of contract, breach of warranty, products liability, extra-contractual liability and any and all other theories of liability and apply whether or not Arrow was informed of the likelihood of any particular type of damages.
12.3- Indemnification:
Customer agrees to defend, indemnify, and hold harmless Arrow, its officers, directors, employees, partners and agents and any other service provider who furnishes services to Customer in connection with this Agreement or the Service, from any and all claims, losses, damages, fines, penalties, costs and expenses (including, without limitation, reasonable attorneys fees) by, or on behalf of, Customer or any third party or user of Customer's Service, relating to this Agreement or by violation of this Agreement, the Services including but not limited to 911 dialing or the Device. This paragraph shall survive termination of this Agreement.
12.4- No Third Party Beneficiaries:
No provision of this Agreement provides 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.
12.5- Content
You are liable for any and all content transmitted by or to you or Users of the Services. You shall assure that your or User's use of the Services and content will at all times comply with all applicable laws, regulations and written and electronic instructions for use.
12.6- Maximum Liability:
Arrow's maximum and sole liability for damages to you for any cause whatsoever regardless of form of action, including negligence, shall not exceed an amount equal to the Service charges paid by you for the Service during the one (1) month period preceding the event which caused the damages or injury.
13- GOVERNING LAW / RESOLUTION OF DISPUTES
13.1- Governing Law: This agreement and performance hereunder shall be governed by and construed in accordance with the laws in force in the province of Alberta, Canada, and the courts therein shall be competent to hear any dispute.
If any provision of the Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of the Agreement remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or the Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred.
13.2- Non-Transferable: This Agreement is not transferable in any way and may not be assigned to any third party. This includes, without limitation, that neither you nor any other person may: (a) resell, timeshare, sublicense, or otherwise transfer all or any portion of the Services to any other party; nor (b) make commercial use of the Services except for Business Package users.
13.3- No Waiver: The waiver or failure of Arrow to exercise or enforce, in any respect, any right provided for herein shall not be deemed a waiver of any further right hereunder.
13.4- Entire Agreement: The user acknowledges that he/she has read this Agreement together with Schedule A and the rates posted on the Arrow website, understands it, and agrees to be bound by its terms and further agrees that it is the complete and exclusive statement of the agreement between the parties, which supersedes and cancels all prior proposals, understandings and all other agreements, oral, electronic and written, between the parties relating to this Agreement. Arrow reserves the right to change the terms and conditions of this Agreement from time to time, including but not limited to rate changes, enhance, add to, delete from, modify, or discontinue all or any portion of the Service or any function or feature thereof in any manner at its sole discretion, with or without notice to, or obligation or liability of any kind to you or to any other person. Schedule A is an integral part of this Agreement.
Notice of any changes to the "Terms of service" shall be considered given to and received by the Customer and effective on the date posted on the Arrow website. Such changes shall be binding on the Customer.
13.5- Severability: If any provision of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall in no way be affected or impaired thereby.
Schedule A
The following cities are currently included in Arrow's phone number list:
Calgary
Edmonton
Red Deer
Lethbridge
Grande Praire
Fort McMurray
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Arrow Technology Group
Santa Fe Plaza - 18236 102 Ave
Edmonton, Aberta T5S 1S7
Phone: (780) 701-4050
Fax: (780) 451-6050
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