Terms and Conditions

Terms & Conditions

These Terms and Conditions constitute the agreement (“Agreement”) between Avencorp Digi Inc. o/a Airvoi (“we”, “us” or “Airvoi”) and the user (“you”, “user”, “customer”) of Airvoi’s Voice over Internet Protocol (VoIP) communications (“VOIP”), SIP, Soft Client, Virtual Fax, Recording, Toll Free, Internet and related services (more particularly described in Section 2.1 below), website, and any related products or services (“Service” or “Services”).

By activating or using the Service, you represent that you are of legal age to enter into this Agreement and that you have read and fully understood its terms and conditions. Further, you acknowledge and accept that the present Agreement may be modified by Airvoi at any time in accordance with the present document.

1. EMERGENCY SERVICES & 911 DIALING

1.1 Non-Availability of Traditional 911 or E-911 Dialing Service Airvoi offers a form of 911 dialing service (“911 Dialing”) that is similar to 911 dialing services available with most traditional telephone services (“Traditional 911”), but has some important differences and additional limitations when compared to enhanced 911 dialing services (“E-911”).

When making a 911 call to emergency services with E-911, the customer’s telephone number and address are automatically transmitted to the operator during the call.

When making a 911 call to emergency services with Traditional 911, the customer telephone number and address are not automatically transmitted to the operator. With Traditional 911, the attendant who receives the call will verbally ask the caller for the caller’s need and physical location. The attendant will then determine the appropriate emergency service (medical, fire, and law enforcement agency) and route the call to that agency.

The 911 Dialing that Airvoi provides is similar to Traditional 911 in this regard. Calls made through 911 Dialing on the Service are routed from Airvoi to our emergency services operator. Typically, the customer will need to confirm with the operator their call back number and address that is registered in accordance with paragraph (b) below. The operator will then determine the appropriate emergency agency and transfer the customer call accordingly.

Airvoi reserves the right to charge a fee for 911 Dialing.

1.2 Registration of Physical Location Required

Your 9-1-1 Dialing service is activated when you subscribe to any voice over-ip telephone Services. Registration of physical location (“Physical Location Information”) is required when signing up for any VOIP Service. You should ensure that your location is current at all times in case you are unable to speak during a 911 call. If that is the case, the operator will send the appropriate emergency personnel the registered information contained on file.

You may update or verify your Physical Location Information through your User Account (defined below).

1.3 Disclaimer of Power and Service Outages, etc.

The Service is provided through powered equipment connected to broadband Internet service. As such, a power disruption or failure, Internet Service Provider (“ISP”) broadband congestion, outages or unavailability, or tampering with equipment may prevent 911 Dialing. In the event of a power failure or broadband Internet outage, the customer must access a traditional phone or cellular phone to make an emergency call.

Due to the Service’s reliance on broadband Internet service, there is a greater possibility of network congestion and/or reduced speed in the routing of 911 calls, as compared to traditional phone lines.

1.4 Informing Other Users

By entering into this Agreement, the customer agrees to inform any household residents, guests, other users and potential users of the nature, important differences and the limitations of VoIP 911 Dialing provided by the Airvoi’ Service as compared with E911 service, as set out above.

1.5 Limitation of Liability and Indemnification relating to 911 Dialing

Airvoi utilizes third parties to assist us in the routing of 911 calls to local emergency response centers and to a national emergency calling center. We do not have any control over whether, or the manner in which, calls using our 911 Dialing are answered or addressed by any local emergency response center. As such, AIRVOI DISCLAIMS ALL RESPONSIBILITY FOR THE CONDUCT OF THE APPLICABLE EMERGENCY RESPONSE OR CALL CENTERS. WE DISCLAIM ANY AND ALL LIABILITY OR RESPONSIBILITY IN THE EVENT THAT SUCH THIRD PARTY DATA USED TO ROUTE CALLS IS INCORRECT OR LEADS TO INCORRECT RESULTS. NEITHER AIRVOI NOR ITS OFFICERS OR EMPLOYEES MAY 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 OUR 911 DIALING SERVICE UNLESS IT IS PROVEN THAT THE ACT OR OMISSION PROXIMATELY CAUSING THE CLAIM, DAMAGE, OR LOSS CONSTITUTES GROSS NEGLIGENCE, RECKLESSNESS, OR INTENTIONAL MISCONDUCT ON THE PART OF AIRVOI.

YOU HEREBY AGREE TO DEFEND, INDEMNIFY, AND HOLD HARMLESS AIRVOI, ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES AND AGENTS AND ANY OTHER SERVICE PROVIDER WHO FURNISHES SERIVCES TO YOU IN CONNECTION WITH AIRVOI 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 RELATING TO THE ABSENCE, FAILURE OR THE INABILITY OF ANY USER OF THE SERVICES TO BE ABLE TO USE 911 DIALING OR ACCESS EMERGENCY PERSONNEL.

1.6 Alternate 911 Arrangements

If you are not comfortable with the limitations of VoIP 911 Dialing provided by Airvoi, you should consider having an alternate means of accessing traditional 911 or E911 services or terminating Airvoi Services.

2 Services
2.1 List of Services

This Agreement and the terms and conditions contained within apply to all of the Services that you may subscribe for from time to time. Airvoi may, at its sole discretion, and without notice to the customer, change or modify the Services, in whole or in part.

A full listing of our Services and detailed descriptions can be found at www.airvoi.com (the “Site”). While we strive to describe our products and Services as accurately as possible, we cannot warrant that all information relating to our products and Services, including their descriptions or availability will be accurate, complete, reliable, current or error free. When Airvoi discovers an error on its website, it will correct the error. We reserve the right to provide our products and Services at the correct price with accurate features.

As of the date of this Agreement, we provide the following Services:

(a) Airvoi VOIP Home Phone (“Home Phone”) – Making and receiving telephone calls using a broadband Internet connection, an Airvoi VOIP adapter and a traditional corded or cordless telephone. Telephone calls originating from traditional telephone lines will also function on the Services.

Customers who have subscribed to the VOIP Home Phone Service agree to only use the VOIP Home Phone Service for personal, residential, non-business and non-professional uses that are compliant with the Airvoi Fair Usage Policy. Commercial activities, whether for profit or not, including using the VOIP Home Phone Service for a home office, sales, telemarketing, autodialing, extensive call forwarding, fax broadcast, long holding time applications or any other activity that would be inconsistent with regular residential usage is strictly prohibited under this Service. Furthermore, users of the VOIP Home Phone Service are prohibited from reselling or transferring the Service to another party without our prior written consent. Commercial use of the VOIP Home Phone Service shall constitute a material breach of this Agreement. Airvoi reserves the right to immediately terminate a customer’s access to the Services for failure to comply with this paragraph. Users who wish to use Airvoi’s VOIP Services must use the Airvoi VOIP Business Phone Service.

(b) Airvoi VOIP Business Phone (“Business Phone”) – Making and receiving business telephone calls using a broadband Internet connection and a VOIP-enabled telephone. Customers who have subscribed to the Business Phone agree to use the Service in compliance with the Airvoi Fair Usage Policy.

(c) Airvoi SIP Trunk Services (“SIP Services”)

(d) Toll-Free and Long-Distance Services

(e) E-Fax Services

(f) Conference calling Services

(g) Call recording Services

(h) Internet Services

(i) Equipment Purchase

To use the Home Phone, you will be required to use an Analog Telephone Adaptor (“ATA”) to connect your standard telephone to the Service. Airvoi may provide the ATA at no charge.

Airvoi retains the ownership of any ATA device that is provided to a customer and may, in its sole discretion, request that the ATA be returned upon termination of the Services.

To use some of the other Airvoi Services you will be required to use Airvoi compatible devices and equipment. Please visit www.airvoi.com/compatible for a list of compatible devices.

Compatible devices may be purchased through Airvoi or may be included as part of the Services provided. The equipment and devices sold by Airvoi may come with the manufacturer’s warranty. Airvoi does not provide any additional warranty on these devices.

Devices and equipment purchased or obtained through Airvoi shall contain a limited warranty against any manufacturing defect (“Equipment Warranty”) for a period of one (1) year from the date of purchase. Airvoi will replace any defective device or equipment with comparable devices or equipment in accordance with these terms provided that Airvoi is advised of the defect within the Equipment Warranty period. The Equipment Warranty does not apply to any defect or breakage resulting from accidents, misuse, abuse, or unauthorized modifications to the device or equipment. Airvoi reserves the right to charge a reasonable amount for the shipping and handling of replacing the device or equipment or the provision of parts.

2.2 Use of Service Outside of Canada

Accessing or using the Services or any equipment obtained through Airvoi outside of Canada is done at your own risk, including the risk that such activity violates local laws or regulations in the country where the customer is doing so or the risk that such usage offends the third party agreement with the ISP. It is the customer’s responsibility to ensure that such access is legal or permitted and to also ensure that the movement of equipment into another country does not violate any export control law. The customer agrees to hold Airvoi harmless against any liability for such violation.

2.3 Telephone Number Portability

You may transfer or “port” your current telephone number to another service provider. Upon request from a third party service provider, Airvoi will facilitate the porting of your telephone number to the Airvoi Services. Airvoi works with a number of third party providers to port telephone and toll free numbers on our behalf. As such, you acknowledge and agree that Airvoi will not be liable for the failure or delay of any third party to cooperate in the porting of any telephone number, or for the alleged unauthorized porting of any telephone number by a third party.

Our service providers may require specific, detailed and accurate information to facilitate the port. This may include requesting a copy of your latest bill from your current service provider. WHEN YOUR TELEPHONE NUMBER HAS BEEN SUCCESSFULLY PORTED INTO AIRVOI, THIS DOES NOT MEAN THAT YOUR AGREEMENT WITH YOUR PRIOR SERVICE PROVIDER HAS BEEN TERMINATED. THE CANCELLATION OR TERMINATION OF YOUR AGREEMENT WITH YOUR PRIOR SERVICE PROVIDER AND ANY PENALTIES OR FEES CHARGED TO YOU UPON PORTING TO THE AIRVOI SERVICES SHALL BE ENTIRELY YOUR RESPONSIBILITY.

Please note that should you decide to port your existing Airvoi number to another service provider, THIS DOES NOT AUTOMATICALLY CANCEL OR TERMINATE YOUR AGREEMENT WITH AIRVOI. YOU MUST TERMINATE THIS AGREEMENT IN ACCORDANCE WITH SECTION 4 BELOW.

Please note that in order to port a telephone number, you must keep your service active. If you cancel your service prior to transferring your telephone number to Airvoi or from Airvoi, it may not be possible to port your number and you may lose the phone number you wish to port. NOT ALL TELEPHONE NUMBERS CAN BE PORTED AS SOME NUMBERS MAY NOT BE SUPPORTED BY OUR SERVICE PROVIDER. Airvoi will notify you as soon as possible if we are unable to port your telephone number. Airvoi reserves the right to charge a porting fee, which will be advertised on the Site. IN ADdition, you understand and agree that airvoi may from time to time need to change the telephone or facsimile number assigned to you (due to an area code split or for any other reason). Airvoi shall not be liable for any damages (including consequential, special damages or other damages) to you in the event that it needs to assign you a new telephone or facsimile number.

2.4 Recording Conversations

Certain Airvoi Services provide a function that allows you to record individual telephone conversations. The laws regarding the notice, notification, and consent requirements for recording conversations vary depending on the jurisdiction. You are solely responsible for complying with all federal, provincial and local laws in all relevant jurisdictions when using this feature. Airvoi expressly disclaims all liability with respect to your recording of telephone conversations. You hereby agree to fully, finally and forever release, discharge, hold harmless and fully indemnify Airvoi from and against any damages or liabilities of any kind related to your recording of any telephone conversations using the Services.

3 END-USER LICENSE AND RESTRICTIONS
3.1 Grant of License

Airvoi grants you a limited, personal, revocable, non-exclusive, non-sublicensable, non-assignable, non-transferable, non-resellable license and right to use the Services in strict accordance with this Agreement (“License”). All rights not expressly granted under this Agreement are retained by Airvoi.

3.2 Restrictions

Other than as expressly permitted in this Agreement, the License is subject to the following restrictions and account terms:

(a) The Services we provide are for your use only. You may not resell, lease or provide them in any other way to anyone else, except as permitted through the Application.

(b) You agree not to undertake, cause, permit, or authorize the modification, creation of derivative works, translation, reverse engineering, decompiling, disassembling, or hacking of the Services, or any parts thereof. You agree not to intercept, capture, emulate, decrypt, or redirect the communications protocols used by Airvoi for any purpose.

(c) You may not modify or create derivative works based on the Services.

(d) You may not otherwise use the Services other than for its intended purpose.

(e) Airvoi, in its sole discretion, reserves the right to add, remove, or modify features or functions, or to provide fixes, updates and upgrades, to the Services. You acknowledge and agree that Airvoi has no obligation to make available to you any subsequent versions of the Services.

(f) Your use of the Services and Application must comply with the Use Guidelines outlined in Section 3.4 of these Terms.

3.3 No Grant of IP Rights

You acknowledge and agree that any and all patents, copyrights, trade-marks, service marks, trade secrets, and all other intellectual property rights (collectively, “IP Rights”) and the Services are and shall remain the sole and exclusive property of Airvoi and its licensors. Nothing in this Agreement intends to or shall grant, transfer, or assign any IP Rights to, or vest any IP Rights in, you. You are only entitled to the limited use of the rights expressly granted to you in this Agreement. You will not take any action to jeopardize, limit, or interfere with the IP Rights. You acknowledge and agree that any unauthorized use of the IP Rights is a violation of this Agreement, as well as a violation of applicable intellectual property laws. You acknowledge and understand that all title and rights in and to any third party content that may be accessed through the Services is the property of the respective content owners and may be protected by applicable copyright or other intellectual property laws and treaties.

3.4 Use Policies

You shall not use the Services for any illegal, fraudulent, improper or abusive purpose or in any way that interferes with Airvoi’s ability to provide high quality Services to other customers, prevents or restricts other customers from using the Services, or damages any of Airvoi’s or other customer’s property. If Airvoi finds that you are using the Services for anything other than the permitted uses in this Agreement or for any of the prohibited uses in this Agreement, Airvoi may at its sole discretion terminate your Services and charge you any applicable fees for the Services used plus damages caused by your improper use. Prohibited uses include but are not limited to:

(a) Behaviour that is illegal, obscene, threatening, harassing, defamatory, libellous, deceptive, fraudulent, malicious, infringing, tortious, or invasive of another's privacy.

(b) Sending unsolicited messages or advertisements in contravention of any anti-spam law, including email, voicemail, SMS, or faxes (commercial or otherwise) ("spamming"), or otherwise sending bulk and/or junk email, voice mail, SMS, or faxes.

(c) Harvesting or otherwise collecting information about others, including email addresses, without their consent.

(d) Negligently, recklessly, knowingly, or intentionally transmitting any material that contains viruses, time bombs, Trojan horses, worms, malware, spyware, or any other programs that may be harmful or dangerous.

(e) Creating a false Caller ID identity ("ID spoofing") or forged email/SMS address or header, or otherwise attempting to mislead others as to the identity of the sender or the origin of any communication made using the Services.

(f) Transmitting any material that may infringe, misappropriate, or otherwise violate the foreign or domestic intellectual property rights or other rights of third parties.

(g) Violating any law regarding the transmission of technical data or software exported through the Services.

(h) Using the Services in any way that interferes with other customers' and third parties' use and enjoyment of the Services or use the Services in any manner which disrupts, prevents or restricts any other customer from using the Services.

(i) Using or employing methods and/or devices that are designed or likely to take advantage of, bypass, exploit, or otherwise avoid this Use Policy.

4 SERVICE TERM AND TERMINATION
4.1 Service Term

Your license to the Services is provided for a term specified in your Services contract that you entered into with Airvoi online or through a sales agreement (“Term”). The initial Term begins on the date that you sign up for the Services (“Date of Purchase”).

For avoidance of doubt, Sections 1 (Emergency Services & 911 Dialing), 2 (Services), 3 (End-User License and Restrictions), 6 (Airvoi Website and User Account), 8 (Limitations of Liability, Indemnification, No Warranty), 9 (Privacy Policy) and 10 (General) shall survive termination or expiration of this Agreement for the maximum term allowable by law.

4.2 Termination or Discontinuance of Services by Airvoi

We reserve the right to suspend or discontinue a portion of, or all of the Services, at any time in our sole and absolute discretion, for any reason whatsoever, including, without limitation (i) for a breach of subsections 2.1, 3.2 or 3.4; (ii) failure to comply with the payment provisions and requirements of Section 5; (iii) failure to meet Airvoi’s credit requirements; (iv) the customer becoming bankrupt or otherwise insolvent; (v) violating this Agreement.

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 Service Term charges. If your Service is disconnected for any other reason, you will be responsible for all charges through the end of the current Service Term, including unbilled charges, plus the ECF (defined below), if applicable, all of which will immediately be due and payable.

Airvoi will pursue collection for unpaid amounts on disconnected accounts and may report to and exchange credit and personal information with any credit/consumer reporting agency and financial institution relating to this Agreement.

4.3 Right to Terminate and Early-Cancellation Fee (ECF)

Except as prohibited by law in your jurisdiction, the Term for all Service plans will renew automatically for successive Terms of the same length without further action by or notice to you unless you notify Airvoi customer service of non-renewal at least thirty (30) days before the end of the then current Term, unless otherwise provided in your Services contract. Upon termination without the requisite amount of notice, you will be responsible for any early cancellation fees (“ECF”). ECFs shall be charged separately for each Service. In order to prevent the Service plan from renewing automatically, you must call Airvoi and request cancellation at least thirty (30) days prior to the expiration date. Third party termination requests will not be accepted.

For VOIP Services, the ECF will be charged for each Home Phone or Business Phone telephone line or extension (“Line”). The ECF for each Line of VOIP Services shall be the greater of (a) $100 per Line or (b) $20 per month remaining in the Term for that particular Line, to a maximum of $300 (plus applicable taxes) for each Line.

For other Services, the ECF shall be the greater of (a) $100 or (b) $20 per month remaining in the Term of Service.

Customers who are enrolled in a month-to-month Service plan shall only be responsible for the charges used up to one month after their cancellation date. In addition, the customer will be responsible for all charges for the Services incurred up to the effective cancellation date.

5 PRICES & PAYMENT
5.1 Prices, Service Charges and Rates

Please note that all prices, taxes, surcharges and fees are subject to change any time. Initially, the price, service charges and rates for Services will be advertised at the time of entering into the Services contract with Airvoi and confirmed via e-mail upon subscription to the Services, but are subject to change upon written notice. Customers will be given thirty (30) days written notice prior to a price, service charge or rate change taking effect on their account.

Certain discounts or promotions may be applied to customers who subscribe to multiple or a bundle of Services. If the customer cancels any of the bundled Services or Services in a bundle plan, Airvoi may increase the rates for the remaining Services.

5.2 Charges, Payments and Methods of Payment

The customer shall pay all applicable fees, charges and taxes relating to the services, including, without limitation (a) collect-call and accepting-call charges; (b) fees from 411, 711, etc.; (c) 0 operator charges; and/or (d) other fees that may be applicable to your Service plan. Charges for each monthly Service Term are billed in advance.

The customer agrees that the supply of the Services takes place in Ontario, Canada. As such, HST (provincial sales tax) at the rate of 13% will be charged for all Services.

Upon subscription and dependent on the Services selected and approval by Airvoi, you may be provided with payment options. Payment methods may include: (a) automatic payments through a credit card or automated payments; or (b) upon receipt of an invoice through credit card, online banking, or cheque. If the invoicing method is selected, the Customer shall pay the invoice within seven (7) days of receipt. Invoices that are unpaid within seven (7) days of receipt shall accrue interest of 2% per month (24% per year). Furthermore, Airvoi reserves the right to require customers to make recurring automatic payments to continue providing Services if that customer has been late with payments under the invoicing method.

Upon termination, we will charge you any fees and any outstanding charges, including any applicable ECF and disconnect your service. You agree to advise and notify us of any changes to your payment method, such as credit card account number or expiration ate changes. If the credit card or other payment method on your account is declined or fails for any reason, Airvoi will use reasonable efforts to contact you and advise you of the failed billing attempts. Notwithstanding the foregoing, Airvoi reserves the right to disconnect your Service and terminate your account if your credit card on file is declined or fails for any reason. We may assess an additional fee of the lesser of (a) fifty ($50) or (b) the highest amount allowed by law for any credit card chargeback or check returned for non-payment. Airvoi reserves the right to continue to attempt charging your credit card for any outstanding charges and additional fees and pursue any other legal remedies available to Airvoi.

5.3 Billing Disputes

You must dispute any charges for the Services in writing within thirty (30) days of the date of the charge by Airvoi. If you fail to provide a written statement explaining in reasonable detail your reasons for disputing the charge within such time period, you hereby irrevocably waive any objection and further recourse with regard to such charges. Written statements disputing charges must be sent to customerservice@airvoi.com.

6 AIRVOI WEBSITE AND USER ACCOUNT
6.1 Registration Data; Account Security

Customers may sign up for the Services by registering an account on the Airvoi website at www.airvoi.com (“Site”) or by executing a sales agreement with Airvoi (“Sales Agreement”). You agree to (a) provide accurate, current and complete information (including of your physical location in accordance with subsection 1.2) as may be prompted by any registration forms on the Site or on the Sales Agreement (“Registration Data”); (b) maintain the security of your User Account password; (c) maintain and promptly update the Registration Data, and any other information you provide to the Site (including your physical location), and to keep it accurate, current and complete; and (d) accept all risks of unauthorized access to the Registration Data and any other information you provide to the Site or Sales Agreement. You are responsible for all activity on your User Account.

6.2 Site Intellectual Property

All information, data, logos, marks, designs, graphics, pictures, other files, their selection and arrangement (“Content”) and all software available on the Site is the property of Airvoi or its licensors and is protected by Canadian and international copyright laws, and all rights to the Site, such Content and such software are expressly reserved. All trade-marks, registered trade-marks, product names and company names or logos mentioned in the Site are the property of their respective owners.

Airvoi grants you a limited, revocable, non-exclusive, non-sublicenseable license to access the Site and to view, copy and print the portions of the Content available to you on the Site. Such license is subject to this Agreement.

7 SERVICE INTERRUPTIONS, UPGRADES

Airvoi may, without any liability, interrupt the Services to upgrade the system, or perform necessary maintenance. Where possible, we will give you notice of any upcoming interruptions to the Services.

8 LIMITATION OF LIABILITY, INDEMNIFICATION, NO WARRANTY
8.1 Limitation of Liability

In addition to the limitations of liability related to 911 Dialing set out in subsection 1.5, Airvoi’s liability, if any, arising out of or in any way related to the performance of the Services shall be limited to general monetary damages prorated to the length of time which it takes Airvoi to remedy the failure, after Airvoi receives notice of the failure, and in any event not to exceed the total amount paid by the customer for the Services in the month immediately preceding the occurrence of the event giving rise to such liability. Airvoi shall not be liable under any circumstances for damages in respect of any direct, indirect, special, exemplary, punitive or consequential damages, including, without being limited to the following, property damages, lost profits, that result in any way from the use of the Services, or any part thereof, by the installation of the Services and/or equipment by Airvoi, its agents and/or suppliers, by the customer or any other person through their account, or any claim or demand against Airvoi by any other party.

8.2 Indemnification

In addition to the indemnification you provided related to 911 Dialing set out in subsection 1.5, you shall defend, indemnify, and hold harmless Airvoi, its officers, employees, affiliates and agents and any other service provider who furnishes services to you in connection with this Agreement or the Services, 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, but not limited to, claims resulting from your improper, inappropriate or illegal use of the Services as described in subsections 3.2 and 3.4above.

8.3 No Warranty

To the fullest 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, reasonable acceptable quality, fitness of the Services 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 Services will meet the customer’s requirements. Without limiting the foregoing, we provide no warranty or condition on UP-TIME, RESPONSE TIMES, LATENCY, MEAN-TIME BETWEEN FAILURES, OR that the Services will be without failure, delay, interruption, error, DEFECTS, degradation of voice quality, Internet connection speed or connection. Neither Airvoi nor its officers, directors, employees, affiliates or agents, or any other service provider or vendor who furnishes services, devices, or products to customer in connection with this Agreement or the Services, 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, customer’s information (including location) through accident, fraudulent means or devices or any other method, regardless of whether such damage occurs as a result of Airvoi or its service providers’ or vendors’ negligence. Statements and descriptions concerning our Services, if any by Airvoi or its agents or installers are informational and are not given as a warranty of any kind.

AIRVOI DOES NOT warrant the accuracy or reliability of the results obtained through the use of the services or any data or information downloaded or otherwise obtained or acquired through the use of the services. you acknowledge that any data or information downloaded or otherwise obtained or acquired thorugh the use of the services are at your sole risk and discretion and airvoi will not be liable or responsible for any damage to you or your property.

Although every effort is made to ensure that voicemails and fax transmissions are secure, airvoi makes no guarantee of security.

Some jurisdictions do not permit the disclaimer of certain implied warranteis, so some of these disclaimers may not apply to you. to the extent that airvoi cannot disclaim any such warranty as a matter of applicable law, the scope and duration of such warranty will be the minimum permited under such law.

9 Privacy Policy

Please refer to Airvoi’s privacy policy available at www.airvoi.com/privacy_policy (the “Privacy Policy”) for information on how Airvoi collects, uses and discloses personally identifiable information from its customers and users of the Site. By using the Site and/or the Services you agree to our use, collection and disclosure of personally identifiable information in accordance with the Privacy Policy.

10 GENERAL
10.1 Entire Agreement

This Agreement, including any future modifications as may occur with the terms of this Agreement, and the rates for Services found on our Site constitute the entire agreement between you and Airvoi and govern the use of the Services by you or those who may use the Services that you have signed up for. This Agreement supersedes any prior agreements between you and Airvoi and any and all prior contemporaneous statements, understandings, writings, commitments, or representations concerning its subject matter.

10.2 Governing Law and Arbitration

This Agreement is governed by and construed in accordance with the laws of the Province of Ontario and the federal laws applicable therein. The parties shall refer all disputes between the parties in relation to this Agreement to the arbitration of a single arbitrator with experience in telecommunications or Information Technology services, if the parties agree upon one, otherwise to three arbitrators with the same experience, one to be appointed by each party and a third to be chosen by the first two named before they enter upon the business of arbitration. The arbitration shall occur in Toronto, Ontario, Canada. The award and determination of the arbitrator or arbitrators or any two of the three arbitrators is binding upon the parties and their respective heirs, executors, administrators and assigns.

10.3 Entire Agreement

Notices under this Agreement shall be in writing, addressed to the party at its last-provided address, and shall be deemed given when delivered personally, or by e-mail (with confirmation of receipt) or conventional mail (registered or certified, postage prepaid with return receipt requested). Where available, a customer can provide notices to Airvoi through its User Account.

10.4 Force Majeure

Notwithstanding any other provision herein contained, neither party shall be liable to the other for delays in the performance of or completion of this Agreement if such delay is caused by strikes, earthquakes, riots, wars, government regulations, acts of God, fire, flood or other similar causes beyond its control.

10.5 Severability

If any provision of this Agreement shall be declared invalid, illegal or unenforceable, all remaining provisions shall continue in full force and effect.

10.6 No Waiver

All waivers of any rights or breach hereunder must be in writing to be effective, and no failure to enforce any right or provision shall be deemed to be a waiver of the same or other right or provision on that or any other occasion.

10.7 Assignment; Enurement.

Neither party may assign or otherwise transfer its rights and/or obligations under this Agreement without the prior written consent of the other party, provided however, that Airvoi shall be entitled to assign the benefit of this agreement to any related entity, successor or purchase of the Airvoi’ business on notice to the customer. This Agreement will bind and inure to the benefit of the parties and their respective successors and permitted assigns.

10.8 French Language.

The parties confirm that it is their express wish that this agreement, as well as any other documents relating to this agreement, including notices, schedules and authorizations, have been and shall be drawn up in the English language only. Les parties confirment qu'il est leur volonté expresse que cet accord, ainsi que les autres documents relatifs à cet accord, y compris les avis, les horaires et les autorisations, ont été et doivent être rédigés dans la langue anglaise seulement.

10.9 Export Controls

You agree to comply fully with all relevant export laws and regulations of Canada, and without limiting the generality of the foregoing, you expressly agree that you shall not export, directly or indirectly, re-export, divert or transfer any portion of the Services or any direct product thereof to any destination, company or person restricted or prohibited by such laws or regulations.

10.10 Future Changes to this Agreement

We may change the terms of this Agreement from time to time upon delivery of electronic or written notices to you. Airvoi generally provides written notice of changes to your User Account, including this Agreement and any other legal agreements, via email, electronic notice on the Site or your User Account page, or on your billing statements. You agree to carefully read and review each such e-mail notice, electronic notice, and billing statement from Airvoi fully regarding any such notices of changes to your User Account.

The modified terms shall replace and supersede all previously agreed to electronic and written terms, as well as any prior versions of this Agreement. You agree that you are solely responsible for (a) making sure that your registered email account is current and functional,

(b) checking your registered email account on a routine basis, (c) checking the Site and/or your User Account page on a routine basis, and (d) making sure that Airvoi communications are not blocked or rendered undeliverable by you, your computer, any software installed on your computer, your Internet service provider, or for any other reason.

11 QUESTIONS

If you have any questions regarding this Agreement or your use of the Services, please contact us here:

Airvoi: customerservice@airvoi.com