These Terms of Service constitute the agreement ("Agreement")
between ZiD Internet division of Zymos Computer Systems Inc. ("we," "us" or "ZiD")
and the user ("you", "user", "customer")
of ZiD Internet communications services and any related products
or services ("Service"). This Agreement governs both the
Service and any devices, such as an IP phone, Analog Telephone Adapter
or any other IP connection device ("Device" or "Equipment"),
used in conjunction with the Service and it applies to all lines
on each ZiD account.
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
UNDERSTAND FULLY ITS TERMS AND CONDITIONS.
1. EMERGENCY SERVICES - 911 DIALING
1.1 Non-Availability of Traditional 911 or E911 Dialing Service.
ZiD offers a form of 911 service (911 Dialing) that is similar to
traditional 911 service but has some important differences and limitations
when compared with enhanced 911 service (E911) available in most
locations in conjunction with traditional telephone service. With
both traditional 911 and E911 service, your call is sent directly
to the nearest emergency response centre. In addition, with E911
service, your call back number and address are visible to the emergency
response centre call-taker. With ZiD's 911 service, your call is
sent to a national emergency call centre. The call centre operator
will request or confirm your location information and then transfer
your 911 call to the emergency response centre nearest your location.
You should be prepared to provide or confirm your address and call-back
number with the operator. If you use a WiFi, or SoftPhone, your 911
calls will be routed to the national emergency response centre, however,
emergency personnel do not receive your phone number or physical
location information. Do not hang up unless told directly to do so
and if disconnected, you should dial 911 again.
1.2 Registration of Physical Location Required. You should ensure
your location information, when registered with ZiD, is kept current
at all times. In case you are not able to speak during the 911 call,
the call taker would dispatch emergency response vehicles to your
last registered address. You need to update your 911 Dialing information
if you move your device to a different location and/or if you add
a new line to your account. Regardless of what address you register
for a WiFi, or SoftPhone, the national emergency response centre
does not receive your phone number or physical location information
when you place a 911 call. Your 911 Dialing service is activated
when you subscribe to ZiD Internet service.
1.3 Service Outages. 911 Dialing service will not function in the
event of a power or broadband outage or if your broadband, ISP or
ZiD Internet service is suspended or disconnected. Following a power
failure or disruption, you may need to reset or reconfigure your
Device prior to utilizing the service, including 911 Dialing.
1.4 Re-Registration Required if You Change Your Number or Add or
Port New Numbers.You must successfully register your location of
use for each changed, newly added or newly ported number in order
for 911 Dialing to function as intended. Regardless of what address
you register for a WiFi or SoftPhone, the national emergency response
centre does not receive your phone number or physical location information
when you place a 911 call.
1.5 Network Congestion; Reduced Speed for Routing or Answering 911
Dialing Calls. There may be a greater possibility of network congestion
and/or reduced speed in the routing of a 911 Dialing call made utilizing
the Service as compared to traditional 911 Dialing over traditional
public telephone networks.
1.6 Conveying Limitations to other household residents and guests.
You should inform any household residents, guests and other persons
who may be present at the physical location where you utilize the
ZiD Internet service, of the important differences in and limitations
of VoIP 911 Dialing service as compared with E911 service, as set
out above.
1.7 Disclaimer of Liability and Indemnification. We do not have any
control over whether, or the manner in which, calls using our 911
Dialing service are answered or addressed by any local emergency
response centre. We disclaim all responsibility for the conduct of
local emergency response centers and the national emergency calling
centre. We rely on third parties to assist us in routing 911 Dialing
calls to local emergency response centers and to a national emergency
calling centre. We disclaim any and all liability or responsibility
in the event such third party data used to route calls is incorrect
or yields an erroneous result. Neither ZiD 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 such claims or causes
of action arose from our gross negligence, recklessness or willful
misconduct. You shall defend, indemnify, and hold harmless ZiD, its
officers, directors, employees, affiliates and agents and any other
service provider who furnishes services to you in connection the
Service, from any and all claims, losses, damages, fines, penalties,
costs and expenses (including, without limitation, legal fees and
expenses) by, or on behalf of, you or any third party relating to
the absence, failure or outage of the Service, including 911 Dialing,
incorrectly routed 911 Dialing calls, and/or the inability of any
user of the Service to be able to use 911 Dialing or access emergency
service personnel.
1.8 Alternate 911 Arrangements. If you are not comfortable with the
limitations of the 911 Dialing service, you should consider having
an alternate means of accessing traditional 911 or E911 services
or disconnecting the Service.
2. SERVICE TERM.
2.1 (a) Service Term. Service is offered and paid for on a prescribed
recurring basis for a term that begins on the date that ZiD activates
your Service and ends on the day before the same date in the following
period (“Service Term”). Subsequent terms of this Agreement
automatically renew for the same Service Term unless you give us
written notice of disconnection at least ten (10) days before the
end of the applicable Service Term. You are purchasing the Service
for the full Service Term, meaning that if you attempt to disconnect
Service prior to the end of the applicable Service Term, you will
be responsible for all charges relating to the then-current Service
Term, including unbilled charges, plus a disconnection fee, if applicable,
all of which will immediately become due and payable. You will also
be responsible for charges for the following Service Term in the
event that you do not provide the requisite ten-day disconnect notice
as described above.
2.1(b)
2.2 Residential Use of Service and Device. If you subscribe to
ZiD's residential services, the Service and the Device are provided
to you solely for residential use. You shall not resell or transfer
the Service or the Device to another party without our prior
written consent. You are prohibited from using the Service or
the Device for auto-dialing, continuous or extensive call forwarding,
telemarketing (including charitable or political solicitation
or polling), fax or voicemail broadcasting or fax or voicemail
blasting. We reserve the right to immediately disconnect or modify
your Service if we determine, in our sole and absolute discretion,
that your use of the Service or the Device is, or at any time
was, inconsistent with normal residential usage patterns. In
addition, you will be required to pay our higher rates for commercial
service for all periods in which your use of the Service or the
Device was inconsistent with normal residential use.
2.3 Prohibited Uses: Unlawful Uses and Inappropriate Conduct
You shall use the Service and the Device only for lawful purposes.
You shall not use the Service or Device in any way that is improper
or inappropriate, including in a manner that is threatening, abusive,
harassing, defamatory, libelous, deceptive, fraudulent, invasive
of another’s privacy, or any similar behavior. In addition,
you shall not use the Service or the Device to impersonate another
person; send bulk unsolicited messages; use robots, data mining
techniques or other automated devices or programs to catalogue,
download, store or otherwise reproduce or distribute information
from the Service or use any such automated means to manipulate
the Service; use the Service to violate any law, rule or regulation;
violate any third party’s intellectual property or personal
rights; or exceed your permitted access to the Service. Subject
to applicable law, we may, but are under no obligation to, monitor
usage of the Service for violations of this Agreement. We may remove
or block any or all communications if we suspect a violation of
this Agreement or if we deem it necessary in order to protect the
Service, or ZiD, its parent, affiliates, directors, officers, agents
and employees from harm. We reserve the right to immediately disconnect
your Service without notice, if, in our sole and absolute discretion,
we determine that you have used the Service or the Device for an
unlawful purpose or in ways mentioned above. In the event of such
disconnection you will be responsible for all fees and charges
due under this Agreement, including those referred to in Section
2.1, plus a disconnection fee, if applicable, all of which will
be immediately due and payable. If we believe that you have used
the Service or the Device for an unlawful purpose, we may forward
the relevant communication and other information, including your
identity, to the appropriate authorities for investigation and
prosecution. You hereby consent to our forwarding of any such communications
and information to these authorities. In addition, ZiD will provide
customer and call detail information in response to lawful government
requests, subpoenas, court orders and to protect its rights and
property, and in response to law enforcement requests where the
failure to disclose the information may lead to imminent harm to
the customer or others. Furthermore, ZiD reserves all of its rights
at law and equity to proceed against anyone who uses the Services
illegally or improperly.
2.4 Use of Service and Device by Customers Outside Canada and the
United States. Although we encourage you to use the Service to
place calls to foreign countries from within Canada and the United
States, and to use the Service as you travel, ZiD offers and
supports services only in Canada, the United States and certain
other countries. ZiD Service is designed to work generally with
unencumbered high-speed internet connections. However, if the
high-speed internet connection you are using is not within a
ZiD service area, and/or your ISP or other broadband provider
places restrictions on the usage of VoIP services, ZiD does not
represent or warrant that use of the Service by you is permitted
by any other jurisdictions or by any ISP or broadband provider.
You will be solely responsible for any violations of local laws
and regulations resulting from such use. We reserve the right
to disconnect your Service immediately if we determine, in our
sole and absolute discretion, that you have used the Service
or the Device in violation of laws of jurisdictions outside of
ZiD service areas.
2.5 Copyright; Trademark; Unauthorized Usage of Device; Firmware
or Software.
(a) Copyright; Trademark. The Service and Device and any firmware
or software used to provide the Service or provided to you in conjunction
with providing the Service, or embedded in the Device, and all
Services, information, documents and materials on our websites
are protected by trademark, copyright or other intellectual property
laws and international treaty provisions. All of our websites,
corporate names, service marks, trademarks, trade names, logos
and domain names (collectively "marks") are and will
at all times remain our exclusive property. Nothing in this Agreement
grants you the right or license to use any of our marks.
(b) Unauthorized Usage of Device; Firmware or Software. For residential
and business plan customers only, you (i) have not been granted
any license to use the firmware or software used to provide the
Service or provided to you in conjunction with providing the Service,
or embedded in the Device, other than a nontransferable, revocable
license to use such firmware or software in object code form (without
making any modification thereto) strictly in accordance with the
terms and conditions of this Agreement, and (ii) expressly agree
that the Device is exclusively for use in connection with the Service
and that we will not provide any passwords, codes or other information
or assistance that would enable you to use the Device for any other
purpose. We reserve the right to prohibit the use of any interface
device that we have not provided to you. You hereby represent and
warrant that you possess all required rights, including software
and/or firmware licenses, to use any interface device that we have
not provided to you. In addition, you shall indemnify and hold
us harmless against any and all liability arising out of your use
of such interface device with the Service. You shall not reverse
compile, disassemble or reverse engineer or otherwise attempt to
derive the source code from the binary code of the firmware or
software.
2.6 Tampering with the Device or Service. You shall not change
the electronic serial number or equipment identifier of the Device
or perform a factory reset of the Device without our prior written
consent. We reserve the right to disconnect your Service if we
believe, in our sole and absolute discretion, that you have tampered
with the Device. In the event of such disconnection, you will
remain responsible for all charges through the end of the current
Service Term, including unbilled charges, plus a disconnection
fee, if applicable, all of which will immediately be due and
payable. You shall not attempt to hack or otherwise disrupt the
Service or make any use of the Service that is inconsistent with
its intended purpose.
2.7 Theft of Service. You shall not use or obtain the Service in
any manner that avoids ZiD policies and procedures including in
an illegal or improper manner. You shall notify us immediately,
in writing or by calling our customer support line, if the Device
is stolen or if you become aware at any time that your Service
is being stolen, fraudulently used or otherwise being used in an
unauthorized manner. When you call or write, you must provide your
account number and a detailed description of the circumstances
of the Device theft, fraudulent use or unauthorized use of Service.
Failure to do so in a timely manner may result in the disconnection
of your Service and additional charges to you. Until such time
as we receive notice of the theft, fraudulent use or unauthorized
use, you will be liable for all use of the Service using a Device
stolen from you and any and all stolen, fraudulent or unauthorized
use of the Service whether or not it involves a stolen Device.
ZiD reserves all of its rights at law and equity to proceed against
anyone who uses the Services or Device illegally or improperly.
2.10 Number Transfer or "Port" on Service Disconnection.
(a) Single line Accounts. You may be able to take, or "port," your
current number to another service provider. If you ask your new
service provider to port a number from us, and we receive your
request from the new service provider, we will terminate our service
for that number shortly after notification to ZiD by the relevant
carrier(s) of the successful completion of the port. Once your
service is terminated and the port is completed, you will remain
responsible for all charges and fees through the end of that billing
cycle, including any cancellation fees. If a port is unsuccessful
for any reason, your service and your agreement with us will not
terminate, you will remain a ZiD customer, and you will continue
to be responsible for all charges and fees associated with your
ZiD service.
(b) Multiple-line Accounts. If you request your new service provider
to port a number from us and you have multiple numbers assigned
to your account and/or additional devices such as the WiFi or Softphone
on your account, you are required to inform us of your intent to
terminate all the services on your account, prior to the successful
completion of the requested port or we will select the most appropriate
billing plan for any remaining numbers and/or devices on your ZiD
account, and you will continue to be responsible for all the charges
and fees associated with the remaining services on your ZiD account.
Once the port of the requested number is completed, you will remain
responsible for all charges and fees through the end of that billing
cycle, including any cancellation fees applicable to the ported
number.
2.11 Service Distinctions. The Service is not a traditional telecommunications
service and we provide it on a best efforts basis. Things beyond
our control may affect the Service, such as power outages, fluctuations
in the Internet, your underlying ISP or broadband service. Other
things may affect Service, such as maintenance. ZiD will act
in good faith with a view to minimizing disruptions to your use
of and access to Service. Important distinctions exist between
a traditional telecommunications service and our Service, and
our Service is subject to different regulatory treatment than
a traditional telecommunications service. This treatment may
limit or otherwise affect your rights of redress before regulatory
agencies.
2.12 Ownership and Risk of Loss. You will own the Device and bear
all risk of loss of, theft of, casualty to or damage to the Device,
from the time it is shipped to you until the time (if any) when
it is returned to us in accordance with this Agreement.
2.13 No 0+ or Operator Assisted Calling; May Not Support x11/8xx
Calling. The Service does not support 0+ or operator assisted calling
(including, without limitation, collect calls, third party billing
calls, 900 or calling card calls). The Service may not support
311, 511 and/or other x11 (other than certain specified dialing
such as 911 and 411, which are provided for elsewhere in this Agreement)
services in one or more (or all) service areas.
2.14 Change of Number. You have no property right in any phone
number assigned to or used by you. We shall be entitled to change
any such number where we determine, in our sole discretion, that
such a change is necessary. We shall give you reasonable advance
written notice of such a change, except in cases of emergency,
where oral notice shall be given.
2.15 Incompatibility with Other Services.
(a) Home Security Systems. The Service may not be compatible
with home security systems. You may be required to maintain a telephone
connection through your local exchange carrier in order to use
any alarm monitoring functions for any security system installed
in your home or business. You are responsible for contacting the
alarm monitoring company to test the compatibility of any security
system with the Service.
(b) Certain Broadband, Cable Modem and Other Services. You acknowledge
that the Service may be determined to be incompatible with your
ISP. You further acknowledge that some providers of broadband service
may provide modems that prevent the transmission of communications
using the Service. We do not warrant that the Services will be
compatible with all broadband services and expressly disclaim any
express or implied warranties or conditions regarding the compatibility
of the Service with any particular broadband service.
2.16 Customer Service. We offer varying types and levels
of customer service depending upon a number of factors, including
the Service you are using and the problems you are experiencing.
For more information on our customer service options, please review
the “Help” section of our website located at www.ZiD.com.
We assume no obligation to provide support services for any third
party products or services, or problems with the Service caused
by third party products or services. Unless you have entered into
a separate services agreement with us, we may change the customer
service options at any time.
3. CHARGES; PAYMENTS; TAXES; DISCONNECTION
3.1 Billing . When the Service is activated, you must provide us
with a valid email address and a payment method that we accept.
We reserve the right to stop accepting your payment method or your
payments. If your payment method expires, you close your account,
your billing address changes, or your payment method is cancelled
and replaced on account of loss or theft, you must advise us at
once. We will bill all charges, fees, applicable taxes and surcharges
for each Service Term in advance (except for usage-based charges,
which will be billed monthly in arrears, and any other charges
which we decide to bill in arrears) to your payment method, including
but not limited to:
Activation fees; Service fees; usage charges; international usage
charges; advanced feature charges; premium services/Add ons; equipment
purchases; taxes; disconnection fees; and shipping and handling
charges.
The amount of such fees and charges shall be published on our website
and may change from time to time. ZiD may introduce new products
and services at special introductory pricing. Introductory pricing
may change at ZiD’s discretion. Where required by law,
notification of invoices will be sent to you via your email address
on file with us. We reserve the right to bill at more frequent
intervals if the amount you owe to us at any time exceeds $50.
ZiD bills usage charges to the nearest 6 second. ZiD bills fractional
usage charges in full cents that are rounded up when the value
is $.005 or more and down when the value is less than $.005,
unless otherwise set forth in the rate schedules found on our
website.
The above fees are defined as follows:
Activation Fee - This fee covers charges for setting up your account
and activating you on our system.
Service Fee - This is the basic charge associated with your service.
This fee includes the calling charges defined by your plan, the
features associated with your plan and basic account services.
Usage Charges - If you exceed the number of calling minutes on
your plan, ZiD will bill you for the minutes you use above your
allowance. ZiD also bills for calls to directory assistance and
other information services.
International Usage Charges - These are the fees associated with
calls to locations outside of Canada and the U.S.
Advanced Features, Add-Ons, Premium Services - ZiD charges additional
fees for enhanced features, add-ons, and other added products and
services.
Equipment Purchases - In most instances, you will pay for equipment
associated with your ZiD service with your payment method. However,
there may be occasions when ZiD will offer you the option to bill
equipment to your account.
Taxes - ZiD is required to bill and collect local, provincial and
federal taxes imposed on ZiD customers by the various taxing authorities.
ZiD passes all taxes it collects on to the appropriate taxing authority.
3.2 Billing Disputes. You must notify us in writing within seven
(7) days after receiving your statement from your credit card issuer
if you dispute any ZiD charges on that statement or you will be
deemed to have waived any right to contest such charges. All notices
of disputed charges should be directed to ZiD Internet at:
Billing Department
ZiD Internet div of Zymos Computers
3955 Isabelle “D”
Brossard, QC, Canada J4Y 2R2
accounts@ZiD.com
Fax: 450-659-9000
3.3 Payment and Collection.
(a) Payment. Your subscription to the Service authorizes us to
collect from your payment method. This authorization will remain
valid until thirty (30) days after we receive written notice from
you terminating our authority to charge your payment method, whereupon
we will charge you for the disconnection fee, if applicable, and
any other outstanding charges and disconnect your Service. We may
disconnect your Service at any time in our sole and absolute discretion
if any charge to your payment method is declined or reversed, your
payment method expires and you have not provided us with a valid
replacement payment method or in case of any other non-payment
of account charges.
(b) Collection. If your Service is disconnected, you will remain
fully liable to us for all charges pursuant to this Agreement and
any and all costs we incur to collect such amounts, including,
without limitation, collection costs and legal fees and expenses.
3.4 Disconnection; Discontinuance of Service. We reserve the right
to suspend or discontinue the Service generally, or to disconnect
your Service, at any time in our sole and absolute discretion.
If we discontinue the Service generally, or disconnect your Service
without a stated reason, you will only be responsible for charges
accrued through the date of disconnection, including a pro-rated
portion of the final Service Term charges. If your Service is
disconnected on account of your breach of any provision of this
Agreement, you will be responsible for all charges through the
end of the current Service Term, including unbilled charges,
plus the disconnection fee, if applicable, all of which will
immediately be due and payable.
ZiD 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.
3.5 Taxes. Federal, provincial, municipal, local or other governments
may assess taxes, surcharges and/or fees on your use of ZiD service.
These charges may be a flat fee or a percentage of your ZiD charges
and may change from time to time without notice. These charges
are based on the rates applicable to the address you provided to
us. You are responsible for all applicable federal, provincial,
municipal, local or other governmental sales, use, excise, value-added,
personal property, public utility, goods and services, harmonized
or other taxes, fees or charges now in force or enacted in the
future, that arise from or as a result of your subscription or
use or payment for the Service or a Device. Such amounts are in
addition to payment for the Service or Devices and will be billed
to your payment method as set forth in this Agreement. If you are
exempt from payment of such taxes, you must provide us with an
original certificate that satisfies applicable legal requirements
attesting to tax-exempt status. Tax exemption will only apply from
and after the date we receive such certificate.
3.6 Money Back Guarantee; Limitations and Conditions.
(a) Residential and Small Business Customers. We offer a thirty
(30) day money back guarantee (“Money Back Guarantee”)
from the date your Service is activated. The Money Back Guarantee
applies only to the first-ordered line per account, not to additional
or secondary lines. We will refund or credit the Service charge
for the first Service Term:
- The Money Back Guarantee period only applies to the initial
line ordered on your account; additional lines are excluded;
- you have not exceeded 500 minutes of usage;
- Service is cancelled within the first thirty (30) days following
the activation of the Service and activation occurs when you
place your order for service;
- If you purchased the Device at www.ZiD.com, we receive the
Device in original condition, reasonable wear and tear excluded,
within fourteen (14) days of cancellation of your Service;
- You return proof of purchase with the Device, with the UPC
or bar code intact, together with the original packaging, all
parts, accessories, and documentation;
- Prior to returning the Device to us, you obtain a valid return
authorization number from our customer care department which
can be reached at 1-877-659-6505; and
- You must pay all costs of shipping the Device back to us.
So long as you cancel Service within the Money Back Guarantee Period
and comply with the above described conditions, ZiD will issue
ONE disconnection fee credit to your account.
ZiD may not be able to refund all applicable taxes. You will be
responsible for any charges for international usage, payphone calls
to ZiD toll free numbers and directory assistance. We reserve the
right to terminate or revoke this Money Back Guarantee at any time,
without prior notice.
4. LIMITATION OF LIABILITY; INDEMNIFICATION; WARRANTIES
4.1 Limitation of Liability. We will not be liable
for any delay or failure to provide the Service, including 911
Dialing, at any time or from time to time, or any interruption
or degradation of voice quality that is caused by any of the following:
- an act or omission of an underlying carrier, service provider,
vendor or other third party;
- equipment, network or facility failure;
- equipment, network or facility upgrade or modification;
- major events such as (but not limited to) acts of God, acts
of nature, strikes, fire, war, riot, acts of terrorism and government
actions;
- equipment, network or facility shortage;
- equipment or facility relocation;
- service, equipment, network or facility failure caused by the
loss of power to you;
- outage of, or blocking of ports by, your ISP or broadband service
provider or other impediment to usage of the Service caused by
any third party;
- any act or omission by you or any person using the Service
or Device provided to you; or
- any other cause that is beyond our control, including, without
limitation, a failure of or defect in any Device, the failure
of an incoming or outgoing communication, the inability of communications
(including, without limitation, 911 Dialing) to be connected
or completed, or forwarded.
Our aggregate liability under this agreement will in no event exceed
the Service charges with respect to the affected time period.
4.2 Disclaimer of Liability for Damages. IN NO EVENT WILL ZID,
ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES OR AGENTS OR ANY
OTHER SERVICE PROVIDER WHO FURNISHES SERVICES TO YOU IN CONNECTION
WITH THIS AGREEMENT OR THE SERVICE BE LIABLE FOR ANY DIRECT, INCIDENTAL,
INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY, COMPENSATORY OR CONSEQUENTIAL
DAMAGES, OR FOR ANY OTHER DAMAGES, INCLUDING BUT NOT LIMITED TO
PERSONAL INJURY, WRONGFUL DEATH, PROPERTY DAMAGE, LOSS OF DATA,
LOSS OF REVENUE OR PROFITS, OR DAMAGES ARISING OUT OF OR IN CONNECTION
WITH THE USE OR INABILITY TO USE THE SERVICE, INCLUDING INABILITY
TO ACCESS EMERGENCY SERVICE PERSONNEL THROUGH THE 911 DIALING SERVICE
OR TO OBTAIN EMERGENCY HELP. THE LIMITATIONS SET FORTH HEREIN APPLY
TO CLAIMS FOUNDED IN BREACH OF CONTRACT, BREACH OF WARRANTY OR
CONDITION, PRODUCT LIABILITY, TORT (INCLUDING NEGLIGENCE), INTELLECTUAL
PROPERTY INFRINGEMENT, STRICT LIABILITY, FUNDAMENTAL BREACH, BREACH
OF A FUNDAMENTAL TERM AND ANY AND ALL OTHER THEORIES OF LIABILITY
AND APPLY WHETHER OR NOT WE WERE INFORMED OF THE LIKELIHOOD OF
ANY PARTICULAR TYPE OF DAMAGES.
4.3 Indemnification and Survival.
(a) Indemnification. You shall defend, indemnify, and hold harmless
ZiD, its officers, directors, employees, affiliates and agents
and any other service provider who furnishes services to you in
connection with this Agreement or the Service, from any and all
claims, losses, damages, fines, penalties, costs and expenses (including,
without limitation, legal fees and expenses) by, or on behalf of,
you or any third party or user of the Service, relating to this
Agreement or the Services, including, without limitation, 911 Dialing,
or the Device.
(b) Survival. The provisions of this Agreement that by their sense
and context are intended to survive the termination or expiration
of this Agreement shall survive.
4.4 No Warranties on Service. To the extent permitted by applicable
law, WE MAKE NO WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED,
INCLUDING BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OR CONDITIONS
OF MERCHANTABLE QUALITY, REASONABLY ACCEPTABLE QUALITY, FITNESS
OF THE SERVICE OR DEVICE FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT
OR ANY WARRANTY OR CONDITION ARISING BY USAGE OF TRADE, COURSE
OF DEALING OR COURSE OF PERFORMANCE OR ANY WARRANTY OR CONDITION
THAT THE SERVICE WILL MEET CUSTOMER'S REQUIREMENTS. WITHOUT LIMITING
THE FOREGOING, WE PROVIDE NO WARRANTY OR CONDITION THAT THE SERVICE
OR DEVICE WILL BE WITHOUT FAILURE, DELAY, INTERRUPTION, ERROR,
DEGRADATION OF VOICE QUALITY OR LOSS OF CONTENT, DATA OR INFORMATION.
NEITHER ZID 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 SERVICE, WILL BE LIABLE FOR UNAUTHORIZED
ACCESS TO OUR OR YOUR TRANSMISSION FACILITIES OR PREMISES EQUIPMENT
OR FOR UNAUTHORIZED ACCESS TO, OR ALTERATION, THEFT OR DESTRUCTION
OF, 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 ZID'S
OR ITS SERVICE PROVIDER'S OR VENDORS' NEGLIGENCE. STATEMENTS
AND DESCRIPTIONS CONCERNING THE SERVICE OR DEVICE, IF ANY, BY
ZID OR ZID'S AGENTS OR INSTALLERS ARE INFORMATIONAL AND ARE NOT
GIVEN AS A WARRANTY OR CONDITION OF ANY KIND.
4.5 Device Warranties (Applies only to Residential and Business
Plan customers).
(a) Limited Warranty. Except as set forth herein, if you received
the Device from us and the Device included a limited warranty at
the time of receipt, you must refer to the separate limited warranty
document provided with the Device for information on the limitation
and disclaimer of certain warranties and conditions. Remedies for
breach of any such warranties will be limited to those expressly
set forth in such documentation.
(b) No Warranty. IF A LIMITED WARRANTY DID NOT COME WITH YOUR DEVICE,
TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOU ARE ACCEPTING THE
DEVICE “AS IS”. YOUR DEVICE IS NOT ELIGIBLE FOR REPLACEMENT,
REPAIR OR REFUND AFTER THE MONEY BACK GUARANTEE PERIOD.
(c) Disclaimer. To the extent permitted by applicable law, OTHER
THAN WARRANTIES AS TO THE DEVICE EXPRESSLY SET FORTH IN THE DOCUMENTATION
PROVIDED WITH THE DEVICE AND THE RETAIL CUSTOMER LIMITED WARRANTY
EXPRESSLY SET FORTH HEREIN, WE MAKE NO WARRANTIES OR CONDITIONS
OF ANY KIND, EXPRESS OR IMPLIED, AND SPECIFICALLY DISCLAIM ANY
WARRANTY OR CONDITION OF MERCHANTABLE QUALITY, REASONABLY ACCEPTABLE
QUALITY, FITNESS OF THE DEVICE 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 DEVICE OR ANY FIRMWARE OR SOFTWARE IS "ERROR
FREE" OR WILL MEET CUSTOMER'S REQUIREMENTS. THE FOREGOING
WILL NOT BE DEEMED TO LIMIT ANY DISCLAIMER OR LIMITATION OF WARRANTY
OR CONDITION SET FORTH IN THE DOCUMENTATION PROVIDED WITH THE DEVICE.
4.6 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.
4.7 Content. You will be liable for any and all liability that
may arise out of the content transmitted by or to you or any person,
whether authorized or unauthorized, using your Service or Device
(each such person, a "User"). You shall ensure that your
and your User's use of the Service and content comply at all times
with all applicable laws, regulations and written and electronic
instructions for use. We reserve the right to disconnect or suspend
your Services and remove your or your Users' content from the Service,
if we determine, in our sole and absolute discretion, that such
use or content does not conform with the requirements set forth
in this Agreement or interferes with our ability to provide Services
to you or others. Our action or inaction under this Section will
not constitute any review or approval of your or Users' use or
content.
5. MISCELLANEOUS
5.1 Governing Law. The Agreement and the relationship between you
and us is governed by the laws of the Province of Quebec and the
federal laws of Canada applicable therein without regard to its
conflict of law provisions. To the extent court action is initiated
to enforce an arbitration award or for any other reason consistent
with Section 5.2, you shall submit to the personal and exclusive
jurisdiction of the courts located within the Province of Quebec
and waive any objection as to venue or inconvenient forum.
5.2 Mandatory Arbitration and No Jury Trial. Except to the extent
contrary to applicable law, any dispute or claim between you, any
member of your household or any guest or employee of you and us
arising out of or relating to the Service or Device will be resolved
by arbitration before a single arbitrator administered by a Canadian
arbitration organization of our choosing. The arbitration shall
take place in Montreal, Quebec and shall be conducted in English.
The arbitrator's decision will follow the plain meaning of the
relevant documents, and will be final and binding. Without limiting
the foregoing, the parties agree that no arbitrator has the authority
to: (i) award relief in excess of what this Agreement provides;
or (ii) award punitive or exemplary damages. Judgment on the award
rendered by the arbitrators may be entered in any court having
jurisdiction thereof. ANY CLAIM OR CAUSE OF ACTION ARISING OUT
OF OR RELATED TO THE SERVICE MUST BE FILED WITHIN ONE (1) YEAR
AFTER SUCH CLAIM OR CAUSE OF ACTION AROSE OR BE FOREVER BARRED,
except to the extent such a limitation is prohibited by applicable
law. All claims shall be arbitrated individually. Except to the
extent contrary to applicable law, you shall not bring, or join
any class action of any kind in court or in arbitration or seek
to consolidate or bring previously consolidated claims in arbitration.
THIS ARBITRATION PROVISION CONSTITUTES A WAIVER OF ANY RIGHT TO
A JURY TRIAL AND AN AGREEMENT TO BE SUBJECT TO JURISDICTION IN,
AND CONDUCT ARBITRAL PROCEEDINGS IN, ONTARIO.
5.3 No Waiver of Rights. Our failure to exercise or enforce any
right or provision of this Agreement will not constitute a waiver
of such right or provision.
5.4 Entire Agreement. This Agreement, including any future modifications
as may occur within the terms of the Agreement, and the rates for
Services found on our website constitute the entire agreement between
you and ZiD and govern the use of the Service by you, members of
your household, guests and employees. This Agreement supersedes
any prior agreements between you and ZiD and any and all prior
or contemporaneous statements, understandings, writings, commitments,
or representations concerning its subject matter.
5.5 Severability. If any part of this Agreement is legally declared
invalid or unenforceable, all other parts of this Agreement will
remain valid and enforceable. Such invalidity or non-enforceability
will not invalidate or render unenforceable any other portion of
this Agreement.
5.6 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 aux présentes confirment leur volonté expresse
que cette convention, de même que tous les documents s'y
rattachant, y compris tous avis, annexes et autorisations s'y rattachant,
soient rédigés en langue anglaise seulement.
6. FUTURE CHANGES TO THIS AGREEMENT
We may change the terms and conditions of the Service and this
Agreement, as well as amounts charged under this Agreement, from
time to time. Notices will be considered given and effective on
the date posted on www.ZiD VOX.com,
or as otherwise may be required by applicable law. Subject to applicable
law, such changes will become binding on you on the date they are
posted to our website and no further notice by us is required upon
your continued use of the Service. The Agreement as and when posted
or otherwise amended in accordance with applicable law, supersedes
all previously agreed to electronic and written terms of service,
including, without limitation, any terms included with the packaging
of the Device and also supersedes any written terms provided to
Retail Customers in connection with retail distribution, including,
without limitation, any written terms enclosed within the packaging
of the Device. If this Agreement is amended and you do not wish
to accept the amendment, you may terminate the Agreement as provided
in Section 2.1.
7. PRIVACY
7.1 Network Security. ZiD Service utilizes, in whole or in part,
the public Internet and third party networks to transmit voice
and other communications. ZiD is not liable for any lack of privacy
which may be experienced with regard to the Service. Please refer
to our Privacy Policy at www.ZiD.com for
additional information.
7.2 Personal Information. To the extent that personal information
is provided in connection with this Agreement, the customer confirms
that he or she consents, and that all other necessary consents
have been obtained, to the use, collection and disclosure by ZiD,
assignees of ZiD, and their respective affiliates, agents and contractors
for the following purposes: (i) providing products and services
to the customer, (ii) contract management and administration, (iii)
establishing a customer relationship and communicating with customers,
(iv) developing, implementing and managing products and services
for customers, (v) assisting in law enforcement purposes and collecting
unpaid debts, (vi) protecting, managing and promoting their business
interests and activities; (vii) providing information to the customer
on other products and services which may be available; and (viii)
otherwise as required or permitted by law or this Agreement. The
customer may withdraw his or her consent in respect of clause (vii)
above, without affecting his or her other arrangements with ZiD,
by notifying ZiD's Privacy Officer in writing at privacyofficer@ZiD.com.
Further information on ZiD's privacy policies, as well as access
to any such personal information for purposes of review, correction
and updating, may also be obtained by writing to the Privacy Officer.
For the purposes of this Section 7.2, "personal information" does
not include the name, address and telephone number of a subscriber
that appears in a publicly available telephone directory.
8. 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 agrees that you shall not export, directly or indirectly,
re-export, divert, or transfer any portion of the Service or any
direct product thereof to any destination, company or person restricted
or prohibited by such laws or regulations.
Last Updated: Aug 27, 2009. Copyright ZiD internet div of Zymos
Computers Systems Inc.
Important Terms
of Service for ZiD VOX telephone services.
