Nature of this Agreement
By using or subscribing to this Service, Licensee agrees to be bound by the terms of this Agreement. If Licensee does not agree with any term or
condition, do not subscribe to or use the Service. Contact Clearpoint Telecom to arrange the termination of your license with Clearpoint Telecom at no charge to Licensee.

Restrictions on altering the code in any way
Except as otherwise specified in this Agreement, Licensee may not: (a) Modify or create any derivative works of any Software, Service or documentation, including translation or localization code written to published APIs (application programming interfaces) for the Software shall not be deemed derivative works); (b) Sublicense or permit simultaneous use of the Service by more than one user; (c) Reverse engineer, decompile, or disassemble or otherwise attempt to derive the source code for any Software related to the Service; (d) Redistribute, encumber, sell, rent, lease, sublicense, use the Service in a timesharing or service bureau arrangement, or otherwise transfer rights to any Software. You may NOT transfer the Software under any circumstances; (e) Remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels in the Product(s) or Services; (f) Publish any results of benchmark tests run on any Software to a third party without Clearpoint Telecom’s prior written consent.

Service Product Support
Clearpoint Telecom is under no obligation to provide technical support under the terms of this license, and provides no assurance that any specific errors or discrepancies in the Service will be corrected.

Ownership of Software and Service
Title to the Service remains with Clearpoint Telecom and/or or its suppliers. Clearpoint Telecom does not grant any express or implied right to Licensee under Clearpoint Telecom patents, copyrights, trademarks, or trade secret information.

Limitation on Liability
Provision of any Service under this Agreement is experimental and shall not create any obligation for Service to continue to develop, productize, support, repair, offer for sale or in any other way continue to provide or develop Service either to Licensee or to any other party.

THE SERVICE IS PROVIDED "AS IS" WITHOUT ANY EXPRESS OR IMPLIED WARRANTY OF ANY KIND INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. IN NO EVENT SHALL Clearpoint Telecom OR ITS SUPPLIERS BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF INFORMATION) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE, EVEN IF Clearpoint Telecom HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Waiver of Damages and Limitation of Liability
Clearpoint Telecom shall not be liable for: (i) any delay or failure to provide the Service or (ii) any interruption or degradation of voice quality when you use the Service, including, without limitation, any such delay, failure, interruption or degradation caused by: (i) equipment, network or facility failure of any kind, (ii) the ISP or broadband service provider, (iii) any your acts or omissions or the acts or omissions of any other person or (iv) the act or omission of an underlying carrier, service provider, vendor or other third party.

IN NO EVENT SHALL Clearpoint Telecom, ITS ALLIANCE PARTNERS, ITS OTHER THIRD PARTY SUPPLIERS OR ANY OF THEIR RESPECTIVE OFFICERS, EMPLOYEES, DIRECTORS, SHAREHOLDERS, AGENTS OR AFFILIATES BE LIABLE FOR ANY DIRECT, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR FOR ANY OTHER DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF USE OF THE SERVICE, LOSS OF PRODUCTION, LOSS OF DATA, LOSS OF REVENUE OR PROFITS, COST OF PROCURING SUBSTITUTE GOODS OR SERVICES, LOSS OF BUSINESS, LOSS OF RELATIONSHIPS, ECONOMIC LOSS OR DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE USE OR INABILITY TO USE THE SERVICE, INCLUDING INABILITY TO BE ABLE TO ACCESS EMERGENCY SERVICE PERSONNEL THROUGH THE SERVICE. THE LIMITATIONS SET FORTH HEREIN APPLY TO CLAIMS FOUNDED IN BREACH OF CONTRACT, BREACH OF WARRANTY, PRODUCT LIABILITY, TORT AND ANY AND ALL OTHER THEORIES OF LIABILITY AND APPLY WHETHER OR NOT Clearpoint Telecom WAS INFORMED OF THE LIKELIHOOD OF ANY PARTICULAR TYPE OF DAMAGES. YOU ACKNOWLEDGE THAT THE FEES PAYABLE BY YOU REFLECT THIS LIMITATION OF LIABILITY AND ALLOCATION OF RISK.

IF THE ALLOCATION OF RISK IN THE IMMEDIATELY PRECEDING PARAGRAPH IS INEFFECTIVE, IN NO EVENT WILL Clearpoint Telecom’S TOTAL LIABILITY TO YOU OR ANY OTHER PERSON FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES, AND COSTS, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LAW OR EQUITY, AND REGARDLESS OF ANY NEGLIGENCE OR OTHER FAULT OR WRONGDOING BY US OR ANY PERSON FOR WHOM WE ARE RESPONSIBLE, EXCEED AN AMOUNT EQUAL TO ALL FEES PAID BY YOU FOR THE SERVICE IN THE THREE MONTH PERIOD IMMEDIATELY PRECEDING ANY FINAL DETERMINATION OF LIABILITY HEREUNDER.

Must be 18 years of age or older or have parent signup for you. Parental control option available.

User may not Send Spam when connected to the network. The following types of E-mail sent constitute as Spam:·

• Forged E-mails To/From address other than from the actual sender or to the actual recipient.
• Message subject not related to the E-mail body.
• E-mail not requested by the recipient.
• E-mails sent in bulk by sender.
• Mail bombs.

It is a violation of our acceptable use policy to:
Post or transmit any unlawful, threatening, abusive, libelous, defamatory, obscene, pornographic, profane, or otherwise objectionable information which contains a virus, cancelbot, Trojan horse, worm or other harmful component. Any action that violates the Provincial and Federal Laws of Canada.

Allow Users to run Maillist, Listserv or any form of auto-responds from User's account;

Unauthorized Use of Relay Servers
User agrees that any unauthorized use of any E-mail server located throughout the Internet for the purposes of relaying or distributing messages is prohibited.

Fraudulent Addressing
User agrees that the purposeful distribution of any E-mail message where the return address, originator's address, or any other identifiable aspect of the message has been purposefully altered is prohibited. User may not purposefully misrepresent the origination information of any E-mail messages sent while using the Clearpoint Telecom, Service.

Fraudulent Content – Acceptable Use
User agrees to be held responsible for the distribution of fraudulent materials.

Clearpoint Telecom, reserves the right to bill a users credit card if violating these terms results in costs of any kind to Clearpoint Telecom.

Restricted Content
You agree not to post or transmit any of the following restricted contents: Illegal, Abusive or Unethical Activities including pornography, obscenity, nudity, violations of privacy, hacking, computer virus, and any harassing or harmful materials or uses, as determined by us.
You agree to indemnify and hold us harmless from any claim resulting from your publications or use of Illegal, Abusive or Unethical materials.

Minimum Re-Connect Limit
User understands they cannot log back on for a period of one (1) minute following the termination of their online session.

Access Telephone Numbers
If you access the dial-up service as a long distance call Clearpoint Telecom is not responsible for the charges.

Clearpoint Telecom has a policy of refunding in full all charges where the user cannot connect and where the user has called technical support for help within 7 days of receiving the DSL modem or in the case of dialup within 7 days of the initial setup. Otherwise no refund will be issued.

Monthly or yearly.
User's paying for yearly accounts agree to a one year contract for service in which the User agrees that there are no refunds and that there is contractual obligation to accept the service for a minimum period of one year. Clearpoint Telecom will not refund yearly subscriptions unless service cannot be delivered.

A User who provides payment by credit card agrees to allow Clearpoint Telecom, to bill his or her card on each successive billing date. A credit card User shall notify Clearpoint Telecom of any changes in credit card number, expiration date. If the card is not honored for any reason, and if alternative billing has not been established, the account will be suspended until the payment is received.

You may use PAP or pre authorized payment by calling and giving the numbers on your cheque. You will be instantly activated unless your account information is incorrect or NSF.

User's paying by sending in personal cheque will not be activated until the payment has cleared through the Clearpoint Telecom company bank account. Sending cheques
adds $5 to first payment.

Clearpoint Telecom will not be responsible for bank fees, interest charges, finance charges, over draft charges, or other charges incurred by User for exceeding credit limits or available bank account balances. If payment is declined in any form User's account will be suspended until paid.

If payment is by check, payment due dates begin upon the User's payment clearing our bank.

Accounts in default may be subject to a minimum interest charge of 2.5% per month.

Right to Cancel
User may discontinue their Clearpoint Telecom Service at any time for any reason with proper notice as defined below:

User must notify and provide a minimum of 30 days notice to Clearpoint Telecom, via telephone to cancel Service. Cancellations receive no refunds were service
has been delivered.

User Information
Unless required by court order Clearpoint Telecom will not publish User's name and will not make such information available to third parties.

Non-transferable
The right to use the Service is not transferable.

User E-Mail Account
Clearpoint Telecom provides User with four (4) ‘@clearpointel.ca,' e-mail accounts. Additional ‘@clearpointel.ca,' e-mail accounts may be available for sale at www.clearpointel.ca or by calling customer service.

No System Backup
Clearpoint Telecom does not and will not perform system backups on any User's E-mail account(s). Clearpoint Telecom, shall not be held responsible for any lost e-mail data, E-mail attachments, or any e-mail message contents. Storage for e-mail messages and attachments is set to 10 MB per account. E-mail data on our servers may be deleted at least every 21 days.

Clearpoint Telecom may, in its discretion, change these Terms and Conditions of Use from time to time. Clearpoint Telecom suggests that you review the Site, from time to time

Use of the Site and the Service
If you are under the legal age of majority in the jurisdiction in which you live and wish to subscribe to the Service, please have a parent or legal guardian subscribe to the
Service on your behalf.

Clearpoint Telecom reserves the right to suspend or terminate your account if you provide incomplete or inaccurate information at the time of registration or any time thereafter.

Acceptable Use Policy
You may make use of the Services solely for your own personal, residential use. The Service is to be used for voice only purposes. You may not resell or transfer the Service to any other person for any purpose, or charge any other person for the use of the Service.

You agree: (i) not to do anything to interfere with other users of the Service, (ii) not to impersonate any person or otherwise misrepresent your affiliation with a person or entity when using the Service, (iii) not to use the Service in a manner which would is a criminal offense or violate the rights of any party, (iv) not to use the Service to send unsolicited messages, and (v) not to use the Service for any unlawful, libelous, defamatory, slanderous, obscene, pornographic, indecent, lewd, harassing, threatening, harmful, abusive, inflammatory or otherwise harmful purpose.

The Service does not support: (i) “1-900”, “1-976” number calling or other similar services, (ii) “311”, (iii) access to 10-10 dial around long distance services or other company’s flat rate calling services.

911

Term
You may subscribe for the Service on either a monthly or annual basis. The Service shall be deemed to begin on the date on which Clearpoint Telecom activates your Service and shall end on: (i) the day before the same date in the following month for monthly subscriptions or for yearly the day before the same date in the immediately following year. Unless otherwise stated by you your subscription will automatically renew without further action by you unless you provide Clearpoint Telecom a with written notice.

Fees
Long distance is FREE when calling to Clearpoint Telecom ONNET Canadian cities. For calling to OFFNET destinations you may subscribe to our $3.95 / month + $10 annual network fee for rest-of-Canada-service. ONNET cities include Halifax, Montreal, Quebec City, Ottawa, GTA , Kitchener, London, Winnipeg, Calgary, Edmonton, Vancouver, Victoria and the surrounding areas that are a local call to these cities. New cities are added as required.

International calls are billed per minute at very very low rates such as USA 2 cents/minute.

Clearpoint Telecom reserves the right to change fees without notice to you. Your continued use of the Service after a change in fees shall constitute your acceptance of such change in fees. All fees collected by Clearpoint Telecom are non-refundable unless Clearpoint Telecom cannot provide service to you. It is yourIt is your responsibility to alert Clearpoint Telecom within 7 days.

Any monthly fees may be paid using Visa, Mastercard or American Express. Annual fees may be paid using Visa, Mastercard, American Express, certified cheques or personal cheques (if subscribing to the Service over the phone). An extra $5.00 processing fee is applicable to annual payment made with a personal or certified cheque.

You are responsible for, all taxes now or enacted in the future for of the Services.

If you are paying by credit card and your credit card expires, your billing address changes or the card is cancelled and replaced as a result of loss or theft, you must advise Clearpoint Telecom at once.

You must notify Clearpoint Telecom in writing within 7 days after receiving your credit card statement if you dispute any of Clearpoint Telecom’s charges on that statement or such dispute will be deemed waived.

Billing disputes should directed to :
Sara Bergeron, Controller,
Phone: 416-848-4295, Fax: 519 885 9784,
Email: info@clearpointel.ca

If paying by credit card, your initial use of the Service authorizes Clearpoint Telecom to charge the credit card account number on file with Clearpoint Telecom for fees and taxes. This authorization will remain valid until thirty (30) days after you provide Clearpoint Telecom with written notice of your intention to terminate your subscription to the Service.

In the event that Clearpoint Telecom is unable to collect payment for any reason, Clearpoint Telecom will suspend your access to the Services until payment has gone through, including any outstanding amounts incurred while your service was suspended.

In very rare cases Clearpoint Telecom reserves the right to terminate your access to the Service by providing you with forty-five (45) days prior written notice. In such event and only in such event Clearpoint Telecom will refund to you a pro-rated amount of any prepaid amounts received from you based on the number of full months remaining in your prepaid term.

Accuracy of Information on the Site
Clearpoint Telecom strives to provide you with up-to-date and accurate information. However in the event that a misprint or another error does occur, Clearpoint Telecom reserves the right correct such misprint or other error, without liability to Clearpoint Telecom.

Termination of use of Site and Service
Clearpoint Telecom reserves the right, at any time and for any reason, in its discretion, to restrict or terminate your access to the service at anytime without notice to you.

Clearpoint Telecom reserves the right to restrict or terminate Service if it is abused. The following list sets out what is deemed abuse: (i) using the Service for telemarketing purposes, (ii) using the Service for crank calling or prank calling purposes, (iii) using the Service for autodialing, modem or faxing (including, fax broadcasting and fax blasting) and/or (iv) using the Service in a manner which is inconsistent with normal expected residential use of the Service.

Privacy
For information on privacy issues please see Privacy Policy. By accepting these Terms and Conditions of Use, you consent to our collection, of your personal information in accordance with Clearpoint Telecom’s Privacy Policy without any further notice or any liability to you or any other person.

Services Provided are “As Is” and “when available”
The Site and the Service are provided on an "as is" and "when available" basis, and without any representations of any kind. The operation of the Site and the Service may be affected by numerous factors beyond the control of Clearpoint Telecom. Security and privacy risks cannot be eliminated.

Waiver of Damages and Limitation of Liability
Clearpoint Telecom shall not be liable for: (i) any delay or failure to provide the Service or (ii) any interruption or degradation of voice quality when you use the Service, including, without limitation, any such delay, failure, interruption or degradation caused by: (i) equipment, network or facility failure of any kind, (ii) the ISP or broadband service provider, (iii) any your acts or omissions or the acts or omissions of any other person or (iv) the act or omission of an underlying carrier, service provider, vendor or other third party.

Intellectual Property Notices
Copyright © 2008 Clearpoint Telecom at 28 Lindsay, Dorval, Quebec H9P 2T8. All rights reserved.

The Site, the Service and all information and content, images, icons, software, design, applications and other elements available on or through the Site and provided in connection with the Service are protected by Canadian and international copyright, trade-mark, and other laws. Your use of the Site and the Service does not transfer to you any ownership or other rights in the Site or its content or the Service.

" Clearpoint Telecom ", together with all associated graphics, logos, and slogans, is a trade-mark of Clearpoint Telecom Inc., and may not be used or reproduced without Clearpoint Telecom 's express prior written permission.

Other product and company names and logos appearing on the Site may be registered or unregistered trade-names, trade-marks and service-marks of their respective owners. Any use of the trade-names, trade-marks, service-marks and logos (collectively "Marks") displayed on the Site is strictly prohibited. Nothing appearing on the Site or elsewhere shall be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Marks displayed on the Site.

Governing Law
These Terms and Conditions of Use, your use of the Site and the Services and all related matters are governed solely by the laws of the Province of Ontario and applicable federal laws of Canada.

Force Majeure
Neither party shall be liable for any breach of these Terms and Conditions of Use or for any failure in performance resulting from any cause beyond such party’s reasonable control, including, without limitation, fire, flood, storm, strike, lockout or other labor trouble, riot, war, rebellion, accident, blackout, other acts of God or any failure of third party suppliers.

Contact Information and Notice
If you have any questions regarding these Terms and Conditions of Use or the Site generally, please contact Sara Bergeron, Controller, Phone: 416-848-4295, Fax: 519 885 9784, Email: info@clearpointel or, Clearpoint Telecom, 55 Northfield Drive East, Suite 210, Waterloo, Ontario N2K 3TK.

Clearpoint Telecom may deny User access to all or part of the Service without notice if User engages in any conduct or activities that Clearpoint Telecom, in its sole discretion believes violates any of the terms and conditions in this Agreement.

Miscellaneous
User agrees to notify Clearpoint Telecom, if User moves or otherwise changes his or her mailing address or phone number, and to list a truthful name, postal address and telephone number User supplies to Clearpoint Telecom.

Clearpoint Telecom may modify this Agreement from time to time. It is User's responsibility to check Clearpoint Telecom ‘s website regularly to determine whether this Agreement has been modified.

This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario, Canada, without regard to its conflicts of law provisions.

Clearpoint Telecom, shall not be liable or deemed to be in default for any delay or failure in performance under this Agreement or interruption of Service resulting directly or indirectly from acts of God, civil or military authority, acts of public enemy, war, riots, civil disturbances, insurrections, accidents, dire, explosions, earthquakes, floods, the elements, strikes, labor disputes, shortages of suitable parts, materials, labor or transportation or any cause beyond the reasonable control of Clearpoint Telecom.

Additional Terms and Conditions for Clearpoint Telecom High Speed Service

1. You are responsible for ensuring that your computer meets the minimum system requirements. For Windows systems: Windows 95 (with original CD), Pentium 90 (Pentium 166 recommended), 32mb ram, 75 mb available on hard drive, free PCI slot for Ethernet card, CD-ROM drive. For Macintosh systems: Mac OS 7.6 with Open Transport 1.2 installed, PowerPC Processor 601, 32mb ram, 75 mb available on hard drive, CD-ROM drive, Ethernet support. If your computer does not meet these requirements Clearpoint Telecom is not responsible for any connection difficulties you may have as a result.
2. Resale of bandwidth or any other part of the High Speed service provided by Clearpoint Telecom, for any purpose, is strictly prohibited.