DirekTel End User License Agreement

IMPORTANT - PLEASE READ CAREFULLY

1. Length of Free Trial is 30 days (starting from when system is in place and functioning).
2. Maximum number of seats for Free Trial is 2 seats.
3. A maximum of 500 free minutes to anywhere in Canada and the United States are included.
4. Calls are limited to Canada and the United States.
5. A credit card is required to secure the equipment provided by DirekTel.
6. Equipment provided by DirekTel is to be returned in good working condition at end of trial.
7. If equipment is not received or is received in poor or inoperable condition, an asset recovery fee of $200 CAD per device will be charged to the credit card.
8. Your credit card will not be billed unless charges are incurred.
9. No Emergency Calls during the trial period: by entering into this Agreement You acknowledge and agree that the DirekTel Service does not and does not intend to support or carry emergency calls. Please also see article 7 below.
   Emergency services are available only under fully signed contracts with a minimum 1 year lease.

Entering into this Agreement: This End User License Agreement constitutes a valid and binding agreement between DirekTel Service and You, as a user, for the use of the DirekTel Service. You must enter into this Agreement by clicking on the ACCEPT button in order to use the DirekTel Service. You hereby agree and acknowledge that this Agreement covers all Your use of DirekTel Service. Furthermore, by continuing to use the DirekTel Service You agree to be bound by the terms of this Agreement and any new versions hereof.

Electronic Signatures and Agreement(s): You acknowledge and agree that by clicking on the ACCEPT button or similar buttons or links as may be designated by DirekTel to show Your approval of any foregoing texts and/or to download and install the DirekTel Service, You are entering into a legally binding contract. You hereby agree to the use of electronic communication in order to enter into contracts, place orders and other records and to the electronic delivery of notices, policies and records of transactions initiated or completed through the DirekTel Service. Furthermore, You hereby waive any rights or requirements under any laws or regulations in any jurisdiction which require an original (non-electronic) signature or delivery or retention of non-electronic records, to the extent permitted under applicable mandatory law.

Jurisdiction's Restrictions: if You are residing in a jurisdiction which restricts the use of internet-based applications according to age, or which restricts the ability to enter into agreements such as this agreement according to age and You are under such a jurisdiction and under such age limit, You may not enter into this Agreement or use the DirekTel Service. Furthermore, if You are residing in a jurisdiction where it is forbidden by law to offer or use internet telephony, You may not enter into this Agreement use the DirekTel Service. By entering into this Agreement You explicitly state that You have verified in Your own jurisdiction if Your use of the DirekTel Service is allowed.

Article 1 Definitions
In this Agreement the following capitalized definitions are being used, singular as well as plural.

1.1 Affiliate: any corporation, company or other entity that directly or indirectly controls, is controlled by, or is under common control with, DirekTel. For the purpose of this definition, the word "control" shall mean the direct or indirect ownership of more than fifty percent (50%) of the outstanding voting stock of the corporation, company, or other entity.
1.2 Agreement: this End User License Agreement, as may be renewed, modified and/or amended from time to time.
1.3 Emergency Services: means services that connect a user to emergency services personnel or public safety answering points pursuant to applicable local and or national regulatory requirements.
1.4 Documentation: any online or otherwise enclosed documentation provided by DirekTel.
1.5 Effective Date: the date on which this Agreement is entered into by clicking on the ACCEPT button as stated above.
1.6 IP Rights: any and all intellectual property rights, including but not limited to copyrights, trademarks and patents, as well as know how and trade secrets contained in or relating to the DirekTel Service, the Documentation, the DirekTel Website or the DirekTel Promotional Materials.
1.7 DirekTel: refers to the company established under the laws of Ontario Canada, DirekTel Service, with its address at Suite 1402, 270 Queens Quay West, Toronto, ON Canada M5J 2N4.
1.8 DirekTel: CPE SIP gateways/ devices utilized by the DirekTel Service to provide the DirekTel Service functionality included in or linked to the DirekTel Service.
1.9 DirekTel Online Material: the DirekTel banner available for download on the DirekTel Website, consisting of a DirekTel logo and a link to the DirekTel Website.
1.10 DirekTel Promotional Materials: any and all trademarks, names, signs, logos, banners, DirekTel Online Material and any other materials, in whatever form, owned and/or used by DirekTel for the promotion of its company, its products and activities.
1.11 DirekTel Service: the software distributed by DirekTel for internet telephony applications, including without limitation the DirekTel Documentation, as well as any future programming fixes, updates and upgrades thereof.
1.12 DirekTel Staff: the officers, directors, employees and agents of DirekTel or its Affiliates, or any other persons hired by DirekTel or its Affiliates.
1.13 DirekTel Website: any and all elements, contents and the 'look and feel' of the website available - among other URL's - under the URL www.DirekTel.com,.
1.14 Terms of Service: means the agreement between DirekTel Communications and You for the use of the VoIP service;
1.15 UI: the user interface of the DirekTel Service.
1.16 VoIP Service: means the payable services provided under the Terms of Service
1.17 You: you, the end user of the DirekTel Service, also used in the form "Your" where applicable.

Article 2 Restrictions

2.2 No Granting of Rights to Third Parties. You will not sell, assign, rent, lease, distribute, export, import, act as an intermediary or provider, or otherwise grant rights to third parties with regard to the DirekTel Service or any part thereof.
2.3 No Modifications. You will not undertake, cause, permit or authorize the modification, creation of derivative works, translation, reverse engineering, decompiling, disassembling or hacking of the DirekTel Service and CPE device or any part thereof.
2.4 Third Parties. You acknowledge and agree that the DirekTel Service may be incorporated into, and may incorporate itself, software and other technology owned and controlled by third parties. Any such third party software or technology that is incorporated in the DirekTel Service falls under the scope of this Agreement. Any and all other third party software or technology that may be distributed together with the DirekTel Service will be subject to you explicitly accepting a license agreement with that third party. You acknowledge and agree that you will not enter into a contractual relationship with DirekTel or its Affiliates regarding such third party software or technology and you will look solely to the applicable third party and not to DirekTel or its Affiliates to enforce any of your rights.
2.5 New CPE devices for the DirekTel Service. DirekTel, in its sole discretion, reserves the right to add additional features or functions, or to provide programming fixes, updates and upgrades, to the DirekTel Service. You acknowledge and agree that DirekTel has no obligation to make available to You any subsequent versions of the DirekTel Service or CPE devices. Furthermore, You acknowledge and agree that DirekTel, in its sole discretion, may modify or discontinue or suspend Your ability to use the DirekTel Service, or terminate any license hereunder, at any time, with immediate effect and without recourse to the courts. DirekTel also may suspend or terminate any license hereunder and disable any DirekTel Service You may already have accessed without prior notice at any time with immediate effect and without recourse to the courts. DirekTel will not accept any liability in relation to the direct or indirect damages caused by (1) the release and/or the absence of release of the DirekTel Service and (2) by the suspension or termination of this Agreement by DirekTel and/or by You.
2.6 Paid Services. This Agreement applies installing and using the DirekTel Service, free of charge. The use of any paid services which may be offered by DirekTel or its Affiliates, is subject to the additional Terms of Service that are published on the DirekTel Website.

Article 3 Definitions to License Restrictions and Additional Termsi

3.1 Distribution of DirekTel Service. You are not allowed to distribute the DirekTel Service under this Agreement. For the right to distribute
3.3.2 You will not remove, overtake, hide or otherwise make the UI inaccessible for end users;
3.3.3 You will monitor the DirekTel Website in order to ensure that You are aware of any changes in the applicable legal documents. In the event You cannot agree on any changes in any applicable legal document, You will immediately cease any and all use of the DirekTel
3.3.4 You acknowledge and agree that Your use of the DirekTel Service will be at Your own risk and account.
3.4 Any other Exceptions. If You are interested in doing anything else than permitted under this Agreement or by the Terms of Use, You will have to obtain DirekTel's previous written consent and explicitly agree upon any further (commercial) terms.
3.5 DirekTel Promotional Materials. Nothing in this Agreement will give You any right to use the DirekTel Promotional Materials.

Article 4 Utilization of Your Network

4.1 Utilization of Your computer. You hereby acknowledge that the DirekTel Service may utilize the processor and bandwidth of networking equipment (or other applicable device) You are utilizing, for the limited purpose of facilitating the communication between DirekTel Service users.

Article 5 Confidentiality and Privacy

5.1 DirekTel's Confidential Information. You agree to take all reasonable steps at all times to protect and maintain any confidential information regarding DirekTel, its Affiliates, the DirekTel Staff, the DirekTel Service and the IP Rights, strictly confidential.
5.2 Your Confidential Information and Your Privacy. DirekTel is committed to respecting Your privacy and the confidentiality of Your personal data. The "Privacy Policy" http://www.direktel.com/company/legal/privacy/privacy_general.html that is published on the DirekTel Website applies to the use of Your personal data, the traffic data as well as the content contained in Your communication(s). We do not sell or rent Your personal information to third parties for their marketing purposes without Your explicit consent and we use Your information only as described in the Privacy Policy. We store and process Your information on computers that may be located outside Your country that are protected by physical as well as technological security devices. You can access and modify the information You provide in accordance with the Privacy Policy. If You object to Your information being transferred or used in this way please do not use our services.

Article 6 IP Rights and Translations

6.1 Exclusive Ownership. You acknowledge and agree that any and all IP Rights to or arising from the DirekTel Service are and shall remain the exclusive property of DirekTel and/or its licensors. Nothing in this Agreement intends to transfer any such IP Rights to, or to vest any such IP Rights in, You. You are only entitled to the limited use of the IP Rights 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 intellectual property laws, including without limitation copyright laws and trademark laws. You acknowledge and understand that all title and IP Rights in and to any third party content that is not contained in the DirekTel Service, but may be accessed through use of the DirekTel Service, is the property of the respective content owners and may be protected by applicable copyright or other intellectual property laws and treaties.
6.2 You hereby release and covenant not to hold liable DirekTel or its Affiliates, or any of their licensees, assigns or successors, for any and all damages, liabilities, causes of action, judgments or claims (a) pertaining to any intellectual property You develop that is based on, uses, or relates to the DirekTel Service; and (b) which otherwise may arise in connection with Your use of, reliance on, or reference to the DirekTel Service. As between You and DirekTel, DirekTel and its licensors retain the IP Rights in and to the DirekTel Service and any derivative works thereto created by or for DirekTel or its licensors.
6.3 No Removal of Notices. You agree that You will not remove, obscure, make illegible or alter any notices or indications of the IP Rights and/or DirekTel's rights and ownership thereof, whether such notice or indications are affixed on, contained in or otherwise connected to such materials.
6.4 Translations. You acknowledge and agree that the intellectual property rights regarding any translations made by You of any information on or accessible through the DirekTel Website or as otherwise requested of You by DirekTel at any time prior to or subsequent of the Effective Date will be and remain the sole and exclusive property of DirekTel without any compensation to You.

Article 7 Communication and Your Use of the DirekTel Service

7.1 Communication. Installing DirekTel Service enables You to communicate with other DirekTel Service users.
7.2 No Warranties. DirekTel cannot guarantee that You will always be able to communicate with other DirekTel Service users, nor can DirekTel guarantee that You can communicate without disruptions, delays or communication-related flaws or that all Your communication shall always be delivered to other DirekTel Service users. DirekTel will not be liable for any such disruptions, delays or other omissions in any communication experienced when using DirekTel Service.
7.3 No Responsibility of Content. You acknowledge and understand that the content of the communication accessed by the use of the DirekTel Service is entirely the responsibility of the person from whom such content originated. You, therefore, may be exposed to content that is offensive, harmful to minors, indecent or otherwise objectionable. DirekTel will not be liable for any type of communication accessed by means of the DirekTel Service.
7.4 No Emergency Services. You expressly agree and understand that the DirekTel Service is not intended to support or carry emergency calls to any type of hospital, law enforcement agency, medical care unit or any other kind of Emergency Service. DirekTel, its Affiliates or DirekTel Staff are in no way liable for such emergency calls.
7.4.1 Alternative Arrangements. By agreeing to this Agreement You understand that additional arrangements must be made to access Emergency Services. To access Emergency Services, You acknowledge and accept Your responsibility to purchase, separately from DirekTel Service, traditional wireless or wireline telephone service that offers access to Emergency Services.
7.4.2 No Compulsion to Offer Emergency Services. You recognize and agree that DirekTel is not required to offer Emergency Services pursuant to any applicable local and or national rules, regulation or law. You further recognize that DirekTel is not a replacement for Your primary telephone service.
7.5 Lawful purposes. You acknowledge and agree to use the DirekTel Service solely for lawful purposes. In this respect You may not, without limitation (a) intercept or monitor, damage or modify any communication which is not intended for You, (b) use any type of spider, virus, worm, trojan-horse, time bomb or any other codes or instructions that are designed to distort, delete, damage or disassemble the DirekTel Service or the communication, (c) send any unsolicited commercial communication not permitted by applicable law, or (d) expose any other user to material which is offensive, harmful to minors, indecent or otherwise objectionable.

Article 8 Term and (Consequences of) Termination

8.1 Term. This Agreement will be effective as of the Effective Date and will remain effective until terminated by either DirekTel or You as set forth below.
8.2 Termination by DirekTel. DirekTel may terminate this Agreement with immediate effect at any time, with or without cause and without recourse to courts, by providing notice to You and/or by preventing Your access to the DirekTel Service, as set forth in Article 2.5 above.
8.3 Termination by You. You may terminate this Agreement with immediate effect at any time, with or without cause and without recourse to the courts, provided that You will meet with the conditions as set forth in Article 8.4 below.
8.4 Consequences of Termination. Upon termination of this Agreement, You (a) acknowledge and agree that all licenses and rights to use the DirekTel Service shall terminate, and (b) will cease any and all use of the DirekTel Service.
8.5 No liability. DirekTel will not be liable in relation to any damage caused by the termination of this Agreement.
8.6 You acknowledge and agree that all CPE (Customer Premises Equipment) by returned immediately to DirekTel offices.

Article 9 Disclaimer of Warranties

9.1 No warranties. THE DIREKTEL SERVICE IS PROVIDED "AS IS", WITH NO WARRANTIES WHATSOEVER; DIREKTEL DOES NOT, EITHER EXPRESSED, IMPLIED OR STATUTORY, MAKE ANY WARRANTIES, CLAIMS OR REPRESENTATIONS WITH RESPECT TO THE DIREKTEL SERVICE, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF QUALITY, PERFORMANCE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR USE OR A PARTICULAR PURPOSE. DIREKTEL FURTHER DOES NOT REPRESENT OR WARRANT THAT THE DIREKTEL SERVICE WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, ACCURATE, COMPLETE AND ERROR-FREE OR WILL OPERATE WITHOUT PACKET LOSS, NOR DOES DIREKTEL WARRANT ANY CONNECTION TO OR TRANSMISSION FROM THE INTERNET, OR ANY QUALITY OF CALLS MADE THROUGH THE DIREKTEL SERVICE.
9.2 Specific Disclaimer of Liability for Emergency Services. DirekTel does not provide Emergency Services in conjunction with the DirekTel Service. Neither DirekTel 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 the use of DirekTel Service to contact Emergency Services personnel. You shall defend, indemnify, and hold harmless DirekTel, DirekTel Staff and Affiliates and agents and any other service provider who furnishes services to You in connection with the DirekTel Service, from any and all claims, losses, damages, fines, penalties, costs and expenses (including, without limitation, attorneys fees) by, or on behalf of, You relating to the absence, failure or outage of DirekTel Service provided hereunder, including specifically any claims arising out of the failure of DirekTel to offer Emergency Services.
9.3 Your own Risk. You acknowledge and agree that the entire risk arising out of the use or performance of the DirekTel Service remains with You, to the maximum extent permitted by law.
9.4 Jurisdiction's Limitations. As some jurisdictions do not allow some of the exclusions or limitations as set forth above, some of these exclusions or limitations may not apply to You. In such event the liability will be limited as far as legally possible under the applicable legislation.

Article 10 Limitation of Liability

10.1 No Liability. The DirekTel Service is being provided to You free of charge. ACCORDINGLY, YOU ACKNOWLEDGE AND AGREE THAT DIREKTEL, ITS AFFILIATES AND THE DIREKTEL STAFF WILL HAVE NO LIABILITY IN CONNECTION WITH OR ARISING FROM YOUR USE OF THE DIREKTEL SERVICE, AS SET FORTH BELOW.
10.2 Limitation of Liability. IN NO EVENT SHALL DIREKTEL, ITS AFFILIATES OR THE DIREKTEL STAFF BE LIABLE, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER FORM OF LIABILITY, FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION ANY LOSS OF DATA, INTERRUPTION, COMPUTER FAILURE OR PECUNIARY LOSS) ARISING OUT OF THE USE OR INABILITY TO USE THE DIREKTEL SERVICE, EVEN IF DIREKTEL, ITS AFFILIATES OR THE DIREKTEL STAFF HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
10.3 Remedy. YOUR ONLY RIGHT OR REMEDY WITH RESPECT TO ANY PROBLEMS OR DISSATISFACTION WITH THE DIREKTEL SERVICE IS TO DEINSTALL AND CEASE USE OF SUCH DIREKTEL SERVICE.
10.4 Jurisdiction's Limitations. As some jurisdictions do not allow some of the exclusions or limitations as set forth above, some of these exclusions or limitations may not apply to You. In such event, the liability will be limited as far as legally possible under the applicable legislation.

Article 11 General Provisions

11.1 New versions of the Agreement. DirekTel reserves the right to modify this Agreement at any time by providing such revised Agreement to You or by publishing the revised Agreement on the DirekTel Website. Your continued use of the DirekTel Service shall constitute Your acceptance to be bound by the terms and conditions of the revised Agreement. You acknowledge that the Agreement is subject to changes by DirekTel from time to time and You agree to review periodically the latest version of the Agreement at www.DirekTel.com/company/legal/eula/index.html .
11.2 Entire Agreement. The terms and conditions of this Agreement constitute the entire agreement between You and DirekTel with respect to the subject matter hereof and will supersede and replace all prior understandings and agreements, in whatever form, regarding the subject matter.
11.3 Partial Invalidity. Should any term or provision hereof be deemed invalid, void or unenforceable either in its entirety or in a particular application, the remainder of this Agreement shall nonetheless remain in full force and effect.
11.4 No waiver. The failure of DirekTel at any time or times to require performance of any provisions hereof shall in no manner affect its right at a later time to enforce the same unless the same is explicitly waived in writing and signed by DirekTel.
11.5 No Assignment by You. You are not allowed to assign this Agreement or any rights hereunder.
11.6 Assignment by DirekTel. DirekTel is allowed to at its sole discretion assign this Agreement or any rights hereunder to any Affiliate, without giving prior notice.
11.7 Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of Ontario, Canada without giving effect to any conflict of laws provisions.
11.8 Competent Court. Any legal proceedings arising out of or relating to this Agreement will be subject to the jurisdiction of the courts of the province of Ontario, Canada.
11.9 Language. The original English version of this Agreement may have been translated into other languages. In the event of inconsistency or discrepancy between the English version and any other language version of this Agreement, the English language version shall prevail.

YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND UNDERSTAND THE RIGHTS, OBLIGATIONS, TERMS AND CONDITIONS SET FORTH HEREIN. BY CLICKING ON THE ACCEPT BUTTON AND/OR CONTINUING TO INSTALL THE DIREKTEL SERVICE, YOU EXPRESSLY CONSENT TO BE BOUND BY ITS TERMS AND CONDITIONS AND GRANT TO DIREKTEL THE RIGHTS SET FORTH HEREIN.

© DirekTel - Last revised: March 31, 2006.