Terms and Conditions of Free Trial
DirekTel End User License Agreement
IMPORTANT - PLEASE READ CAREFULLY
Before reading the articles below, please note the
following preliminary terms, which use some of the
definitions specified in Article 1 below:
- Length of Free Trial is 30 days (starting from when system is in place and
- Maximum number of seats for Free Trial is 2 seats.
- A maximum of 500 free minutes to anywhere in Canada and the United States are included.
- Calls are limited to Canada and the United States.
- A credit card is required to secure the equipment provided by DirekTel.
- Equipment provided by DirekTel is to be returned in good working condition
at end of trial.
- 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.
- Your credit card will not be billed unless charges are incurred.
- 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
Article 1 Definitions
In this Agreement the following capitalized
definitions are being used, singular as well as
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
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
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
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
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
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
Article 3 Definitions to License Restrictions and
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
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
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
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
5.2 Your Confidential Information and Your Privacy.
DirekTel is committed to respecting Your privacy and
the confidentiality of Your personal data. The
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
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
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
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
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
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
8.5 No liability. DirekTel will not be liable in
relation to any damage caused by the termination of
8.6 You acknowledge and agree that all CPE (Customer
Premises Equipment) by returned immediately to
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
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
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
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
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
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
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.