Terms of Service

This is an agreement ("Agreement") between Cloudtel Communications Inc. ("we", "us" or "Cloudtel") and you, an end user ("you" or "user" or "customer") of Cloudtel's Internet Phone Service (the "Service" or "Services") as described herein. By establishing, activating, using, or paying for the Service, you acknowledge that you have read and understood these terms, you agree to the terms and conditions in this Agreement, and you represent that you are of legal age to enter into this Agreement and become bound by its terms, including those pertinent to 911 emergency dialing, and to the prices, charges, and conditions provided to you in association with your enrolment. This Agreement governs the Service and any equipment, such as a Voice over IP (VoIP) phone, Analog Telephone Adapter (ATA), multimedia terminal adapter, or computer operating software enabling the Service (each alone or all collectively known as "Equipment"), website, or software used in conjunction with the Service.
  1. 911 and E911 EMERGENCY DIALING

    2. Please read the following information regarding 911 and E911 services provided by Cloudtel very carefully.

    1. By activating and paying for the Service, you acknowledge and agree to the limitations of Cloudtel 911 and E911 emergency dialing service as outlined in this section.

      CLOUDTEL IS NOT A TELECOMMUNICATIONS CARRIER OR BROADBAND ACCESS PROVIDER AND PROVIDES VOIP TELEPHONY SERVICES ONLY, NOT TRADITIONAL TELEPHONE SERVICE.

      YOU SHOULD NOT SIGN UP FOR THE SERVICE UNLESS YOU FULLY UNDERSTAND AND AGREE WITH THE LIMITATIONS AND DISCLAIMERS CONTAINED IN THIS AGREEMENT.

      BY ENTERING INTO THIS AGREEMENT, YOU AGREE TO ASSUME THE RISK OF LOSING EMERGENCY 911 DIALING CAPABILITIES AND CONSENT TO THE DISCLOSURE OF YOUR TELEPHONE NUMBER AND OTHER IDENTIFYING INFORMATION TO EMERGENCY 911 AUTHORITIES AS CLOUDTEL DEEMS NECESSARY IN ITS SOLE OPINION AND DISCRETION.

    EMERGENCY CALLING (911 and E911) LIMITATIONS; INTERRUPTION OF SERVICE, AND LOSS OF EMERGENCY E911 SERVICE:

    1. How to report an emergency:

      • Immediately tell the operator that you're calling from a wireless phone and provide your 10-digit phone number.
      • At all times, stay calm and speak clearly.
      • Give the details of the emergency.
      • Provide as much information about your location as you can, such as the street or highway name and landmarks.
      • Remain on the line and follow all instructions provided by the emergency operators. Do not hang up until told to do so, and call back if you get disconnected.
      • After the emergency operator ends the call, leave your wireless handset turned on in case the operator needs to call you back.
      • Do not program 911 into the speed-dial feature of your Cloudtel IP Phone or Soft Phone as it may result in accidental calls placed to 911.

    2. WE RECOMMEND THAT YOU HAVE AN ALTERNATIVE TELEPHONE SERVICE, EITHER WIRELESS OR WIRELINE, THAT IS CAPABLE OF SUPPORTING 911 OR E911 CALLING AND IS AVAILABLE AS AN ALTERNATIVE AT ALL TIMES IN CASE OF AN EMERGENCY. PLEASE NOTE THAT SOME FORMS OF WIRELESS SERVICE DO NOT SUPPORT AUTOMATIC LOCATION IDENTIFICATION OR HAVE OTHER E911 CALLING LIMITATIONS.

    3. You may experience interruption of the Service (or of certain features of the Service) or degraded service quality at any time and without notice. You will likely experience Service outages in the event of electric power outages affecting your home or the area in which Cloudtel provides the Service. While Cloudtel will make commercially reasonable efforts to minimize the disruptive effects of such interruptions, degraded service quality, or outages, CLOUDTEL MAKES ABSOLUTELY NO GUARANTEES OR ASSURANCES THAT THIS WILL NOT OCCUR. Except as otherwise provided in the Agreement, such commercially reasonable efforts are Cloudtel's sole obligation regarding such interruptions.

      SUCH OUTAGES OR OTHER SERVICE DISRUPTIONS MAY INCLUDE LOSS OF EMERGENCY 911 and E911 DIALING CAPABILITIES FOR EXTENDED PERIODS OF TIME.

    4. E911 Service:

      It is likely that you currently have access to either basic 911 or Enhanced 911 (E911) service with traditional telephone service. With E911 service, when you dial 911, your telephone number and registered address is sent to the emergency 911 center (sometimes referred to as a public-safety answering point" or "PSAP") assigned to your location, thus giving emergency operators access to your telephone and address information and permitting them to immediately respond to your emergency call.

    5. Basic 911 Service:

      If you are located in an area where the emergency center does not support E911 (i.e., is not capable of simultaneously receiving your telephone number and address) you have basic 911 service. With basic 911, the local emergency operator will not have immediate access to your call back number or your exact location when receiving your emergency call. Accordingly, you must be prepared to give the basic 911 operator this information. Until and unless you do so, the basic 911 operator may be unable to call you back or to otherwise assist you in the event of an emergency.

      Cloudtel depends upon its underlying E911 provider to assist Cloudtel in supporting your E911 calls. As they upgrade our underlying connections to emergency call centers and as these emergency call centers are upgraded from 911 to E911 answering capabilities to support E911 information, Cloudtel will automatically upgrade customers from basic 911 to E911 service. You will not receive notice of this upgrade. Accordingly, as a precaution, you should be prepared to give the local operator the basic 911 information such as your telephone number, address, and name. Furthermore, even with the upgrade to E911, Cloudtel's 911 and E911 services may not function in the event of an electric power outage until power is restored, or an ISP or third party supplier outage until their service is resumed.

    6. FURTHER LIMITATIONS ON CLOUDTEL'S 911 AND E911 SERVICE:

      911 and E911 Service may be limited or unavailable in the following circumstances:

      • In certain geographic areas where Cloudtel's underlying E911 provider has limited access (or no access at all) to the PSAP's facilities.
      • If your or Cloudtel's broadband connection, Equipment, services or other broadband access connections are disconnected, suspended, or interrupted (i.e. the failure of any provider of services or hardware that supports the Services.
      • If you modify your Equipment or relocate your Equipment to a location other than to the location that you registered with us (the "Registered Location").
      • If you change your phone number or if you add new phone numbers to your account (please note that you must give us your updated Registered Location specifying the location where you will use the Service for each changed or new phone number).
      • If there are delays or disruptions of service in the network or services of Cloudtel's underlying E911 provider.
      • If there are network congestion, disruptions, or other problems associated with Cloudtel's network.
      • If your Service is interrupted or terminated for any reason, including but not limited to the suspension or termination of your account with Cloudtel for non-payment of invoices.

    7. LIMITATION OF LIABILITY AND DISCLAIMERS:

      You expressly agree that in no event will Cloudtel (or any of its owners, affiliates, or its or their directors, officers, employees, contractors, or agents) be liable for any direct, indirect, incidental, special, or consequential damages arising directly or indirectly, from or in connection with any use of (or inability to use) the Service or with any use of (or inability to use) emergency 911 services of any kind in connection therewith. You also agree to release and discharge Cloudtel (or any of its owners, affiliates, or its or their directors, officers, employees, contractors, or agents) from any and against all actions, lawsuits, claims, damages, judgments, liabilities, and expenses (including without limitation reasonable attorney's fees) whatsoever that you may otherwise have in connection with use (whether by you or by any other person) of the Service that is provided to you under this agreement (collectively, "Claims"). To the fullest extent permitted by law, you waive your right (and covenant not) to bring suit for said Claims against Cloudtel or any of the other persons mentioned in the previous sentence.

    8. Third Party Claims:

      Cloudtel has no control over whether, or the manner in which, calls using our 911 service are delivered by our underlying 911 provider or whether or if they are properly answered or addressed by any local emergency response center. ACCORDINGLY, CLOUDTEL HEREBY DISCLAIMS ANY AND ALL RESPONSIBILITY FOR THE HANDLING OF SUCH CALLS BY ANY THIRD PARTY OR FOR ANY OTHER CONDUCT OF ANY LOCAL EMERGENCY RESPONSE CENTER OR OF ANY NATIONAL EMERGENCY CALLING CENTER USED BY CLOUDTEL'S UNDERLYING 911 PROVIDER.

      Cloudtel also relies on its underlying 911 provider and other third parties to route 911 emergency calls to the proper emergency response center. Cloudtel disclaims any and all liability or responsibility for any failure or omission on the part of such third party. By using the Service, you agree that neither Cloudtel (nor any of its owners, affiliates, or its or their directors, officers, employees, contractors, or agents) will have any such liability or responsibility and, to the fullest extent permitted by law, you hereby waive your right to bring any claim against Cloudtel (or any of its owners, affiliates, or its or their directors, officers, employees, contractors, or agents) arising from or in connection with emergency 911 service, except where such claims result from Cloudtel's (or its employees or agents) gross negligence or willful misconduct.

      Furthermore, you agree to defend, indemnify and hold Cloudtel, its owners, affiliates, employees, and agents harmless from any such claim brought, asserted or threatened by any third party unless caused by Cloudtel's (or its employees' or agents') gross negligence or willful misconduct.

    9. OBLIGATION TO REGISTER YOUR LOCATION:

      It is your obligation to register the address of your physical location for each telephone number that you use for the Service. AT THE TIME THAT YOU SUBSCRIBE TO THE SERVICE you must register with Cloudtel (at 800-787-7888 or at info@cloudtel.com) the address of the physical location where you will be using the Service along with your subscription information below.

      Unlike traditional phone lines, you can use Cloudtel anywhere. The Service is portable to any location with broadband Internet access. Since Cloudtel uses the address you provide to determine the nearest emergency response centre, when you move or travel with the Service in Canada, you must update your new location with Cloudtel. Regardless of what address you register for a Cloudtel IP Phone or Soft Phone, any emergency response centre does not receive your phone number or physical location information when you place a 911 call. Customers traveling outside of Canada will not be able to update 911 dialing. PLEASE NOTE THAT IT CAN TAKE SEVERAL HOURS BEFORE YOUR NEW SETTINGS TAKE EFFECT. Remember, when you add a line, change your number or cancel your number portability request, you will need to activate 911 dialing again. Importantly, when and if you move the Service or your Equipment to another location, YOU MUST AGAIN REGISTER THAT NEW LOCATION WITH CLOUDTEL (at 800-787-7888 or at info@cloudtel.com). If you do not register your new location, any calls you make using the 911 service feature may be sent to an emergency center near your old address.

    10. OBLIGATION TO GIVE OTHERS NOTICE OF EMERGENCY 911 LIMITATIONS:

      You agree to be fully responsible at all times during the term of the Agreement and after for notifying all members of your household or business and all other persons at your location of interruptions, the possible loss of emergency 911 dialing capabilities, and of Cloudtel's limitations of liability and disclaimers described in Part III.

      You also agree (to the fullest extent permitted by law) to indemnify, defend and hold harmless Cloudtel (or any of its owners, affiliates, or its or their directors, officers, employees, contractors, or agents) and its suppliers (and each of their respective directors, officers, employees, contractors, and agents), including Cloudtel's underlying E911 provider, from or against any and all asserted or threatened Claims to the extent arising from or in connection with the use of or inability to use the Service by any person or entity other than the person signing below or with your failure to comply with E911 notification obligations set forth in this Agreement.

    11. OBLIGATION TO PLACE 911 WARNING STICKERS ON YOUR TELEPHONE HANDSETS USED WITH CLOUDTEL SERVICE:

      In addition to your notification obligations in the previous paragraph and as a condition of purchasing the services, you must prominently display at or near the telephone handset to be used with the Services, the E911 warning stickers sent to you. Failure to do so is a material breach of the Agreement and gives Cloudtel the right to terminate the Agreement for cause and other remedies, including without limitation, the right to recover damages and to invoke your indemnification obligations under this Agreement.

  2. SERVICE REQUIREMENTS

    3. Cloudtel does not provide or support your high-speed internet connection, which you need to supply at your own expense. We recommend that your high-speed connection have a capacity of at least 120 Kbps upstream and downstream. Since the Service depends on your high-speed connection, the correct configuration of the Equipment, and an adequate power supply, Cloudtel does not guarantee continuous availability of the Service. You acknowledge and understand that the Service will not function in the absence of electrical power or if there is an interruption of your high-speed internet connection. A power failure may require you to reset or reconfigure your Equipment or other equipment in order to restore the Service.

  3. PLANS AND SERVICE CONDITIONS

    1. Monthly Recurring Services:

      The Services that are offered on a month-to-month basis, beginning on the date Cloudtel Service is activated, automatically renew on a monthly basis unless you contact Cloudtel customer service by phone or by e-mail with a non-renewal notice with at least 10 business days before the end of the monthly term in which the notice is given. You will be responsible for the next full month's charges in the event that you don't provide the required 10 business days notice of disconnection prior to the expiration of the current term.

    2. Cloudtel "Incoming Only" Beta Customer Plan

      This plan has monthly recurring charges of $9.95 plus applicable taxes per seat. A seat refers to an individual employee, consumer or user of the service and is defined in Cloudtel's sole and absolute discretion. This plan does NOT include outbound calling. This plan includes a primary phone number from the USA or Canada, follow-me functionality to a mobile device, and an auto-attendant. If you want to add a virtual number, an international virtual number, or a toll free number, extra charges may apply; visit our website or contact a company representative for further information on pricing. You have the option to use your own hardware device in order to use the Service; however some of our features may not work. You agree that all usage is subject to audit and review by Cloudtel. A single account should not be used for purposes inconsistent with regular business usage patterns as defined by Cloudtel. Cloudtel reserves the right to immediately disconnect or modify your Service if it is determined, in Cloudtel's sole and absolute discretion, that your use of the Service or the Equipment is, or at any time was, inconsistent with normal business usage patterns. PLEASE NOTE THAT E911 DIALING IS NOT AVAILABLE FOR THIS PLAN.

    3. Cloudtel Unlimited "Full Service" Beta Customer Plan

      This plan has monthly recurring charges of $29.95 plus applicable taxes per seat. A seat refers to an individual employee or consumer of the service and is defined in Cloudtel's sole and absolute discretion. This plan includes unlimited calls in North America and a primary phone number from the USA or Canada. If you want to add a virtual number, fax line, an international virtual number, or a toll free number, extra charges may apply; visit our website or contact a company representative for further information on pricing. You have the option to use your own hardware device in order to use the Service; however some of our features may not work. Customers have the option to purchase an ATA on this plan. You agree that all usage is subject to audit and review by Cloudtel. A single account should not be used for purposes inconsistent with regular business usage patterns as defined by Cloudtel. Cloudtel reserves the right to immediately disconnect or modify your Service if it is determined, in Cloudtel's sole and absolute discretion, that your use of the Service or the Equipment is, or at any time was, inconsistent with normal business usage patterns.

    4. Local Number Portability

      If you transfer an existing phone number to Cloudtel that is currently subscribed to a provider other than Cloudtel, the following terms and conditions apply:

      1. You must sign up for a Cloudtel account.
      2. You agree to fill out and return all forms necessary to authorize Cloudtel to initiate the porting process. Each necessary form must be faxed back to the number provided on the form. You must sign each form before sending it back to Cloudtel, otherwise your request will not be processed.
      3. You hereby authorize Cloudtel to notify your local telephone company of your decision to switch your local services to Cloudtel and to transfer your telephone number, and represent that you are authorized to take this action;
      4. Do not cancel your current service as this may cause your phone number not to be ported.
      5. Cloudtel will send confirmation to you when the number has been successfully transferred. You acknowledge and agree that you must successfully install and activate your Equipment prior to the date that the number switch becomes effective in order to avoid an interruption in telephone service at the new ported phone number; and
      6. Cloudtel has the right to refuse to port a number if, in its sole discretion, it does not have the infrastructure to support the number. You remain solely responsible for any charges you incur with the telephone company from which the number is being transferred during the period of the transfer, regardless of delays in completing the transfer caused by any reason by any party.

      There is a one-time fee of $25 to port your local number to Cloudtel. Porting a local number can take 2 to 4 weeks from the date that Cloudtel submits the request to your current phone service provider.

    5. Calling Limitation

      Cloudtel does not support certain call types offered by traditional phone services, including, but not limited to, 0+ calling (including, without limitation, collect or third party billing), 900 and 976 calls, and 10-10 "dial-around" calls. The Service may not support 311, 511, or other x11 services (other than 911 and 611) in some or all service areas.

    6. Resale and Transfer

      You are expressly prohibited from reselling or transferring the Service, Equipment, and/or software to any other person for any purpose, without advance express written permission from Cloudtel.

    7. Network Integrity and Security

      You are expressly prohibited from any use of the Service or any other action that, in Cloudtel's sole discretion, is deemed to present a risk to the network integrity or security of Cloudtel or its vendors, whether directly or indirectly. Cloudtel, in its sole discretion, may terminate your Service without advance notice if it determines any of your actions could cause a network disruption or security breach.

    8. International Usage

      We are a global Voice over IP provider. Use of the Service is expressly prohibited wherever its use violates local laws, and you are personally liable for any such violations and agree to indemnify and hold harmless Cloudtel against any and all liability for such use by you or in respect of any use of the Service. Cloudtel reserves the right to terminate your Service immediately and without notice if it determines that you are using the Service in violation of any applicable laws.

    9. Copyright and Trademark

      The Service and Equipment and any firmware or software used to provide the Service or provided to you in conjunction with providing the Service, or embedded in the Equipment, 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.

    10. Unlawful and Prohibited Use

      You agree to use the Service only for lawful purposes. You are expressly prohibited from using the Service to transmit, receive or store any communication or material of any kind when in Cloudtel's sole judgment the transmission, receipt, or possession of such communication or material would constitute or encourage conduct that Cloudtel considers may be a criminal offence, give rise to a civil liability, or otherwise violate any applicable laws. You are expressly prohibited from using the Service or Equipment for any abusive or fraudulent purpose, including using the Service in a way that interferes with Cloudtel's ability to provide the Service to you or other customers or avoids your obligation to pay for the Service or other communication services. Cloudtel, in its sole discretion, may terminate your Service without advance notice if it believes you have violated the aforementioned restrictions, or if you act in a manner that is threatening, obscene, harassing, or abusive to Cloudtel personnel or any other person. You are liable for any and all use of the Service by any person using the Service provided to you, and you agree to indemnify and hold harmless Cloudtel against any and all liability for any such use. Cloudtel may forward personally identifiable information to the appropriate authorities for investigation and prosecution and you hereby consent to such forwarding including if Cloudtel, in its sole discretion, believes that you have violated the aforementioned restrictions.

    11. Tampering

      You agree not to change the electronic serial number or the equipment identifier, if any, of the Equipment, or to perform a factory reset of the Equipment, without express written permission from Cloudtel in each instance which Cloudtel, in its sole discretion, may deny. You agree not to disrupt the Service or make any use of the Service that is inconsistent with its intended purpose or to attempt to do so. Cloudtel, in its sole discretion, may terminate your Service without advance notice should you tamper with the Equipment.

    12. Theft of Service

      You agree to notify Cloudtel immediately if the Equipment is stolen or if you become aware at any time that your Service is being stolen or fraudulently used. You must provide a detailed description of the circumstances of the theft or stolen or fraudulent use of the Service and supply any additional documentation reasonably requested by Cloudtel. Failure to do so in a timely manner may result in the termination of your Service and additional charges to you. If you do not report such theft or stolen or fraudulent use within a reasonable time limit, such time limit to be set in Cloudtel's sole discretion, you shall be responsible for any charges incurred after the date of theft or for any stolen or fraudulent use of the Service.

    13. Audit and Law Enforcement

      Cloudtel reserves the right to audit your use of the Service to enforce the provisions of this Agreement. Cloudtel reserves the right to track and monitor your Service and usage. You acknowledge and agree that this Agreement is sufficient notice to you of such monitoring to the extent any notice is required under applicable federal or provincial or state or international law.

    14. Incompatibility with Other Services

      1. 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.
      2. Certain Broadband, Cable Modem and Other Services. You acknowledge that the Service presently may not be compatible with certain internet services, internet service providers, telecommunications providers and other third party services, including but not limited to AOL cable broadband service. 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.

  4. CHARGES AND PAYMENTS

    1. Billing

      You must provide a valid credit card in order to receive access to the Service. You authorize Cloudtel to charge monthly recurring charges to your credit card in the amounts that you agreed for your service plan. Your right to use the Service is subject to any limits established by your credit card issuer. Your charges and credits issued will appear on an online billing statement that you may access from your online Cloudtel account. You give Cloudtel permission to obtain authorization for use of your credit card. If your billing address changes or your credit card is about to expire, is replaced or cancelled, you must advise Cloudtel immediately. This authorization remains valid until 30 days after Cloudtel receives your notice to terminate your Services. You authorize Cloudtel to keep records of your information after any one-time fee transaction for further purchases of service plans, add-ons, and hardware. You may access your online Cloudtel account in order to purchase any services or add-ons. All charges will be billed according to the rates found on the Cloudtel website or through a sales representative.

    2. Monthly Service Fee

      This is the basic charge associated with your Service plan. This fee includes the calling charges defined by your plan; the features associated with your plan and basic account services.

    3. Add-Ons

      Cloudtel may charge additional fees for enhanced features and services such as virtual phone numbers, toll free numbers, fax line and other add-ons as described in any materials published and provided by Cloudtel.

    4. Local Number Portability

      There is a one time fee to port your number to Cloudtel of $25 per number. Local number portability is only available in USA and Canada.

    5. Equipment Deposit

      You must pay for Equipment that is associated with your Service through your Cloudtel account. Any deposit fees which may be provided, along with any associated shipping fees, and any interest chargeable under this Agreement will be charged to your credit card on file.

    6. Regulatory Recovery Fee

      Cloudtel does not charge a regulatory recovery fee at the current time. Cloudtel reserves the right to charge a regulatory recovery fee with prior notice to the customer.

    7. E911 Fees

      As per CRTC and FCC requirements, all Cloudtel lines are required to be equipped with fully functional E911 service. As a result, an E911 fee is paid for by Cloudtel . Only customers located in the USA or Canada will be able to use this service. Users located in countries other than the USA or Canada hereby acknowledge and consent that Cloudtel does not provide E911 service outside of the USA and Canada.

    8. 411 Service Fees

      411 Service is NOT available at the present time.

    9. Shipping Fees

      You are responsible for shipping and handling fees of any Equipment that you receive from Cloudtel. Extra charges will appear on your account if you enter an incorrect shipping address.

    10. Customs/Import Fees

      For customers within the USA and Canada there are no import fees. For other countries, the local customs office may charge import fees that are the sole responsibility of the customer. Cloudtel is not responsible for any of the charges a customer may incur in importing Equipment purchased from Cloudtel or its third party Equipment supplier. Cloudtel is not responsible for any import fees resulting from the customer returning Equipment. Returned Equipment carrying fees of any sort will be rejected.

    11. Outstanding Charges and Termination of Service

      In the event of overdue or outstanding charges on your account, Cloudtel reserves the right and you hereby consent, in Cloudtel's sole discretion, to charge your credit card for any outstanding charges and terminate the Service. Cloudtel bills all charges and applicable taxes monthly in advance to your credit card. Cloudtel is not responsible for any overdraft or other charges imposed by your card issuer or bank due to insufficient funds in your account.

    12. Billing Disputes

      You must notify us in writing within seven days after receiving your credit card statement if you dispute any Cloudtel 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 sent to the Customer Care Billing Department.

  5. PAYMENT AND COLLECTIONS

    1. Payments

      Cloudtel only accepts payment by VISA and MasterCard. Your subscription to the Service authorizes us to charge your credit card for monthly recurring charges and other charges incurred in connection with the Service.

    2. Collection

      If your Service is disconnected, you will remain fully liable to Cloudtel for all charges pursuant to this Agreement and any and all costs we incur to collect such amounts, including, without limitation, collection costs and attorney's fees. In the event of overdue or outstanding charges on your account, Cloudtel reserves the right and you hereby consent, in Cloudtel's sole discretion, to charge your credit card for any outstanding charges and terminate the Service.

    3. Notice

      You hereby waive your rights to receive advance notice from Cloudtel regarding the amount that Cloudtel will charge to your credit card for amounts owed pursuant to this Agreement. Cloudtel may send you messages about your billing from time to time, but Cloudtel is not obligated to do so. Cloudtel may change or cease its messages at any time without notice to you.

    4. Disconnection or Discontinuance of Service

      Cloudtel reserves the right to suspend or discontinue the Service generally, or to disconnect your Service, at any time in Cloudtel's sole and absolute discretion. If Cloudtel discontinues the Service generally, or disconnects your Service without a stated reason, you will only be responsible for charges accrued through to the date of disconnection, including a pro-rated portion of the final month's charges. If your Service is disconnected on account of your breach of any provision of this Agreement, you will be responsible for the full month's charges to the end of the current term, including, without limitation, unbilled charges, all of which will immediately become due and payable on the effective date of termination. Cloudtel will pursue collection for unpaid amounts on disconnected accounts and may report to credit bureaus.

  6. CANCELLATIONS

    7. You may cancel your Service at any time by notifying Cloudtel through an email or phone call to the Customer Care Billing Department. Such cancellation will be effective on the next business day from the date of the telephone call or email. You remain fully liable for incurred charges outstanding at the time of termination, and you authorize Cloudtel to process these charges to your credit card. If you have deposited on Equipment directly from Cloudtel, we reserve the right to request that you return the Equipment to us in within 30 days.

  7. SHIPPING AND HANDLING POLICY

    8. Customers are responsible for the shipping fees for any Equipment purchased or rented or deposited on through Cloudtel. Please make sure you enter your correct shipping address; otherwise, you will be charged for any fees incurred by Cloudtel or its shippers shipping to incorrect addresses. We advise customers to put an address where they can be reached at during business hours. A signature is required upon delivery. In the instance that your package fails delivery and is returned to Cloudtel, you will be charged for restocking fees and any other associated fees. You will be required to pay new shipping fees in order for Cloudtel to re-ship the Equipment.

  8. RETURNS

    1. Defective Equipment

      Equipment is warranted only under the applicable third party manufacturer's warranty program, and Cloudtel does not provide any other warranty on any Equipment provided to the customer.

      Please refer to the manufacturer's warranty to see the warranty to which your Equipment is entitled.

      If the Equipment is defective, customers should contact a Cloudtel Customer Service Representative and should ask for a RMA Number. Cloudtel will direct the customer to have the Equipment shipped as per Cloudtel's instructions, and Cloudtel will be responsible for shipping fees and will ship a new Equipment promptly. Customers will have 30 days to return the defective Equipment as directed. If within 30 days of issuing the RMA Number, Cloudtel does not receive the defective Equipment, the full amount of the new Equipment will be charged to the customer's credit card. If Equipment is returned incomplete, customer will be fully responsible for all of the shipping charges.

      If, in Cloudtel's sole discretion, the device which is returned is found not to be defective or is found to be defective due to misuse or abuse by the customer, all associated shipping fees and any other fees will be charged to the customer's credit card.

    2. Alternative Interface Equipments

      Customers can use their own SIP-compatible IP Telephony and ATA to access the Service. If a customer uses their own devices, some of the features that Cloudtel offers may not work. Cloudtel has different points of presence ("POP") worldwide, and your account will be assigned to the closest POP. Please note that if you use your own device, Cloudtel will make commercially reasonable efforts, but does not guarantee, to establish your account on the best-suited POP for your location. Furthermore, if a customer uses their own device, Cloudtel does not guarantee any faxing ability with your Service.

  9. MONEY BACK GUARANTEE

    10. Cloudtel offers a limited money back guarantee if you terminate your service within 30 days from the date you order service or the date we successfully process your first payment, whichever is later (the "Subscription Date"). The Subscription Date is not the day you receive the Equipment you ordered or the first day you use the service. The guarantee is subject to the following conditions:

    1. Money Back Guarantee

      Cloudtel's limited money back guarantee applies only to the first-ordered line per account, not to additional or secondary lines. Cloudtel will refund one credit for the service charge for the first service term and the price you were charged by us for your Equipment if you meet the following conditions:

      1. You are applying for money back on the initial line ordered on your account;
      2. You have not exceeded 200 minutes of usage;
      3. You cancel your service within the first 30 days from your Subscription Date;
      4. If you paid a deposit on your Equipment, you must also satisfy the following additional conditions:
        1. Wear and Tear. Cloudtel must receive your device in its original condition, no later than 14 days after you cancel your service;
        2. Return Authorization. Before returning your Equipment to Cloudtel, you must obtain a valid RMA number from the Customer Care Billing Department;
        3. Shipping Costs. You pay all costs of shipping your Equipment back to Cloudtel;
        4. If all of the above conditions are not met, you will not be refunded any deposit paid on the Equipment and may be responsible for any associated charges.

      Our money back guarantee does not apply to any charges for international usage, payphone calls to Cloudtel toll free numbers, and the use of directory assistance. In addition, Cloudtel will make commercially reasonable efforts but does not guarantee that it will be able to refund all of the taxes that you paid.

      Due to the nature of how Cloudtel bills a customer's account, you may be billed for additional charges for the time between disconnection and return of the Equipment. Cloudtel will use commercially reasonable efforts to refund promptly any charges (less any amounts that you owe to us) to your account following the return of your Equipment. If you have a billing dispute following the termination of your account, please contact our Customer Care Billing Department.

  10. LIMITATION OF LIABILITY AND INDEMNIFICATION

    1. Limitation of Liability

      We will not be liable for any delay or failure to provide the Service, including 911 and E911 emergency dialing, at any time or from time to time, or any interruption, suspension, inability to use, or degradation of the Service that is caused by any of the following:

      1. an act or omission of an underlying carrier, service provider, vendor or other third party;
      2. equipment, network or facility failure;
      3. equipment, network or facility upgrade or modification;
      4. force majeure events such as (but not limited to) acts of God, acts of nature, strikes, fire, war, riot, acts of terrorism and government actions;
      5. equipment, network or facility shortage;
      6. equipment or facility relocation;
      7. service, equipment, network or facility failure caused by the loss of power to you;
      8. outage of, or blocking of ports by, your internet service provider or broadband service provider or other impediment to usage of the Service caused by any third party;
      9. any act or omission by you or any person using the Service or Equipment provided to you; or
      10. any other cause that is beyond our control, including, without limitation, a failure of or defect in any Equipment, the failure of an incoming or outgoing communication, the inability of communications (including, without limitation, 911 or E911 emergency dialing) to be connected or completed, or forwarded.

      Our aggregate liability under this Agreement will in no event exceed the Service charges to you with respect to the affected time period.

    2. Disclaimer of Liability for Damages

      In no event will Cloudtel, its owners, 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 (howsoever arising), 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 or e911 emergency 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.

    3. Indemnification

      You shall defend, indemnify, and hold harmless Cloudtel, 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 or E911 emergency dialing, or the equipment.

    4. 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, and specifically include, without limitation, all of Article X.

    5. 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 EQUIPMENT 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 EQUIPMENT WILL BE WITHOUT FAILURE, DELAY, INTERRUPTION, ERROR, DEGRADATION OF VOICE QUALITY OR LOSS OF CONTENT, DATA OR INFORMATION. NEITHER CLOUDTEL NOR ITS OWNERS, OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES OR AGENTS, OR ANY OTHER SERVICE PROVIDER OR VENDOR WHO FURNISHES SERVICES, EQUIPMENT 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 CLOUDTEL'S OR ITS SERVICE PROVIDER'S OR VENDORS' NEGLIGENCE. STATEMENTS AND DESCRIPTIONS CONCERNING THE SERVICE OR DEVICE, IF ANY, BY CLOUDTEL OR CLOUDTEL'S AGENTS OR INSTALLERS ARE INFORMATIONAL AND ARE NOT GIVEN AS A WARRANTY OR CONDITION OF ANY KIND.

    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.

    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 Equipment (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 to 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.

  11. EXPORT CONTROLS

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

  12. GENERAL PROVISIONS

    1. Governing Law

      This Agreement will be governed by and construed in accordance with the laws of the Province of British Columbia, excluding that body of law pertaining to conflict of laws. Any legal action or proceeding arising under this Agreement will be brought exclusively in the courts of the Province of British Columbia, and the parties hereby irrevocably consent to the personal jurisdiction and venue therein.

    2. Severability

      If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions of the Agreement will remain in full force and effect, and the provision affected will be construed so as to be enforceable to the maximum extent permissible by law.

    3. Enurement

      This Agreement may not be assigned by you, by operation of law or otherwise, except with the prior written consent of Cloudtel and provided any assignee agrees in writing to be bound by all of the terms and conditions of this Agreement. Any assignment or attempted assignment by you without such prior written consent shall be void. This Agreement shall enure to the benefit of and be binding upon the parties and their respective heirs, executors, administrators, successors and assigns.

    4. Non-Waiver

      Failure by Cloudtel to insist upon strict performance of any terms or conditions of this Agreement or failure or delay to exercise any rights or remedies provided herein or by law shall not release you from any of the warranties or obligations under this Agreement, and shall not be deemed a waiver of any right of Cloudtel to insist upon strict performance hereof or any of its rights and remedies.

    5. 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 Cloudtel arising out of or relating to the Service or Equipment will be resolved by arbitration before a single arbitrator administered by a Canadian arbitration organization of our choosing. The arbitration shall take place in Vancouver, British Columbia 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 expressly 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 OR EQUIPMENT MUST BE FILED WITHIN ONE 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 OR PARTICIPATION IN A CLASS ACTION LAWSUIT AGAINST CLOUDTEL AND AN AGREEMENT TO BE SUBJECT TO JURISDICTION IN, AND CONDUCT ARBITRAL PROCEEDINGS IN, BRITISH COLUMBIA. This provision shall not be read or construed to prevent Cloudtel from seeking or obtaining any injunctive relief to preserve or enforce its rights under this Agreement in any jurisdiction it deems necessary.

    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.

    7. Changes to this Agreement

      Cloudtel may change this Agreement from time to time. Any changes will be posted on the Terms of Service section of the Cloudtel website. Notice will be considered received by you and any such changes will become binding and effective on the date the changes are posted to the Cloudtel website, except in the case of changes to the prices or charges, when we will comply with our notice commitments described above. IF YOU CONTINUE TO BE ENROLLED IN, USE, OR PAY FOR THE SERVICE AFTER ANY CHANGES IN THE PRICES, CHARGES, TERMS, OR CONDITIONS, YOU THEREBY AGREE TO THE CHANGES. The Agreement as posted supersedes all previously agreed to electronic and written terms of service or agreements.

    8. Entire Agreement

      This is the complete and exclusive statement of the Agreement between the parties with respect to the subject matter contained herein and supersedes and replaces all prior representations, proposals, understandings and all other agreements, oral or written, express or implied, between the parties relating to the matters contained herein.