1.1
Binding Agreement. Welcome to Uniserve! These Terms of Service (the Terms)
constitute a legal agreement between Uniserve
Communication Corporation (Uniserve us we or our) and you, the subscribing or purchasing customer (Customer, you, or your). These Terms govern your access and use of
the Services and Equipment, among other things. Please read these Terms
carefully.
1.2
Acceptance. BY
ACTIVATING, ORDERING, SUBSCRIBING TO, PURCHASING, OR ACCESSING OR USING ANY OF
THE SERVICES, OR BY CLICKING A BUTTON OR CHECKING A BOX INDICATING THAT YOU
ACCEPT THESE TERMS, YOU CONFIRM THAT YOU HAVE READ THESE TERMS AND HEREBY
ACCEPT AND AGREE TO BE BOUND BY AND COMPLY WITH THESE TERMS, OUR ACCEPTABLE USE
POLICY (AUP), AND OUR PRIVACY POLICY. IF YOU DO
NOT AGREE TO THESE TERMS, THE AUP, OR THE PRIVACY POLICY, YOU MUST NOT ACCESS
OR USE ANY OF
THE SERVICES.
1.3
Entity. If you are activating,
ordering, subscribing to, purchasing, or accessing or using any of the Services on behalf of an entity (such as a company or a
society), then you confirm that you: (i) are an
authorized representative or agent of that entity with the authority to bind
such entity to these Terms; and (ii) agree to these Terms on behalf of such
entity. In such a circumstance, the words you, your and Customer as used in these
Terms will refer to and apply to both that entity and you
personally.
1.4
Business Customers.
This Agreement applies solely to Uniserves business
customers and does not govern the provision of services that are purchased by
individuals primarily for personal, family, or household purposes (Consumer
Purposes). The purchase and use of services provided by Uniserve for Consumer Purposes are governed by our residential terms of service.
1.5
Age of Majority. You represent and warrant that you are the
legal age of majority under applicable law to form a binding contract with Uniserve and meet all of the
foregoing eligibility requirements. If you do not meet all of
these requirements, you must not subscribe for the Services.
1.6
9-1-1 Notice. Due to the nature
of VoIP, there are certain limitations with respect to 9-1-1 services and
availability when using our VoIP Services. Please carefully read our IMPORTANT
9-1-1 INFORMATION set out in Section 8 below.
1.7
NOTICE OF BINDING ARBITRATION; WAIVER OF CLASS
ACTION & JURY TRIAL. THESE TERMS
CONTAIN A BINDING ARBITRATION PROVISION IN SECTION 26.3 WHICH
PROVIDES THAT YOU WILL RESOLVE ALL DISPUTES THROUGH MANDATORY AND BINDING
ARBITRATION, UNLESS YOU ARE IN A PROVINCE, STATE, OR COUNTRY IN WHICH THE
COURTS WILL NOT PERMIT YOU TO CONSENT TO BINDING ARBITRATION. THIS MEANS THAT,
IN THE EVENT OF A DISPUTE WITH UNISERVE, YOU WILL NOT BE ABLE TO HAVE THAT
DISPUTE RESOLVED BY A JUDGE OR A JURY. ADDITIONALLY, SECTION 26.2
OF THESE TERMS CONTAINS A WAIVER OF YOUR RIGHT TO PARTICIPATE IN CLASS ACTIONS
AGAINST UNISERVE AND ITS AFFILIATES. SECTION 26.2
ALSO CONTAINS A WAIVER OF YOUR RIGHT TO A JURY TRIAL. PLEASE READ SECTIONS 26.2
AND 26.3 CAREFULLY.
2.
MODIFICATIONS & AMENDMENTS
2.1
Modification of Services;
Amendment of these Terms.
(a)
We may modify the Services
(including adding, updating, discontinuing, improving, or downgrading any
Service or any portion of a Service, or modifying the quality or manner of
delivery of a Service) or amend these Terms or any document or agreement
referred to in these Terms at any time and for any reason by providing you with
notice (such notice, the Change Notice) at any contact address (such
as your email address) associated with your account (Account) with Uniserve. Such modified Services or
amendment to these Terms will become effective and apply to you 15 days after providing
the Change Notice (such period, the Notice Period) unless prior to
such modification or amendment taking effect you
(b)
Notwithstanding Section 2.1(a), Uniserve
may make non-material modifications to any Service or any portion of a Service,
meaning such changes do not substantially alter the fundamental nature, value,
or functionality of the Service you receive. Examples of non-material
modifications include but are not limited to routine updates, enhancements, or
administrative adjustments that do not adversely affect your use of the
Service. Uniserve is not required to provide notice
for such non-material modifications. Such modifications will be effective
immediately
3.
INTERPRETATION & DEFINITIONS
3.1
Interpretation. For the
purposes of these Terms: (a) the words include, includes and including
will be deemed to be followed by the words without limitation; (b) the word
or is not exclusive; (c) Section headings do not affect the interpretation of
these Terms; (d) words in the singular include the plural and those in the
plural include the singular; and (e) a reference to writing or written includes
email except where a contrary intention is indicated.
3.2
Definitions. Capitalized terms have the meanings set
forth or referred to in this Section 3.
Acceptable Use Policy or AUP
means Uniserve acceptable use policy currently
posted at https://home.uniserve.com/acceptable-use/.
Affiliate means a corporation that directly or indirectly, through one or more
intermediaries, Controls, is Controlled by, or is under common Control with, Uniserve;
Carriers
means third party providers of telecommunications services, such as providers
of internet data services, providers of voice over internet protocol services,
and providers of video and audio programming (TV) services.
Consumer Purposes has the meaning set forth in
Section 1.4.
Control" (and the terms "Controlled by" and "under common Control with") means the possession, directly or indirectly, of the power to direct or cause the direction
of the management
and policies of a Person, whether through the ownership
of voting securities, by contract or otherwise;
Co-Location Services means data centre
facilities for co-location of Customers IT equipment, including rack space,
power, cooling, physical security, and network connectivity for the Customers
servers or hardware.
"Dial-Up Internet Services" refer to an
Internet access service that establishes a connection to the Internet via a
telephone line.
Effective Date means the date you
accept these Terms, whether in accordance with Section 1.2 or by any
other means.
Equipment means any hardware,
devices, or equipment that you rent or buy from us to facilitate your use or
access of the Services, including the Loaned Equipment.
High
Speed Internet Services often referred to as broadband, means any Internet
service that offers faster data transmission rates than traditional Dial-Up
Internet Services.
Internet
Services means internet connectivity and related network access services,
including High Speed Internet Services and Dial-Up Internet Services.
Managed
IT Services means managed IT support and consulting services, such as help
desk support, network management, software support, cybersecurity, data backup,
and other IT outsourcing functions as may be detailed in a service plan or
statement of work.
Other Users has the meaning provided
in Section 18.9.
Person"
means an individual, corporation, partnership, unlimited liability company,
governmental authority, unincorporated organization, trust, association or other entity;
Cloud Hosting Services means remote
desktop protocol services and cloud hosting services that provide Customer and
its users with access to virtual desktops and/or applications through Remote
Desktop Protocol (e.g. via Microsoft Remote Desktop clients).
Loaned
Equipment has the meaning provided in Section 14.1
Services means any Uniserve services to which you are subscribed and that Uniserve agrees to provide to you. For example, depending
on the details of your subscriptions, such services might include Internet
Services, Telephone Services, Managed IT Services, Remote Desktop Protocol
(RDP)/Cloud Hosting, Co-Location Services, or Web Hosting Services, among other
services.
The Services exclude: (a) any services
that Uniserve has agreed to provide you pursuant to a
separate written agreement between you and Uniserve;
(b) any services purchased by an individual primarily for Consumer Purposes.
Software means any software procured
or managed by Uniserve on Customers behalf, software
installed by Uniserve of Customers IT systems,
software used for the purposes of accessing the Services, or Software used
together with the Services, including, all related documentation.
Subscription
has the meaning provided in Section 4.
Telephone Services means the
Traditional Telephone Services or VoIP Services, as the context requires.
Traditional Telephone Services means
telecommunication services that use analog technology to transmit voice signals
over a wired network, typically employing the Public Switched Telephone Network
(PSTN). This system relies on physical line connections, including copper wires
and circuit-switched technology, to establish voice communication between two
points. Traditional Telephone Services might also be referred to as
"landline" or "POTS (Plain Old Telephone Service)" in some
contexts.
VoIP means voice over internet
protocol telephony services.
VoIP Equipment means any Equipment
that you rent, lease, or buy from us to facilitate your use or access of the
VoIP Services.
VoIP Services means any VoIP
services or internet phone services to which you subscribe with us and which we
agree to provide to you, but excluding any VoIP
services or internet phone services governed by a separate written agreement
between you and Uniserve.
Web Hosting Services means the
provision of services that enable Customer to host a website or web application
on servers, allowing internet users to access the Customer’s content online,
4.1
Service Plans and
Tiers (Subscriptions). Services
are offered in various plans or tiers, which may differ in many respects, such
as features, capacity, support level, pricing, and whether the service term is
fixed-term or month-to-month. The specific plan(s) and tier(s) to which the
Customer has subscribed (a Subscription), including any customized
features or discounts, are detailed in the Customers order confirmation
documentation issued by Uniserve to the Customer. If
the Customer is already receiving Services from Uniserve
at the time these Terms are first accepted by Customer, the Customers
Subscription for Services will, as at the time these Terms are first accepted,
be as detailed in the invoice or receipt most recently issued to the Customer
for those Services, subject to any modifications agreed to in writing by Uniserve. For more information about fees and your Subscription
details, please review the communications we send to you. These Terms apply
to all Services we provide to you.
4.2
Changes to
Subscriptions. If the Customer requests an upgrade, downgrade, or other change to
their Subscription (including adding or removing Services or features), such
changes must be agreed in writing by Uniserve before
they will become effective (which may include email confirmation or an online
service management portal). Any agreed upon changes to your Subscription will
become effective starting from the next billing cycle unless otherwise agreed
in writing. Any applicable change in fees (prorated as necessary) will be
reflected in the next billing cycle; however certain change may require payment
initial upfront fee. Uniserve will endeavor to
implement service changes promptly; however, certain changes may require
technical lead time. Until a requested change is confirmed as completed by Uniserve, the Customer is responsible for the charges under
their existing Subscription. Please note that changes to your Subscription may
result in a modification of your rights and obligations under these Terms. You
are responsible for reviewing any updated terms associated with your new Subscription.
Uniserve may reject a request for a change to your
Subscription for any reason.
4.3
Order Confirmation. Advertisements
respecting our products and services are invitations to you to make offers to
purchase products and services and are not offers to sell. A properly-completed
order for any of our products or services constitutes only your offer to
purchase the products or services in your order, even if Uniserve
has processed payment for such offer. Your order will be accepted only if and when Uniserve communicates
confirmation of acceptance of your order by email. Confirmation will confirm
the details of your order and our acceptance of it. Upon delivery of such confirmation email, a
binding contract between you and Uniserve will be
formed with respect to the products and services detailed in the confirmation
email. Similarly, if you request a change to the Services
you receive and we agree to those changes, we will send you a confirmation
email. Please note that we are not obligated to provide any services that we
have not confirmed acceptance of in writing. Therefore, it is important to wait
for our confirmation email before assuming that your order has been accepted.
Thank you for your understanding.
4.4
Service
Availability. Unfortunately, our
Services are not available everywhere you can subscribe to our Services only
if you live in one of our service areas and only if we determine that your intended
location to receive the Services meets our services requirements.
4.5
Carriers. Many of our Services are reliant on
infrastructure, facilities, and technology provided by Carriers. Consequently,
our ability to provide you with Services and the performance of the Services
may be limited by our Carriers or affected by factors outside of our control.
You agree that we are not liable for any acts or omissions of our Carriers.
4.6
Equipment. Receipt of certain Services may require that
you purchase or rent additional Equipment or obtain other services from other
providers of telecommunication services.
4.7
Services
Conditional. Your access and use of the Services is
conditional upon your agreement with and continued compliance with these Terms.
4.8
Technical Support. Uniserve has no obligation under these Terms to
provide any maintenance or support services in relation to the Services unless
you have an active Subscription for Managed IT Services and then only as
detailed in your Subscription.
4.9
Service
Restrictions. Unless explicitly authorized in
writing by Uniserve or included in your Subscription,
you shall not:
(a)
repackage,
retransmit, rebroadcast, or distribute our Services
(b)
sell or otherwise
provide our Services to other persons; or
(c)
use our Services to
offer or operate any hosting services, data storage services, or other data
intensive online services.
4.10
Service Migration. At our sole
discretion and without requiring your approval, we may migrate your Services to
different networks or platforms or modify our service providers (including
Carriers). Any such migration or modification will not be deemed an amendment
to these Terms or a modification of the Services.
4.11
Transfer Rates. The Internet Services may have transfer rate
limitations as described on our website or in our communications to you. If you
exceed a transfer rate limit, Uniserve may charge an
additional fee per gigabyte until the transfer rate limit resets,
or may suspend or terminate the High Speed
Internet Services.
4.12
Unlimited Plans. Despite any Service being described as
unlimited, Uniserve may suspend or terminate the
Service if your usage: (a) is outside of the ordinary range of use for similar
business customers; (b) consumes excessive network capacity as determined by Uniserve’s reasonable network management practices; (c)
adversely affects our ability to provide services to our other customers; or
(d) is abusive.
4.13
High-Risk Use. The
Services are not designed or meant for use in high-risk environments requiring
fail-safe performance (such as operation of nuclear facilities, life support
systems, emergency communications, aircraft navigation, or any other uses where
failure of the Service could lead to death, personal injury, or severe property
or environmental damage). Any such use is at the Customers own risk, and the
Customer agrees that Uniserve has no liability
arising from the use of Services in any high-risk environment.
4.14
Maintenance of Equipment and Software. Uniserve is not responsible for the installation,
operation, maintenance, or support of any equipment or software owned or used
by you, including, any equipment or software used in connection with the
Services, unless such services are expressly agreed to in writing by Uniserve as part of the Managed IT Services (Examples of
such written agreements may include a service contract detailing specific
maintenance tasks, an email confirmation outlining agreed-upon support
services, or an addendum to an existing agreement specifying particular
responsibilities Uniserve will undertake).
4.15
Service Level Commitments. Uniserve will make commercially reasonable efforts to
provide the Services covered by your Subscription, but makes no commitments respecting
service performance, uptime, or response times under these Terms or otherwise
in respect of any of the Services. If Uniserve has
made any such commitments in respect of a Service, such commitments will be
defined in a separate written service level agreement signed by an authorized
representative of Uniserve that is specific to your Subscription.
To be binding, a service level agreement must be documented in writing and
signed by an authorized representative of Uniserve.
4.16
VoIP Services (9-1-1 Emergency Calling). The
Customer acknowledges that VoIP 9-1-1 emergency calling has important
limitations compared to traditional landline 9-1-1 services. For important
information, terms, limitations, and acknowledgements related to the VoIP
Services, please see Section 8 (Important
9-1-1- Information).
5.
TERM AND RENEWAL; CANCELLATION AND
SUSPENSION OF SERVICES.
5.1
Term. These Terms commence on the Effective
Date and continue until: (a) all Subscriptions have been cancelled in
accordance with these Terms; or (b) these Terms have been terminated in
accordance with this Section 5.
5.2
Renewal. For any Services provided on a fixed
contract term basis (e.g., 12, 24, or 36 months as specified your accepted
order or service quotation), at the end of the initial term the Service will
automatically renew on a month-to-month basis or for a successive term of equal
length, as indicated in the corresponding service order or Uniserves
renewal notice, unless either party gives written notice of non-renewal at
least 60 days (or the period specified in the accepted order or service
quotation) prior to the end of the then-current term. Each Subscription for Services
without a specified term (month-to-month services) is a recurring subscription that auto-renews
successively on a month-to-month basis until cancelled by either party with
notice.
(a)
Month-to-Month Services. If you or Uniserve cancel a month-to-month Service, the cancellation
will take effect at the end of the current billing cycle. You will not be
charged for the subsequent month, but no refunds will be provided for any fees
already paid for the current month.
(b)
Cancellation of Fixed Term Services by
Customer. The early cancellation policy for fixed contract term Services
depends on the type of service and the providers involved:
(i)
For fixed-term Services that are not tied to
specific provider rules, you may cancel at any time, conditional on you paying
an early cancellation fee to be determined by Uniserve
at the time the cancelation request is processed and
which will not exceed the remaining balance of the term. Such cancellation will
take effect no later than 30 days after payment of the cancellation fee.
(ii)
For fixed-term Services tied to specific
third-party provider rules, depending on the providers rules, the Customer may
be required to fulfill the remainder of the term or pay out its balance as an
early cancellation fee.
In either case, upon such
cancellation you shall also pay: (x) any previously waived installation charges
or equipment costs that had been initially discounted based on term commitment;
and (y) if the term commitment included price discounts or incentives, the
difference between the discounted fees and the standard month-to-month fees for
the period the Services were used.
(c)
Cancellation of Fixed Term Services by Uniserve. Uniserve
may cancel any fixed-term Service by providing 30 days notice to Customer. If
Customer has prepaid any amounts for that fixed Service term, Uniserve shall pay Customer prorated refund based on the number of unused days remaining in
the term.
(d)
Transfers. If you are relying
on a new service provider to handle the cancellation of your Subscription(s)
with Uniserve and Uniserve
does not receive a formal cancellation notice from the new provider, you will
continue to be billed for your Subscription(s) .
(e)
Outstanding Fees. Any cancellation or suspension of a Service, or termination of these
Terms, will not release you of your obligation to pay any outstanding fees that
have accrued prior to the effective date of the cancellation.
5.4
Suspension and
Cancellation By Uniserve for Cause. We may suspend or
cancel any Service if: (a) we reasonably believe that you or an Other User
(defined below) has breached these Terms or the AUP or has contravened any
applicable law; (b) you are late with any payment due to us and you have not
made payment arrangements satisfactory to us; or (c) requested by a
governmental authority with jurisdiction. We will not be liable if for any
reason all or any part of the Services is restricted to users or unavailable at
any time or for any period.
5.5
Effect of Suspension. Suspension of Services under Section 5.4 (Suspension and Cancellation by Uniserve) will not relieve the Customer of its
obligation to pay applicable fees during the period of suspension.
5.6
Termination by You. If we provide you with a Change Notice and
the Notice Period has not yet expired, you may terminate these Terms effective
immediately (subject to reasonable processing times) by providing us with
notice at customercare@uniserve.com or by phone at 604-395-3900. Nothing in
this Section 25.3 limits the applicability of Section 5.10 (Surviving Terms).
5.7
Obligations Upon
Cancellation of Services or Termination of Terms. Upon cancellation
of a Service or termination of these Terms:
(a)
Uniserve will cease providing the cancelled Services, and all licenses or rights
granted to the Customer to use any provided Software, third-party cloud service
subscriptions, or intellectual property will end, or, if
agreed and permitted by the respective third-party licensors, transferred
directly to the Customer. The Customer is responsible for all fees associated
with such transfers. If a transfer of licensing is not feasible, licenses will
terminate upon termination of the service, and Customer will need to procure
new licenses independently if needed.
(b)
The Customer shall
immediately stop using any terminated Services.
(c)
The Customer shall
pay all amounts due for Services provided up to the effective date of
termination, including any applicable early cancellation fees and other amounts
owed under Section 5.3 (Cancellation
of Services); however, if Uniserve has
cancelled a Service pursuant to Section 5.4 (Suspension and Cancellation By Uniserve for Cause), the Customer shall additionally
immediately owe to Uniserve all fees for the
remaining balance of the term, plus any waived installation charges or
equipment costs that had been initially discounted based on term commitment. Invoices for any outstanding fees or charges
may be issued and shall be payable immediately upon receipt.
(d)
Any Loaned Equipment
that corresponds to the cancelled Service must be returned to Uniserve in accordance with Section 14 (Equipment).
(e)
For Co-Location Services,
the Customer is responsible for removing all of its
equipment and data from Uniserves facility within 30
days of termination (unless otherwise agreed in writing). If the Customer fails
to do so, Uniserve may, at its option, return the
equipment to the Customers last known address at the Customers cost, or deem
the equipment abandoned and dispose of it in accordance with applicable law
(provided a notice of intent to dispose is sent to the Customers contact and
no response is received). Any costs of storage or disposal will be charged to
the Customer.
(f)
For Cloud Hosting
Services and Web Hosting Services:
(i)
Data and Application
Removal. No later than 30 days following
cancellation of the Service (unless a different timeframe is agreed to in
writing), the Customer must complete its migration, transfer, or download of
all data, content, software, or applications hosted or stored within Uniserves or the third-party cloud environment or other
storage facility. Uniserve will provide commercially
reasonable assistance to facilitate data export or transfer upon request,
subject to applicable fees, on the condition the Customer gives advance notice
(at least 14 days) prior to the cancellation date.
(ii)
Deletion of Data. Subject to the data deletion policies and practices of any relevant
third-party service providers, unless explicitly agreed otherwise, Uniserve shall permanently delete all Customer data and
virtual environments associated with the Cloud Hosting Services and Web Hosting
Services no later than 60 days following the effective cancellation date, and Uniserve shall have no liability for any loss or damage to
data remaining after this period. The Customer is solely responsible for
ensuring it has securely retrieved or backed up its data prior to cancellation.
(iii)
Continued Access and
Fees. Customer acknowledges that continued
access to the cloud or web environment after cancellation may incur additional
fees, payable at Uniserves standard rates, unless
otherwise agreed. Any post-termination access must be specifically requested in
writing and approved by the Uniserve.
5.8
Early Cancellation Fees. Early cancellation fees are intended as
liquidated damages to compensate Uniserve for the
Customers failure to satisfy the contract term, and not as a penalty. Customer
agrees that these early cancellation fees are a fair estimate of the losses the
Uniserve would incur from the early cancellation of
the particular Service.
5.9
Other Suspension. Notwithstanding anything to the contrary in these
Terms, we may temporarily or permanently suspend your access to any portion or all of the Services:
(a)
if we reasonably
determine that (i) there is a threat or attack on the
Services; (ii) your use of the Services disrupts or poses a security risk to
the Services or to any other customer or vendor of Uniserve;
(iii) subject to applicable law, we have has ceased to continue our business in
the ordinary course, made an assignment for the benefit of creditors or similar
disposition of its assets, or become the subject of any bankruptcy,
reorganization, liquidation, dissolution, or similar proceeding; (iv) our
provision of the Services to you is prohibited by applicable law; or
(b)
if any vendor of Uniserve (including any Carrier) has suspended or
terminated Uniserves access to or use of any
third-party services or products required to enable you to access the Service.
(any
such suspension described in subclause (a), (b), or (c), a "Service
Suspension").
Uniserve
will have no liability whatsoever for any damage, liabilities, losses
(including any loss of data or profits), costs, expenses, or any other
consequences that you may incur as a result of a
Service Suspension, regardless of the cause or duration of such suspension.
5.10
Surviving Terms. Sections 1.3,
1.5,
1.7,
5.3,
5.5,
5.7,
5.8,
5.10,
8.11,
8.12,
8.14,
9.4,
9.5,
11.5,
13.9,
13.12,
14.1, 14.3, 14.4, 14.4(b) 14.6, 14.8, 15.4, 15.5, 15.6, 15.7, 15.9, 15.10, 15.16, 15.17, 16.5, 16.6, 16.7, 18.2, 18.5, 18.6, 18.7, 18.8, 18.9, 20.2, 20.4, 20.5, 20.6, 20.9, 20.10, 20.11, 20.12, 20.13, 20.14, 21.2, 21.3, 22, 23, 24, 25, 26,
and 27,
any warranties you provide us under these
Terms, any indemnities you provide under these Terms, and all other
provisions of these Terms which must survive termination of these Terms to
fulfill their purpose will survive termination of these Terms.
6.
INTERNET SERVICES.
This
Section applies to Subscriptions for the Internet Services.
6.1
Internet Services. The Customer
is responsible for the security of their own networks and systems. Uniserve is not liable for any loss or corruption of data
while using the Internet Services or for unauthorized access to the Customers
systems or data via the internet. The Customer acknowledges that actual
internet speeds and latency may vary due to factors beyond Uniserves
control (such as network congestion, Customers equipment, or third-party
websites). Uniserve may employ measures to manage
network performance and ensure fair use, as long as
such measures are consistent with applicable law and net neutrality
requirements.
7.
CLOUD HOSTING SERVICES
7.1
RDP/Cloud Hosting Services. For Cloud
Hosting Services, the hosted environments may be operated on Uniserves infrastructure or on third-party cloud
platforms, as determined by Uniserve in consultation
with the Customer. Unless otherwise agreed to in writing by Uniserve,
no data residency restrictions apply to Cloud Hosting Services, meaning
Customer data and workloads may be stored or processed in any geographic region
(including outside of Canada). By using the Cloud Hosting Services, Customer acknowledges
and agrees that data might not reside exclusively in any particular
jurisdiction. The various Cloud Hosting Service offerings, price model, and
any special terms or configurations will be detailed in the Customers service
order or service quotation or similar service document that has been accepted
by Uniserve.
8.
IMPORTANT 9-1-1 INFORMATION
This Section contains important
information about 9-1-1 availability via the VoIP Services.
8.1
Description. VoIP services allow you to make or receive telephone calls over the
Internet to or from the public switched telephone network. The nature of VoIP
telephone calls, while appearing similar to
traditional telephone calling services, create unique limitations and
circumstances, and you acknowledge and agree that differences exist between
traditional telephone service and VoIP telephone services, including the lack
of traditional 9-1-1 emergency services.
8.2
9-1-1 Service. Because of
the unique nature of VoIP telephone calls, emergency calls to 9-1-1 through
your VoIP service will be handled differently than traditional phone service.
The following provisions describe the differences and limitations of 9-1-1
emergency calls, and you hereby acknowledge and understand the differences
between traditional 9-1-1 service and VoIP calls with respect to 9-1-1 calls
placed to emergency services from your Account as described below.
8.3
Placing 9-1-1 calls. When you
make a 9-1-1 emergency call, the VoIP Service will attempt to automatically
route your 9-1-1 call through a third-party Uniserve
to the Public Safety Answering Point (PSAP) corresponding to your
address of record on your account. However, due to the limitations of the VoIP
telephone services, your 9-1-1 call may be routed to a different location than
that which would be used for traditional 9-1-1 dialling. For example, your call
may be forwarded to a third-party specialized call centre that handles
emergency calls (such call centre is not under the control or responsibility of
Uniserve). This call centre is different from the
PSAP that would answer a traditional 9-1-1 call which has automatically
generated your address information, and consequently, you may be required to
provide your name, address, and telephone number to the call centre.
8.4
How Your Information
Is Provided. The VoIP Service will attempt to
automatically provide the PSAP dispatcher or emergency service operator with
the name, address and telephone number associated with your Account.
However, for technical reasons, the dispatcher receiving the call may not be
able to capture or retain your name, phone number or physical location.
Therefore, when making a 9-1-1 emergency call, you must immediately
inform the dispatcher of your location (or the location of the emergency, if
different). If you are unable to speak, the dispatcher may not be able to
locate you if your location information is not up to date.
8.5
Correctness of
Information. You are responsible for providing,
maintaining, and updating correct contact information (including name,
residential address and telephone number) with your Account. If you do not
correctly identify the actual location where you are located, or if your
Account information has recently changed or is inaccurate, 9-1-1 calls
may be misdirected to an incorrect emergency response site.
8.6
Disconnections. You must not disconnect the 9-1-1 emergency call until told to
do so by the dispatcher, as the dispatcher may not have your number or contact
information. If you are inadvertently disconnected, you must call back
immediately.
8.7
Connection Time. For technical reasons, including network congestion, it is possible that
a
9-1-1 emergency call placed through the VoIP Service will produce a busy
signal or will take longer to connect when compared with
traditional 9-1-1 calls.
8.8
9-1-1 Calls May Not
Function. For technical reasons, the
functionality of 9-1-1 VoIP emergency calls may cease or be curtailed
in various circumstances, including:
(a)
Failure of service
or your service access device – if your system access equipment fails or is not
configured correctly, or if your VoIP Service is not functioning correctly for
any reason, including power outages, VoIP service outage, suspension or
disconnection of your service due to billing issues, network or Internet
congestion, or network or Internet outage in the event of a power, network or
Internet outage; you may need to reset or reconfigure the system access
equipment before being able to use the VoIP Service, including for 9-1-1
emergency calls; and
(b)
changing locations –
if you move your system access equipment to a location other than that
described in your account information or otherwise on record with Uniserve.
8.9
Alternate Services. If you are not comfortable with the limitations
of 9-1-1 emergency calls, Uniserve
recommends that you terminate the VoIP Services or consider an alternate means
for accessing traditional 9-1-1 emergency services.
8.10
Inform Other Users. You are
responsible for notifying, and you agree to notify, any user or potential users
of your VoIP Services of the nature and limitations
of 9-1-1 emergency calls on the VoIP services as described herein.
8.11
Liability
Limitations. Without limiting Section 24 (Limitation of
Liability):
(a)
we are not
responsible for and disclaim all liability for the acts or omissions of any
emergency response call centres or emergency services you access or receive or
attempt to access or receive by dialing 9-1-1 through the VoIP Services; and
(b)
to the maximum
extent allowable at law, Uniserve and our Affiliates,
and our and their respective directors, officers, employees, agents, and service
providers, will not be liable for any death, injury, loss, harm, or damage to
property arising directly or indirectly out of, or otherwise relating to, 9-1-1
services that you or any other person access or receive or attempt to access or
receive through the VoIP Services, including, in situations when the 9-1-1
services are unavailable or do not function as intended (including any inability to
access 9-1-1 services, delayed response, or inaccurate emergency location
information when using VoIP Services).
8.12
Indemnity. You shall indemnify
and hold harmless Uniserve and our Affiliates, and
our and their respective directors, officers, employees, agents, and service
providers from and against any claims, liabilities,
damages, judgments, awards, losses, costs, expenses, or fees (including
reasonable legal fees and expenses) arising from your or any other persons use
of or attempt to use your VoIP Services for the purposes of obtaining 9-1-1
Services.
8.13
Equipment. Misconfiguration or failure of
your VoIP Equipment could impede your access to
9-1-1 services. Immediately after setting up your VoIP Equipment, you should
make a test call to a number that is not 9-1-1 to confirm if your VoIP
Equipment functions as intended. If at any time your VoIP Equipment is not
working properly, please call technical support at 1-844-395-3900 using a
different device or email our technical support at tech.support@uniserve.com.
8.14
Acknowledgement. You acknowledge
that you should not subscribe to VoIP Services if you are not able or not
willing take all of the measures described above with
respect to 9-1-1 services.
9.
TELEPHONE
SERVICES
This
Section applies to Subscriptions for the Telephone Services.
9.1
Service Quality. The
reliability and quality of VoIP Services might not always be of the same degree
as that of traditional land-line telephone services.
9.2
Operator. The VoIP Services do not include
operator services (typically accessed by dialing 0). Consequently, emergency
services cannot be accessed by dialing 0.
9.3
Wiring and Other Facilities. You are responsible
for obtaining and supplying all wiring, equipment, and facilities necessary to
provide the VoIP Services that we do not otherwise agree in writing to provide
to you. Once our VoIP Services come to an end, you will be responsible for any
wiring, equipment, or facilities that needs to be reconnected or removed.
(a)
Authorizations. If you
request that we port a requested telephone number (a Port Request):
(i)
from your current Uniserve
to us, you authorize us and our Carriers to port that telephone number to our
network from your existing Uniserve;
(ii)
from us to a new Uniserve,
you authorize us and our Carriers to port that telephone number from our
services network to your new Uniserve; and
(iii)
you authorize us to make such disclosures of
your personal information as is necessary to facilitate the requested port of
your telephone number.
(b)
Requirements. To make a Port Request, you must
complete and provide us with the applicable number portability request form,
and your most recent phone bill. We cannot port inactive (not in service) phone
numbers. The phone number being ported must be in the name of the person making
the Port Request and completing the request form.
(c)
Processing Time. You
acknowledge that a Port Request may take over 14 business days to complete.
(d)
Failed Ports. We cannot guarantee that all Port
Requests will result in a successfully ported phone number (a Failed Port).
For example, our ability to port your existing phone number may be limited by
your existing Uniserves ability to port the phone
number.
(e)
Fee. We may charge a fee for Port Requests,
cancellations of Port Requests, and Failed Ports. These fees will be
communicated to you by us before we commence the attempt to port your phone
number. Such fee will be applied to your next bill.
(a)
Except as limited by law, any phone number
assigned to you is and remains our property. We reserve the right in our sole
discretion to change your phone number at any time.
(b)
If you terminate the Telephone Services and
then later reinstate them, we cannot guarantee that you will be assigned your
previous phone number.
9.6
Long Distance Calls. Long distance
calls may be billed at a different rate than local calls. We may charge for
long distance calls based on usage, in which case you
will be billed for your long distance calls within 120
days after the call. By dialing or placing a long-distance telephone call, you
agree to pay Uniserves then-current rates and fees
for such calls. Such rates are posted on our website and may be provided to you
by Uniserve from time to time. Uniserve
may update its rates for long-distance calls by providing you with at least 30
days written notice of the change.
9.7
Calling Area Restrictions. Telephone Services
may be subject to calling area restrictions.
9.8
411 Service. The 411 information
service is available at Uniserve current rates as
set by Uniserve website.
9.9
900 and 976 Numbers. VoIP Calls
to certain special service phone numbers, including 900- and 976- numbers, may
be limited and Uniserve reserves the right to limit
the Customers ability to call any such number at its discretion.
9.10
Directories. Except as required by law, we will not
provide your phone number to the publishers of phone directories.
9.11
Disconnection. Prior to
disconnecting your Telephone Services, we will provide you with written warning
of imminent disconnection at your email address on file in your Account.
9.12
Prohibitions. You shall
not use the Telephone Services for: automatic- dialing announcing devices and
unsolicited voice and facsimile calls made for the purpose of solicitation; or, any application with continuous or excessive calling
patterns for telemarketing (including charitable and political solicitation and
polling), fax broadcasting or fax blasting; in each case as determined by Uniserve in its sole discretion.
10.
DIAL-UP SERVICES
This Section applies to Subscriptions
for Dial-Up Internet Services.
10.1
Requirements. The Dial-Up
Internet Services require the use of a modem which initiates a standard phone
call to an access telephone number.
10.2
Cautions. Dial-Up Internet Services may not
establish a connection to our network on every attempt. The connection speed of
Dial-Up Internet Services is typically limited, offering a maximum bandwidth of
56 Kbps (Kilobits per second), though actual speeds may vary. The use of
Dial-Up Internet Services may interfere with or preclude the use of the telephone
line for simultaneous voice communication. Uniserve
will not reimburse you for any charges incurred by you as a
result of selecting access numbers that are subject to additional or long distance charges.
10.3
Long Distance or Additional Charges. You
acknowledge that the access numbers used by your modem to connect to the
Dial-Up Services may result in additional or long-distance charges being billed
to you. You are solely responsible for determining whether the access numbers you
are using are subject to any additional or long distance
charges and agree to pay all such charges, including those that may be billed
to the Customer by a third party.
10.4
Temporary Disconnection for Inactivity. Uniserve may temporarily disconnect your access to the Dial-Up
Internet Services for inactivity, inactivity in this Section defined as
logging into the Dial- Up Services for an extended period (30 minutes or more)
without any network activity. You shall not use any software, device, or tool
for the purpose of simulating network activity (such as keep alive software)
to avoid inactivity disconnection.
11.
MANAGED IT SERVICES
This Section applies to Subscriptions
for Managed IT Services.
11.1
Managed Service Seats. Depending
on your orders and Uniserves acceptance of those
orders, the Managed IT Services might include user-based IT support services
charged on a per seat (per user) basis. Each seat represents a single
end-user receiving support and IT management services as agreed to by Uniserve. The scope of support per seat will be as
described in Uniserves written agreement to provide
such service. Key payment terms for this plan are described in Section 15.2 (Seat-Based
Pricing).
11.2
Included Support & Services per Seat. For each
seat purchased, Uniserve will provide a bundle of
managed IT support and services to the designated user, as specified in your
Subscription.
11.3
Support Hours and Response Times. Unless
otherwise specified in your Subscription or a separate service level agreement,
help desk services under the Managed IT Service are provided during Uniserves standard business support hours as posted on Uniserves website or as otherwise communicated by Uniserve to Customer in writing. Specific response time
commitments (for example, a guarantee that critical issues will receive a
response within 1 hour) and resolution time targets are not set in these Terms.
If such service level commitments have been made by Uniserve,
they will be defined in a separate written service level agreement
signed by an authorized representative of Uniserve
that is specific to your Subscription. In the absence of a written agreement
covering response times, Uniserve will use
commercially reasonable efforts to respond and resolve issues in a timely
manner, but no fixed response/resolution times are promised by Uniserve, whether under these Terms or otherwise.
11.4
Responsibilities; Limitations of Managed IT
Services. The Customer acknowledges that Uniserves
Managed IT Services may involve accessing or configuring the Customers
systems, software, or data. While Uniserve endeavours
to use industry best practices and professional care in delivering Managed IT
Services, Uniserve does not guarantee that IT systems
will be immune from outages, data loss, cyberattacks, malware (including
ransomware), or other issues. The Customer is responsible for maintaining
appropriate data backups and disaster recovery plans (unless such services are
expressly agreed to in writing by Uniserve as part of
the Managed IT Services).
11.5
Liability Limitations and Acknowledgements. Uniserves
liability for any data loss, security breach, or downtime in connection with Managed
IT Services is subject to the limitations in these Terms. Uniserve
will not be responsible for any loss or damage arising from recommendations or
actions taken at the Customers direction, use of Customer-provided software or
equipment, pre-existing system vulnerabilities or bugs, or any unauthorized
changes made by the Customer or third parties. The Customer also understands
that certain support or maintenance activities (like system upgrades or
patches) may temporarily disrupt services or compatibility; Uniserve
will endeavor to schedule critical work to minimize disruptions in coordination
with the Customer.
11.6
Resolution of Issues. Customer
acknowledges that in providing Managed IT Services, Uniserve
may be working with Customers employees, systems, and third-party software.
While Uniserve will use commercially reasonable care
and skill in delivering support and maintenance, no IT service can guarantee
absolute problem resolution or prevention of all issues. Without limiting
Section 24 (Limitation
of Liability), Uniserve shall not be liable for
any incidental or consequential harm that may arise during the normal course of
providing help desk and management services. For example, if a software patch
recommended or applied under the service inadvertently causes system issues or
downtime, or if troubleshooting a device requires taking it offline
temporarily, Uniserve will work to mitigate such
impacts but will not be responsible for resulting lost profits, lost data, or
other indirect losses suffered by Customer. Likewise, any delays in support
response or resolution times are subject to the terms of the service level
agreement (if one is in place) or, if no service level agreement is in place,
the understanding that no guarantee is in effect, and thus Uniserve
is not liable for losses due to delayed support in the absence of a breached service
level agreement commitment. Customer agrees that it remains responsible for
maintaining backups of critical data and for implementing any additional
safeguards (beyond those provided as part of the Managed IT Service) necessary
for its business continuity. Uniserves role is to
assist with IT operations, but ultimate ownership of data and overall IT
strategy (including redundancy and backup) stays with Customer unless otherwise
expressly agreed in writing.
12.
CO-LOCATION SERVICES
This Section applies to Subscriptions
for Co-Location Services
12.1
Responsibilities. For Co-Location
Services, the Customer is responsible for installing, maintaining, configuring,
and securing its own equipment within Uniserves data
centre facility, unless otherwise agreed in writing (e.g., if Uniserve offers remote hands support as an additional
service). Uniserve will provide the contracted power,
cooling, and physical environment as per industry standards and any written
service level agreement between Uniserve and the Customer, but makes no guarantees as to the performance of
Customers own hardware or software housed in the facility. The Customer must
comply with all data centre rules and security policies provided by Uniserve.
12.2
Liability for Equipment. To the
maximum extent permitted by law, Uniserve is not
responsible for any damage to or loss of the
Customers equipment or data located in the co-location facility. In any event,
Uniserves liability for physical hardware damage
will be limited by Section 24 (Limitation
of Liability) of these Terms. The Customer is strongly encouraged to carry
appropriate insurance for its co-located equipment and to maintain off-site
backups of any critical data. Uniserve disclaims any
liability for business interruption or other losses incurred by the Customer
due to equipment failure, unless directly caused by conditions that constitute
a breach of Uniserves obligations under an
applicable written service level agreement between Uniserve
and Customer for environmental factors (power, HVAC, connectivity), in which
case Customers remedy will be exclusively as provided in the written service
level agreement.
This Section applies to Subscriptions
for Web Hosting Services
13.1
Definition. Any website you have hosted via the Web
Hosting Services is Your Website.
13.2
Web Hosting Services. In addition to the
other Services provided by Uniserve, Uniserve also provides Web Hosting Services. The Web
Hosting Services includes the Email Infrastructure Service. The Email
Instructure Service refers to Uniserves provision of
a software-as-a-service and infrastructure environment that enables you to
setup and manage your own basic email system. The Email Instructure Service
includes providing server space, data storage, network access, and related
technological resources, in such as amounts as Uniserve
determines appropriate. Uniserve does not provide
actual email services, such as sending, receiving, storing, or otherwise
managing electronic mail messages. The Email Infrastructure Service is designed
to provide Customers with the necessary resources and environment to set up
their own independent email systems. The use and application of tools and services
included in the Email Infrastructure Service are solely your responsibility.
Without limiting the generality of the foregoing, the creation and management
of email accounts, including the number of accounts and their respective
identities, are your sole responsibility.
13.3
Shared Hosting. The Web
Hosting Services provided by Uniserve are offered on
a "shared hosting" basis. This means that you will not have a
dedicated server. Instead, Your Website or content will be hosted on a server
that is shared with other customers of Uniserve’s Web
Hosting Services.
13.4
Hosting Space. The Web
Hosting Services include a limited amount of hosting space. Unless otherwise
agreed in writing by Uniserve, each customer is
provided with less than 1GB of hosting space.
13.5
Service Usage Limits. You shall
not exceed the bandwidth, storage, and email usage limits specified from time
to time by Uniserve for the Web Hosting Services. Uniserve will notify you of any changes to these limits by
email or through your account on Uniserve’s website.
If you exceed the allocated amount of data per month for bandwidth or storage
space, exceed the allocated number of inbound and outbound emails, or if you exceed
the email storage and attachment size limitations, Uniserve
may impose additional charges based on Uniserve’s
current pricing policy, suspend the Web Hosting Services, or terminate these
Terms. If Uniserve suspends the Web Hosting Services
or terminates these Terms in accordance with the previous sentence, you will
not receive a refund of any unused pre-paid fees.
(a)
Registration. To host a website via the Web
Hosting Services, you must either provide Uniserve
with an already registered domain name or names or request that Uniserve register a domain name chosen by you. Registration
by Uniserve is contingent on the domain name being
available for registration, not contravening any domain registrars policies,
not contravening these Terms, and not violating any laws or regulations. You
shall promptly repay Uniserve for any fees it incurs
in registering and maintaining any domain name on your behalf. You will not be
entitled to a refund if for any reason you are unable to register or use your
selected domain name.
(b)
Domain Name Disputes. If a legal
claim or dispute arises out of the domain name you use in connection with the Web
Hosting Services, at your request and expense, Uniserve
will attempt to register an alternative domain name as selected by you, subject
to the requirements of this Section 13.6.
(c)
Compliance with Policies. You shall
abide by the domain registrar’s current domain name policy and/or the policies
of any national DNS registration authorities that become applicable upon the
registration of your domain name.
(d)
Domain Parking and Transfers. Uniserve (through its service provider) offers indefinite
parking of domains on its servers at no additional charge and does not charge
for the transfer of your domain name to another service provider. However, if
the transfer of a domain name registered by Uniserve
to another service provider requires direct handling by Uniserve’s
support staff, an administrative transfer fee plus applicable taxes will be
charged for each transferred domain. Domain Parking does not include any
hosting services. Self-submission of DNS entries is not permitted as Uniserve is not a Registrar. You agree that hosting
services for domains on Uniserves system may not be
provided by any person other than Uniserve.
(e)
Non-Refundable Payments. Payments
for domain names are non-refundable. Once a domain name is registered, the
information is stored in the WHOIS database for a period of one year, until the
renewal date, and cannot be refunded or credited. You bear the responsibility
for accurately spelling a domain name during online registration. Uniserve does not issue refunds or credits for domain names
that are misspelled.
13.7
Server-Ready Material. You are
responsible for ensuring that all materials and data you place on Uniserves equipment or otherwise upload to the Web Hosting
Services are in a "server-ready" state, meaning the materials or data
requires no additional alterations by Uniserve. Uniserve is not obligated to check the content,
correctness, or usability of this material or data. If your material or data is
not "server-ready," Uniserve may reject it.
In such cases, Uniserve will inform you of the
rejection, giving you an opportunity to correct or adjust the material to meet Uniserve’s requirements.
13.8
Technical Knowledge. To use the Web
Hosting Services, you are expected to be proficient in web development, coding,
internet protocols, and software. The level of expertise required may vary
depending on your goals and intentions respecting Your Website and its content.
You are expected to possess the necessary knowledge and skills to use the Web
Hosting Services for website creation and maintenance. Uniserve
is not responsible for providing you with this knowledge or any support related
to website creation or maintenance.
13.9
Responsibility for Content & Website. You are solely responsible your Content and Your
Website. This includes responsibility for ensuring that all your Content and Your
Website is functional, accurate, lawful, and does not include misleading
information or infringe or violate anyones rights. Without limiting the
generality of the foregoing, you are solely responsible for: (a) obtaining all
necessary authorization and permissions for your Content; and (b) ensuring that
your Content complies with all applicable laws, including privacy laws.
13.10 End-User
Content. If Your Website involves user forums, blogs, chat, user content
uploads, social media, and other end-user related interactive features (Interactive
Functionality), you shall implement reasonable procedures to process
complaints about resulting user-generated content and, if appropriate, remove
infringing, illegal or offensive materials.
13.11 Backup. Uniserve strongly encourages you to maintain regular and
comprehensive backups of all of your Content and other
data, including Your Websites. This is crucial to ensure the safety and
integrity of your data, and to prevent data loss in case of any unforeseen
circumstances or technical issues. Please note that Uniserve
expressly disclaims any obligation to back up any of your Content and other
data, including Your Websites, and you acknowledge that you are solely
responsible for maintaining comprehensive backups of all your Content, data and
Websites. You are solely responsible for the management and preservation of your
Content and other data. Uniserve will not be
responsible for any loss of Content or other data, whether from errors, system
failures, or other issues. You should take all necessary precautions to
safeguard your Content (including Your Website) and other data, including
maintaining your own backup systems.
13.12
Website and Content Security. You are solely responsible for maintaining
the security of Your Websites or Content you have hosted or stored on the Web
Hosting Services. This includes, but is not limited to, ensuring that Your
Website and Content is free from viruses, malware, and other harmful or
malicious code, as well implementing appropriate security measures to prevent
unauthorized third parties from gaining access to Your Website or your Content.
You are further responsible for implementing appropriate backup procedures and
safeguards to protect Your Websites and Content from loss, damage, or
unauthorized access or use. In no event will Uniserve
be held liable for any security breaches affecting Your Website or Content, or
for any loss or damage resulting therefrom.
13.13 Website
Data.
(a)
Definitions.
(i)
Resultant Data means data and information related
to your use of the Services that is used by Uniserve
in an aggregate and de-identified manner, including to compile statistical and
performance information related to the provision and operation of the Services.
(ii)
Website Data means: (a)
data submitted by end users of your Website; and (b)
data resulting from or used in transactions on Your Website, including, without
limitation, transaction and sales data from Your Website activity, end user
contact information, and all other individually or personally identifiable
information. Website Data does not include Resultant Data or any other
information reflecting the access or use of the Services by or on behalf of you
or any other your Other Users.
(b)
Classification of Data. In the
event of any ambiguity or conflict as to whether a particular item of data
could be classified as Website Data or Resultant Data, such data will be deemed
to be classified as Resultant Data only. Notwithstanding anything to the
contrary in these Terms, this provision shall take precedence over any other
provision relating to the classification or treatment of data under these Terms.
(c)
Use of Website Data. As between Uniserve and you, Website Data will be your property. Uniserve will use such Website Data only for the purposes of
providing you with the Web Hosting Services, enforcing these Terms, or
exercising Uniserves rights or performing Uniserves obligations under these Terms, or as you may otherwise
authorize. Uniserve may erase all copies of Website
Data immediately upon termination of these Terms. For clarity, nothing in this
Section requires Uniserve to store or maintain any
Website Data.
(d)
Resultant Data. As between Uniserve and you, Resultant Data will be Uniserves property.
14.1
Loaned Equipment. Equipment you rent
or lease from us or which we otherwise lend to you (Loaned Equipment) remains our property at all
times. You shall not charge, grant a security interest in, or otherwise
encumber any Loaned Equipment. You shall not sell, transfer, mortgage, or lease
Loaned Equipment. You shall take reasonable care of the Loaned Equipment. You
may not change the location of Loaned Equipment, except with our prior consent.
You may not reconfigure Loaned Equipment, except with our prior consent.
14.2
Delivery. Unless you
provide us notice to the contrary within seven days of delivery, all Loaned
Equipment delivered to you will be deemed delivered in good working condition.
14.3
Fees and Deposits
Associated with Equipment. We may require you to pay a deposit, rental
fee, or purchase price (or any combination thereof) to receive and keep any
Equipment we rent or otherwise provide to you. Deposits are intended to
guarantee the return of the Equipment free of damages (other than ordinary wear
and tear) and to secure your obligations under these Terms. You will not earn
interest on any deposits.
14.4
Return of Equipment
on Cancellation of a Service.
(a)
Upon termination of
these Terms or cancellation of a Service pursuant to which you were supplied
Loaned Equipment, Customer shall allow Uniserve to
retrieve the equipment or, if instructed, return it within 30 days at the
Customers expense. Equipment not returned in good condition (subject to
reasonable wear and tear) may be charged to the Customer.
(b)
Inspection. Upon return of the Loaned Equipment, Uniserve will inspect it to determine its condition. If Uniserve determines that the Loaned Equipment has been
damaged, other than from ordinary wear and tear, Uniserve
will provide you with an itemized list of such damages and the cost of
repairing or replacing the damaged equipment.
(c)
Application of
Deposit. If there is any
damage to the Loaned Equipment as identified in the inspection, or if you have
lost the Loaned Equipment or failed to return it to us on time, Uniserve may apply part or all of
the deposit towards the cost of repairing or replacing the damaged or missing Loaned
Equipment. If the cost of repair or replacement exceeds the deposit, you will
be liable for the difference.
(d)
Refund of Deposit. Once the inspection has been completed and
the cost of any repairs or replacement determined:
(i)
If all Loaned Equipment has been returned in
good working condition, or if the costs of repair or replacement are less than
the Deposit, Uniserve shall return the full deposit
or the remaining balance of the deposit (as applicable) to you no later than 30
days after completion of the inspection; and
(ii)
If the costs of repair or replacement equals
or exceeds the deposit, no amount will be returned to you.
14.5
Lost & Damaged
Equipment. You shall provide us immediate notice if any Loaned Equipment is lost,
stolen, or damaged.
14.6
Retrieval Expenses. If you fail to return any Loaned Equipment when
required, you shall allow Uniserve
access to your premises to retrieve the Loaned Equipment and shall reimburse Uniserve for any costs Uniserve
incurs attempting to retrieve such Loaned Equipment.
14.7
Restrictions. You shall not reconfigure, replace, re-arrange, disconnect, remove,
repair, or interfere with Loaned Equipment, unless authorized by us.
14.8
Your Equipment. We have no
responsibility for any equipment or devices you own or rent from third-parties. Your use of your equipment and devices with
our Services and Equipment is at your own risk. We do not represent or warrant
that our Services or Equipment will be compatible with your equipment or
devices.
15.
FEES & PAYMENTS
15.1
Fees and Billing
Cycle. You agree to pay all fees, plus
applicable taxes, associated with your Subscriptions and any other Services you
order. Fees may include one-time setup or installation charges, recurring
monthly (or other periodic) service fees, usage-based charges (if any),
fixed-term fees, and applicable taxes. Regular
service fees will be billed on a monthly billing cycle, unless otherwise stated
in the written details of your Subscription. Recurring charges are typically
billed in advance of the service period, while usage or overage charges (if
any) are billed in arrears. All invoices are issued in Canadian dollars (CAD)
unless another currency is specified in writing.
You
authorize us (or our third-party payment processor) to charge your payment
method for all applicable fees associated with your Subscription, including
recurring subscription fees, and any other charges or fees that may arise in
connection with your use of the Services.
15.2
Seat-Based Pricing. If a Service is being provided on a
seat-based pricing basis, Uniserve will charge a flat
monthly fee per seat (per user). Each seat corresponds to one named Customer
end-user entitled to receive the particular services.
Seats are typically purchased in advance for each monthly billing cycle. The
quantity of seats and the fee per seat will be specified in the agreed upon service
order or service quotation. If Customer needs to add additional seats (users)
during the term, those will be charged pro-rata for the first partial period
(if applicable) and then at the full monthly rate thereafter. Similarly,
reducing the number of seats (if permitted under Customers agreement with Uniserve) will take effect at the next billing cycle, and
may require advance notice (e.g. 30 days) to adjust billing. Each seat
subscription is for an individual user and may not be shared or used by
multiple persons concurrently (i.e., two people cannot use a single seat at
the same time). Subject to prior approval by Uniserve,
Customer may transfer a seat to a new user (for example, if one employee leaves
and another employee replaces them) with at least 5 business days’ prior
written notice to Uniserve, but simultaneous use by
more than one user under one seat license is prohibited.
15.3
Changes to Fees. We many modify the
fees payable for any month-to-month Service by providing you with at least 30
days written notice (the Change Notice
Period) and such new fees will apply starting on the billing period that
immediately follows the expiration of such Change Notice Period unless you
cancel that Service prior to the start of that billing period accordance with these
Terms. Your failure to cancel the Service before the fee change takes effect
constitutes your agreement to pay the modified fees.
15.4
Third-Party Charges. In scenarios where Uniserve leverages third-party service providers to provide
a Service or product, any external costs (e.g. cloud provider or software
licensing fees) are either included in the Customers fee or identified
separately. If separately passed through, those third-party fees will be
transparently shown and charged at cost (or at an agreed rate) along with
possibly a management fee. Should the third-party provider increase its fees, Uniserve may adjust the fees charged to the Customer
accordingly. Uniserve will manage the relationship
with the third-party service, but Customer must comply with any applicable
end-user terms of such third-party provider (which will be provided or
referenced if applicable). The Customer agrees that Uniserve
may transfer Customers data to and from such third-party providers as needed
to deliver the service.
15.5
Corrections. Any price
offers or advertisements made by Uniserve will be
valid for the period stated on the offer or advertisement, except that Uniserve may reject any sale for any reason, including
without limitation for typographical errors, illustrative errors, or a misprint
in the price offer or advertisement. In the event of a pricing mistake, we will
not be bound by the incorrect price.
15.6
Depictions of Products. Products may differ slightly from how depicted in
any illustrations, photography or descriptions on our website. Uniserve has endeavoured to display as accurately as
possible the colours of our products as they appear on our website. However, as
the actual colours you see will depend on photographic processes and your
screen, Uniserve cannot guarantee that your screens
display of any colour will be accurate.
15.7
Payment Method. When you provide a payment method, such as a credit
card, debit card, or a pre-authorized payment method, that is accepted by us,
you represent and warrant that you are authorized to use such payment method
and that you authorize us (or our third-party payment processor) to charge your
payment method or financial institution for all applicable charges and fees.
For example, when you make an order, you permit us to charge the payment method
you have chosen in the total amount of your order (including applicable taxes).
If we, or our third-party payment processor, are unable to verify your payment
method, or if it is otherwise invalid or not acceptable, we may suspend or
cancel your order. Notwithstanding any suspension
or cancellation of your order, you remain obligated to pay us for any outstanding
charges or fees.
15.8
Accurate Information. You are
responsible for providing and maintaining accurate billing contact information.
15.9
Late Payment. Payments
must be made by the date specified by us. Late payment will bear
interest at the rate of 24% per annum, calculated and compounded monthly
(effective rate of 26.824% per annum). You shall also reimburse us for all
reasonable costs, including actual legal fees and disbursements, Uniserve incurs in collecting any late payments or
enforcing these Terms.
15.10 No
Refunds. Except as
expressly provided in these Terms, or as is required by law, all payments you
make to Uniserve are non-refundable. This includes
situations where you decide to downgrade or cancel Services before the end of a
billing period you will not be entitled to a refund for any unused portion of
Services for which fees have already paid.
Subject to (a) the terms applicable to your selected
payment processing method, and (b) applicable law, you are solely responsible
for any unauthorized, fraudulent, or erroneous transactions related to your use
of our website and/or your receipt of the Services.
15.11 Prices. Prices on our website are expressed in Canadian
Dollars (CAD) unless otherwise noted. If the product or service sold has
additional terms and conditions, those additional terms and conditions will be
provided by us to you prior to the sale. Subject to Section 15.2 (Changes
to Fees), pricing and availability may change without notice.
15.12 Promotional
Offers. At our
discretion, we may make available certain Services at a discount or for free
for a trial period (Promotions).
We reserve the right to modify or cancel these Promotions at any time. If we
reasonably determine you have violated the terms applicable to the Promotion,
we may charge you the full price for the Service that was otherwise subject to
the Promotion. At the end of any Promotion, if you have not cancelled your
Subscription, you agree that we (or our third-party payment processor) may
begin charging you the full amount for your Subscription without additional
notice to you.
15.13 Limited
Quantities. Despite anything to the contrary in these Terms, we
may impose a limit on the purchasable quantity of a particular product or
service.
15.14
15.15 Credit
Check. You authorize Uniserve to
conduct checks on your credit history by making requests and inquiries to
credit reporting agencies. You acknowledge that these requests or inquiries
may be so-called hard inquiries and could have a negative impact on your
credit score with credit reporting agencies.
15.16 Collections. If any amounts you owe under these Terms remain
unpaid for 15 or more days past the payment due date, Uniserve
may, without prior notice to you, refer your account to a collections
agency. You agree to pay a $25 administrative fee for the referral, in addition
to any costs associated with collecting the outstanding balance, including
attorney fees.
15.17 Administrative
Fees. We may
charge an administrative fee of $50 for any failed payments or if you initiate
a chargeback against a payment. A payment is considered "failed" if
it is not successfully processed for any reason, including but not limited to,
insufficient funds, overdrawn accounts, or any form of payment rejection by the
Customer’s financial institution. A "chargeback"
refers to the act of the Customer disputing a previously approved charge with
their credit card issuer or financial institution, thereby reversing the
charge. The administrative fee will be automatically assessed and added to your
account in the event of a failed payment or initiated chargeback. The administrative
fee is due and payable immediately upon assessment and may result in the
suspension of services until full payment is received, including any
outstanding balance and the administrative fee.
15.18 Reconnection
Fee. If we have suspended your Services due to late
payment or any other breach of these Terms, we may charge a reconnection fee
for reconnecting your Services. The amount of such fee will be disclosed to you
before we initiate the reconnection and we may require
payment of such fee in full prior to reconnecting the disconnected Service.
16.
ACCOUNTS
16.1
Registration. To access and use some of the Services, Uniserve may require you to first complete the registration
process to create an Account, which may involve: (a) registering a unique user
name and password (collectively, "Credentials"); (b) providing
contact information, such as your name, phone number, email address, and mailing
address; (c) providing payment and billing information; and (d) and providing
us with any other information we request on the Account registration form or
otherwise over the phone.
16.2
Registration Data. During the registration process, you must provide
true, accurate, current and complete information about yourself as requested by
us (such information being the "Registration Data"). You will
also maintain and promptly update the Registration Data and other Account data
to keep it true, accurate, current and complete. If you provide any information
that is untrue, inaccurate, not current or complete, or if Uniserve
has reasonable grounds to suspect that such information is untrue, inaccurate,
not current or complete, Uniserve has the right to
suspend or delete your Account and refuse delivery of any and
all current or future Services to you.
16.3
Phone Number. By providing us with a phone number, you
consent to receive calls and text-messages (SMS) from us and our Affiliates
regarding the Services. Standard rates apply. Subject to reasonable processing
times, you may opt-out of these communications by using the unsubscribe
mechanism provided to you.
16.4
No Account Sharing. Your Account and Credentials are
specific to you and may not be shared with or transferred to any other person.
You are solely responsible for maintaining the confidentiality of your
Credentials and you will be held responsible for any harm caused by disclosing
or resulting from any unauthorized use of your Credentials. You will not permit
any other person to use your Account or Credentials, and you will immediately
notify Uniserve if you know or suspect that your
Account or Credentials have been compromised or used by any unauthorized
person. You shall not use or access an Account which is not your own. You must
exercise caution when accessing your Account from a public or shared computer
so that others are not able to view or record your password or other personal
information. You also agree to ensure that you logout from your Account at the
end of each session.
16.5
Responsibility for Access. You are solely responsible for all costs, expenses,
and liabilities related to your access, use, and receipt of the Services.
16.6
Account Deletion. You may delete your Account by contacting
us at customercare@uniserve.com or phone
at 1-844-395-3900 with your deletion request and following the instructions we
provide you; except that we may deny such request or retain any Account
information if we determine doing so is necessary to comply with applicable law
or a court order, or to preserve evidence for any investigation or legal
process. However, we may delay your Account deletion request until all amounts
owed to us by you have been paid in accordance with these Terms. Account deletion will not release you of your obligations under
these Terms.
16.7
Further Matters Concerning Your Account. Uniserve may act upon any
communication that is given through your Account or by using your Credentials. Except
to the extent required by law, Uniserve is not
required to verify the actual identity or authority of a person using your
Account or Credentials, but Uniserve may in its
discretion at any time require verification of the identity of a person seeking
to access your Account and may deny access to and use of your Account if Uniserve is not satisfied with the verification. If Uniserve, in its discretion, considers your Account or
Credentials to be unsecure or to have been used inappropriately, then Uniserve may immediately suspend or cancel the Account or
Credentials without any notice to you. We may require you to change your
Credentials from time to time.
16.8
Information Sharing. From
time to time, we may share your Account information to our Affiliates, Carriers,
employees, contractors, service providers, representatives, dealers, and agents,
inluding for the following purposes:
(a)
to facilitate the provision of Services to you;
(b)
for technical support and maintenance;
(c)
to service your Account;
(d)
to bill you or collect payments;
(e)
to respond to your inquiries;
(f)
to retrieve Equipment; and
(g)
to market and promote additional products and
services of Uniserve and our Affiliates.
17.
POLICIES
17.1
Policies. Occasionally, we may establish or
change rules and policies (collectively, the Policies) which govern your use of the Services, Loaned Equipment,
and anything else used together with the Services or Loaned Equipment. The
Policies include, without limitation, the AUP, and are incorporated into these
Terms by reference. You agree to read and comply with all of
the Policies and to cause your Other Users to read and comply with the Policies.
17.2
Condition. As a condition of your access, use, and
receipt of the Services, you agree that your access, use, and receipt of the
Services is only, and will only be, for lawful purposes and in accordance with these
Terms, including without limitation, the Policies.
18.
CUSTOMERS
OBLIGATIONS
18.1
Access.
You authorize Uniserve, our Carriers, and our and
their authorized respective employees, agents, contractors, representatives,
and service providers to enter your premises at a mutually agreed upon time or
time-window to install, maintain, inspect, investigate, repair, remove,
replace, protect, improve, or modify the Services, Equipment, or any of our or
our Carriers facilities, infrastructure, or technologies. You are responsible
for obtaining sufficient authorization to enable access to your buildings
utility room (or equivalent) and such other areas of your building as necessary
for the installation of the Services. When
you order Services, we may assume without further inquiry that you have
obtained all authorizations referred to in this Section and that they are in
good standing.
18.2
Responsibility for
Expenses. You
are solely responsible and liable for all costs, expenses, and liabilities
related to your access, use, and receipt of the Services.
18.3
Device and
Infrastructure Limitations. Uniserve does not
warrant that the Services will function or display properly on all devices. You
are solely responsible for obtaining and maintaining the devices,
telecommunication services, facilities, adequate electricity, and other
technologies and services necessary to access and use the Services and the
Equipment.
18.4
Device
Security. You are solely responsible
for the security of the devices you use to access the Services.
18.5
Access on Termination. If your Account has been deleted, if any Subscription
has been cancelled, or if these Terms have been terminated, you authorize Uniserve, our Carriers, and our and their respective
employees, agents, contractors, representatives, and service providers to enter
your premises for the purposes of disconnecting the Services and retrieving our
Equipment (except Equipment which you have purchased in full) premises at a
mutually agreed upon time or time-window.
18.6
Missed Appointment. To the maximum extent permitted by law, Uniserve, our Affiliates, our Carriers, and our and each of
their respective employees, agents, contractors, representatives, and service
providers, will not be liable to you or to any third party for any claims,
damages, losses, or expenses, including without limitation, consequential
damages, aggravated damages, punitive damages, lost wages, lost profits, or
missed work, if an appointment related to our Services (such as an
installation, investigation, or technical support appointment) is missed by us
or any third party.
18.7
Customer
Cooperation. You shall provide all cooperation and
assistance Uniserve reasonably requests to enable Uniserve to exercise its rights or perform its obligations
under these Terms.
18.8
Effect of Customer
Failure or Delay. Uniserve is not responsible or liable for any late delivery
or delay or failure of performance caused in whole or in part by your delay in
performing, or failure to perform, any of your obligations under these Terms or
if you miss any scheduled appointments.
18.9
Other Users. You are responsible for all persons who
access the Services to which you subscribe, or who otherwise access or use your
Account, in each case whether or not such use has been
authorized by you (such persons, Other
Users). You shall cause all Other Users to review and comply with these
Terms (including, without limitation, the Policies). We are not responsible for
any acts or omissions you or any Other Users make when using or accessing the
Services or otherwise using your Account. You shall indemnify, defend, and hold
harmless Uniserve, our Affiliates, our Carriers, and
our and their respective directors,
officers, employees, agents, service providers, contractors, licensors,
suppliers, subsidiaries, successors, and assigns from and against any
third-party claims, liabilities, damages, judgments, awards, losses, costs,
expenses, or fees (including reasonable attorneys fees) arising out of or
relating to: (a) any Other Users access or use of the Services; or (b) any
Other Users breach of these Terms (including, without limitation, the
Policies). Any act or omission
by an Other User that would constitute a breach of these Terms if taken or not
taken by you will be deemed a breach of these Terms by you.
18.10 Acceptable
Use. You shall read and familiarize yourself with
the AUP before using any Services. You are bound
by and shall comply with the AUP. Without limiting the generality of the
foregoing, you shall not:
(a)
rent out the Services or otherwise sell access
to the Services to any third party;
(b)
reverse engineer, decompile, copy, modify,
distribute, transmit, license, sublicense, display, revise, perform, transfer,
sell or otherwise make available to any third party or otherwise publish the
Services or Software;
(c)
attack our Services or website via a
denial-of-service attack, distributed denial-of-service attack, flooding,
mailbombing, or crashing, or via any other means;
(d)
use the Services to infringe, violate, or
misappropriate the intellectual property rights, personality rights, moral
rights, or privacy rights of any third party;
(e)
use the Services to impersonate any person or
entity or falsely stating or misrepresenting your affiliation with a person or entity;
(f)
use the Services to send spam, unsolicited
commercial electronic messages, or malicious content;
(g)
illicitly reproduce TCP/IP packet headers;
(h)
maintaining or operating an open SMTP relay;
(i)
forge headers or otherwise manipulate any
protocols or identifiers used in any system or protocol in such a manner to
disguise the origin of any data transmitted using the Services;
(j)
restrict disrupt or disable service to users,
hosts, servers or networks;
(k)
provide your
Account passwords or other log-in information to any third party;
(l)
introduce or distribute any viruses, trojan
horses, worms, logic bombs, or other material that is malicious or
technologically harmful
(m)
interfere with the proper working of the Services;
(n)
access the Services in order to build a competitive product or service;
(o)
disrupt network services or otherwise disrupt
our ability to monitor the Services;
(p)
access without authorization any account,
system, computer, or network that belongs to any other person, or otherwise
circumvent or penetrate any security measures of another person (aka hacking);
(q)
use the Services for purposes related to hacking;
(r)
use the services to procure or distribute
pirated software or other infringing content;
(s)
use the Services to transfer or export any
software, technology, data, or products, the export, re-export, or release of
which to certain jurisdictions or countries is prohibited or requires an export
licence or other governmental approval, under any law;
(t)
use the Services to promote, facilitate,
operate, or participate in any pyramid scheme, Ponzi scheme, phishing scheme,
or fraudulent activity;
(u)
use the Services to promote or assist any
illegal activity;
(v)
use the Services
for any illegal or abusive purpose;
(w)
use the Services to
display, store, transfer, distribute, or make available pornography, child
pornography, hate speech, or other obscene material;
(x)
use the Web Hosting
Services to advertise, promote, facilitate, operate, or participate in any gambling;
(y)
use the Web Hosting
Services to advertise or promote tobacco products (including cigarettes),
alcohol, or other intoxicants;
(z)
facilitate the
contravention of this Section 18.10 or the AUP;
(aa)
facilitate or
attempt to do any of the foregoing; or
(bb)
engage in any other
activity that Uniserve in good faith believes damages
or risk harm to: (i) Uniserves
systems, other customers, reputation, or goodwill; or (ii) the property or
safety of any other person.
In the event that Uniserve suspects any breach of the requirements of this
Section, including by Other Users, Uniserve may
suspend or cancel your access to the Services without advanced notice, in
addition to such other remedies as Uniserve may have
at law or at equity or under these Terms. Neither
these Terms nor the AUP requires that Uniserve take any action against you or any Other User or other third party for violating the AUP, this Section, or these Terms, but Uniserve is free to take
any such action it sees fit.
18.11 Unauthorized
Access. You shall take reasonable steps to prevent unauthorized access to
the Services, including without limitation by protecting its passwords and other log-in information. You shall
notify Uniserve immediately of any known or
suspected unauthorized use of the
Services or breach of its security and
shall use best efforts to stop said breach.
18.12 Compliance
with Laws. In your use of the Services, you shall comply with all applicable
laws.
19.
SERVICE PERFORMANCE LEVELS
19.1
WiFi Service
Limitations. WiFi and other wireless Services are subject
to external interferences, environmental effects, and other factors beyond Uniserve Control, such as ceiling and wall density, the
distance between your computer or mobile device and the wireless gateway device,
microwave ovens, electric motors, and cordless phones.
19.2
Management of
Network Resources. So that all customers of Uniserve have fair
network access, we or our Carriers may, at any time, manage network resources
by a variety of methods, including:
(a)
Limiting the network
access available to specific transmission protocols;
(b)
Filtering harmful
content or spam (occasionally, this may result in over-filtration or erroneous
filtration of content); or
(c)
Allocating network
bandwidth amongst our customers (this may impact the speed or availability of
our Services).
19.3
Carrier Limitations. Some of our Services are provided or
facilitated by underlying Carriers. These Carriers may place restrictions on
bandwidth usage. In such a circumstance, your bandwidth usage capacity is not
unlimited, regardless of your Subscription. These bandwidth restrictions may be
enforced by us or our Carriers. Failure to comply with bandwidth restrictions
may result in additional charges to you or the suspension or termination of
your Services.
19.4
Transmission Speed.
Notwithstanding anything to the contrary in any marketing materials, any
representations we have made, or your Subscription, we do not guarantee or
otherwise represent or warrant speed or performance levels of any Services.
Speed or performance of your Services depends on a number of
factors, many of which are outside our control.
19.5
Bandwidth Limits. We may change your bandwidth limits by
providing you notice at the email address associated with your Account. Such
changes may include imposing a temporary or permanent limit on unlimited
bandwidth services.
20.
SOFTWARE,
HARDWARE, AND INTELLECTUAL PROPERTY
20.1
Third-Party
Software. Some Software and
content used to facilitate the Services may be provided by third parties (such
third parties, Third Party Licensors). When Uniserve procures or installs third-party
software or licenses on Customers behalf as part of the Services, Uniserve does not make any independent warranty on
third-party software. Uniserve expressly disclaims any and all liability for defects, security vulnerabilities,
performance issues, or any other problems arising from or related to
third-party software. The Customer shall indemnify and hold harmless Uniserve from any third-party claims or penalties arising
from Customers failure to comply with software license terms or other misuse
of licensed products by Customer. (For instance, if Customer directs Uniserve to install software for which Customer lacks
sufficient licenses and a vendor pursues legal action, Customer would defend and indemnify Uniserve
in that matter.)
20.2
EULA. Any Software
provided to you in connection with the Services is subject to a separate
end-user license agreement (EULA). A copy of the applicable EULA will
be included with any physical copy of the Software or otherwise made available
to you prior to the installation of such Software. You must review and agree to
such EULA prior to using or installing the Software. Except as otherwise
provided in the EULA, the term of a particular EULA ends when all of your Subscriptions related to the corresponding Software
terminate.
20.3
Equipment. We may install and update Software on Equipment for the purposes of
network security, updates, upgrades, or improvements, compatibility, or bug
fixes. You consent to the downloading and installation of such Software onto
the Equipment. If you do not consent to such downloads and installation, you
must cancel the Services and return any Loaned Equipment to us.
20.4
Back-Ups. We strongly
recommend that you backup all your data prior to installation or use of any
Software, Equipment, or Services we provide to you and prior to us providing
you with any maintenance or support service. You agree that we are not liable
to you or any other person for any loss of software or data or for any
infringement of any warranties due to your use of Software, Equipment, or our
Services or any maintenance and support.
20.5
IP Rights in
Software. All rights, title, and interest in and to the Software, including
without limitation all intellectual property rights therein, are and will
remain, as appropriate, with Uniserve and the Third Party Licensors. You have no right or license with
respect to any Software except as expressly licensed under an applicable EULA,
in each case subject to section 20.2 of these Terms. All other rights in and to the Software are expressly
reserved by Uniserve and the respective Third Party Licensors.
20.6
Intellectual
Property Rights. As between Uniserve and you, Uniserve and, as applicable, its licensors and suppliers,
own all right, title, and interest in and to: (a) the Services and its
components; (b) our website and all content on it; and (c) all other materials
and other works of authorship provided to you by Uniserve;
in each case, including all intellectual property rights therein. Except as
expressly provided in these Terms, these Terms do not grant you any license or
rights in or to any of the foregoing. You recognize that all
of the foregoing are protected by intellectual
property laws.
20.7
IP Addresses; Email. As between Uniserve and you, Uniserve
retains exclusive control and ownership of all IP (Internet Protocol) addresses
and email addresses that may be assigned to the you for the duration of your
use of the Services. These IP addresses and email addresses are not your
property of and are considered part of Uniserve’s
Services. Uniserve may change or remove any and all such IP addresses and email addresses at any
time without prior notice. This may be necessary for network management, to
comply with information provided by public authorities, to avoid legal
disputes, or for other reasons as freely determined by Uniserve.
In the event of such change or removal, Uniserve will
use reasonable efforts to avoid any impact on your use of the Services.
However, Uniserve will not be liable for any
interruption, delay, or failure in the Services, or for any other consequence
or damage that may result from the change or removal of these IP addresses or
email addresses. Upon expiration, cancellation or termination of the applicable
Services, you shall relinquish any IP addresses, address blocks, or email
addresses assigned to you by Uniserve. If Uniserve deems
it necessary for technical reasons, you may be required to renumber the IP addresses
assigned to you by Uniserve.
20.8
License. You may download (subject to the terms of any applicable software
license) or print a hard copy of written materials from this website for your
own use, but any copying or reproduction of these materials for commercial
purposes without the permission of Uniserve is
prohibited. The distribution, re-transmission, republication, modification,
reverse engineering, sale or other exploitation of this website or any of the
contents of this Website without the permission of Uniserve
is also prohibited.
20.9
Trademarks. Uniserve
name, Uniserve trademark, and all related names,
logos, product and service names, designs, images, and slogans are trademarks
of Uniserve or its Affiliates or licensors. You must
not use such marks without the prior written permission of Uniserve. Other names, logos, product and service
names, designs, images and slogans mentioned, displayed, or used by us are the
trademarks of their respective owners. Use of any such property, except as
expressly authorized, shall constitute a violation of the rights of the
property owner and may be a violation of federal or other laws and could
subject the violator to legal action.
20.10 Feedback. We welcome any questions, comments or feedback you might have about the Services
or these Terms ("Feedback"). Please
refer to the Contact section of our website for our contact information. That
said, our website contact form and email are not secure means of communication
and any information or content you supply to us will not be kept confidential.
For that reason, you should not submit or send to us any patentable ideas or
patent applications, advertising or marketing suggestions, know-how, trade
secrets, prototypes or any information, written or oral, which you regard as
confidential or commercially sensitive or valuable (collectively referred to as
Unwanted Submissions). While we value
your feedback, you agree not to submit any Unwanted Submissions. We shall not
be subject to any obligation of confidentiality nor be liable for any use
and/or disclosure of such Unwanted Submissions. You agree we are free to use
your Feedback and Unwanted Submissions as we see fit without any obligation to
you.
20.11 License to Feedback and Submissions. If you provide Feedback, or Unwanted Submissions, you grant Uniserve a worldwide, non-exclusive, royalty-free,
perpetual, irrevocable, transferable, and fully sub-licensable right to
exploit, use, access, store, reproduce, adapt, translate, publish, publicly
perform, publicly display, modify, repost rent out, sublicense, create
derivative works from, and distribute from the Feedback or Unwanted Submissions
in any way and for any purpose without providing any compensation to you or any
other person. You also grant Uniserve the right to
use the name you submit with the User Content or Feedback, if any, in
connection with Uniserves rights hereunder.
20.12 Your
Representations; Waiver of Moral Rights. Each time
you submit Feedback or Unwanted Submissions, you represent and warrant that any
such Feedback or Unwanted Submissions you submit to us is and shall be your own
original work and has been lawfully provided to us and that you have all
necessary consents to provide this to us and that we shall be entitled to
disclose your name with any such Feedback or Unwanted Submissions that we may
choose to publish. Where you are the author of such content, you agree that you
waive all moral rights you may have in any such Feedback or Unwanted
Submissions.
20.13 Identifiers. Except as
required by law, any internet protocol addresses, phone numbers, email
addresses, or other identifiers provided to you in connection with the Services
remain the property of Uniserve or the appropriate
third-party owners.
20.14
Your Content. As between us and you, you retain the
copyright and other intellectual property rights you already hold in the
content or data you upload to, or host or process via, the Services or
otherwise send to Uniserve (collectively the Content).
However, each time you upload Content to the Services, host or process Content
with the Services, or otherwise send Content to Uniserve,
you hereby grant Uniserve a worldwide, non-exclusive,
perpetual, irrevocable, fully-paid up, royalty-free, assignable, transferable,
and sub-licensable (through multiple tiers) licence to use, reproduce,
distribute, adapt, store, display, perform, transmit, modify, publish, delete,
and translate such Content as necessary or convenient for the purposes of: (a) Uniserve providing you with the Services; (b) Uniserves enforcement of these Terms; and (c) Uniserves exercise of its rights and performance of its
obligations under these Terms. Without limiting the generality of the
foregoing, Uniserve may cache your Content and may
authorize others to do so.
21.
DATA PROTECTION AND PRIVACY
21.1
Confidentiality. Both the
Customer and Uniserve may receive confidential or
proprietary information from each other during the course of
these Terms. Confidential Information means any non-public information that is
designated as confidential, or that a reasonable person should understand to be
confidential due to its nature or circumstances of disclosure. Uniserves Confidential Information includes, , network configurations, pricing not publicly advertised,
software or product designs, and any proprietary tools or processes used to
deliver the Services. The Customers Confidential Information includes business
data stored or transmitted via the Services, data on Customers systems managed
by Uniserve, account credentials, and any information
the Customer provides about its own customers or employees. Each party agrees
to use the other partys Confidential Information only for purposes of
fulfilling these Terms, and to not disclose it to any third party except to
those who need to know it for the same purposes (and who are under similar
confidentiality obligations) or except such information required to be
disclosed by law (in which case the disclosing party will, if lawful, give the
other party notice and opportunity to seek a protective order). Each party will
protect the others Confidential Information with the same standard of care it
uses to protect its own confidential materials, and at least a reasonable
standard of care. Confidential Information does not include information that
is: (a) publicly available through no breach of these Terms; (b) rightfully
received from a third party without an obligation of confidentiality; or (c)
independently developed without use of or reference to the other partys
confidential information.
21.2
Data Processing and Ownership. Customer retains all rights to any data or
content it transmits, stores, or processes using the Services. Nothing in these
Terms shall be interpreted as granting Uniserve
ownership of the Customers data. To the extent Uniserve
must handle or store any personal data on behalf of the Customer as part of the
Services or support (for example, accessing employee information during
troubleshooting, or storing backup data), Uniserve
will do so solely as a data processor for the Customer (who remains the data
controller). Uniserve will not use such data for any
purposes other than delivering the Services. The Customer is responsible for
obtaining any necessary consents or authorizations from individuals whose
personal data is provided to Uniserve, and for
ensuring that collecting and sharing such data with Uniserve
is compliant with privacy laws.
21.3
Requests by Authorities. If a law enforcement or governmental
authority delivers a demand for the disclosure of Customer data (such as under
a warrant, court order, or other lawful process), Uniserve
will, endeavour to handle such requests in accordance with applicable law.
22.
MONITORING
& CONTENT REMOVAL
22.1
No Responsibility. Uniserve
is not responsible for screening or monitoring use of the Services by you, any
Other User, or any other customer or third party. You further agree that Uniserve is not responsible for any content you access or
receive through the Services.
22.2
Right to Monitor. Other than monitoring network usage, connectivity, and performance, we
generally do not monitor, and do not want to monitor, your activities or
communications made via the Services. However, Uniserve
has the right (but not the obligation) to screen and monitor your use of the
Services and to retain content that you obtain or access through the Services,
if Uniserve is of the belief (in our sole and
arbitrary discretion) that:
(a)
doing so is necessary to investigate or
respond to a breach of these Terms (including, without limitation, the Policies);
or
(b)
doing so is necessary to comply with any laws, regulations, court orders,
or subpoenas.
We may also monitor your use of the Services:
(c)
if doing so is necessary to: (ii) respond to your requests for customer
service or (ii) administer,
maintain, supply, and operate the Services;
(d)
as provided in Section 22.3 (Removal of Content); and
(e)
as provided in Section 22.4 (Information Sharing Notice).
Such collected information will be treated as personal
information and will be subject to our Privacy Policy,
as amended from time to time.
(a)
Uniserve may refuse,
remove, modify, disable, or delete any of your Content that we believe: (i) materially impairs or degrades Uniserves
systems; (ii) violates, or poses a risk of violating, any law; (iii) violates
or infringes, or poses a risk of violating or infringing, any third-party
rights; (iv) violates these Terms or our AUP; (v) exposes or potentially
exposes Uniserve to civil or criminal liability or
public ridicule; or (vi) is otherwise objectionable, in our sole and arbitrary
discretion.
(b)
You acknowledge and expressly consent to Uniserve accessing, preserving, removing, and disclosing
your Account information and your Content if required to do so by law or if in
good faith Uniserve believes that such access,
preservation, removal, or disclosure is reasonably necessary to: (a) comply
with legal process; (b) to assist law enforcement; (c) enforce these Terms; (d)
respond to claims that any Content violates the rights of third-parties or any
law; (e) respond to your requests for customer service; (f) detect, deter, or
prevent crime; or (g) protect the rights, property, or personal safety or
security of Uniserve, or our affiliates, staff,
Users, or the public.
(c)
Despite Uniserves
rights under this Section 22.3, Uniserve has
no obligation to screen, monitor, edit, modify, access, preserve, or disclose
your Content. Without limiting the foregoing, Uniserve
is not obligated to exercise any editorial control over your Content (including
Your Website) or the information you share via the Services. You are not
entitled to a refund if Uniserve exercises any of its
rights under this Section.
22.4
Information Sharing Notice. In order to adhere to legal requirements and respond to
legitimate requests from government entities, safeguard
our systems and our customers, or maintain the integrity and functionality of our
business and technical infrastructure, we may access and share any
information stored on our systems where we determine that doing so is necessary
or appropriate in the circumstances. This includes, but is not limited to, user
identification details (such as name, email address, etc.), IP addresses, usage
data, and any content stored on our servers and systems. Additionally, we may
inform law enforcement or other relevant authorities about any activities we believe
are in contravention of any law. For more information, see our Privacy Policy. In
cases where there are conflicts between our Privacy Policy and this right of disclosure in this
Section, the provisions for disclosure in this Section will govern to the
extent of any inconsistency.
23.
DISCLAIMERS,
DECLARATIONS, & NOTICES
23.1
DISCLAIMER. YOU UNDERSTAND
AND AGREE THAT
YOUR ACCESS AND USE OF THE SERVICES AND OUR PRODUCTS IS AT YOUR OWN RISK. THE
SERVICES AND OUR PRODUCTS ARE PROVIDED ON AN AS IS AND AS AVAILABLE BASIS,
WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED INCLUDING, BUT
NOT LIMITED TO, THE IMPLIED CONDITIONS AND WARRANTIES OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. THE FOREGOING DOES NOT
AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
NEITHER UNISERVE NOR ITS
AFFILIATES NOR UNISERVES OR ITS AFFILIATES RESPECTIVE DIRECTORS, OFFICERS,
EMPLOYEES, AGENTS, OR SERVICE PROVIDERS MAKES ANY WARRANTY, REPRESENTATION OR
ENDORSEMENT WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY,
COVERAGE, TIMELINESS, PERFORMANCE, SUITABILITY, ACCURACY, CURRENCY, OR
AVAILABILITY OF THE SERVICES, INCLUDING WITHOUT LIMITATION ITS CONTENTS OR
FUNCTIONALITIES. WITHOUT LIMITING THE FOREGOING, NEITHER UNISERVE NOR ITS
AFFILIATES, NOR UNISERVES OR ITS AFFILIATES RESPECTIVE DIRECTORS, OFFICERS,
EMPLOYEES, AGENTS OR SERVICE PROVIDERS, REPRESENTS OR WARRANTS THAT THE
SERVICES (INCLUDING WITHOUT LIMITATION ITS CONTENT, OR ANY SERVICES, CONTENT,
OR ITEMS FOUND OR ATTAINED THROUGH THE SERVICES) WILL BE ACCURATE, RELIABLE,
ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, OR THAT OUR
SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
We cannot and do not guarantee or warrant that files or data available for downloading from the Internet
or the Services will be free of viruses or other destructive code. You are
solely and entirely responsible for your use of the Services and your computer,
internet and data security. TO THE
FULLEST EXTENT AVAILABLE AT LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE
CAUSED BY DENIAL-OF-SERVICE ATTACK, DISTRIBUTED DENIAL-OF-SERVICE ATTACK,
OVERLOADING, FLOODING, RANSOMWARE, MAILBOMBING OR CRASHING, VIRUSES, TROJAN
HORSES, WORMS, LOGIC BOMBS, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY
INFECT YOUR ELECTRONIC DEVICES, IT SYSTEMS, COMPUTER PROGRAMS, DATA, OR OTHER
PROPRIETARY MATERIAL DUE TO YOUR USE OF THE SERVICES.
23.2
ASSUMPTION OF RISK. YOU DECLARE THAT
YOU ARE AWARE OF THE RISKS, DANGERS, AND HAZARDS ASSOCIATED WITH USE OF THE
INTERNET, WHICH MAY INCLUDE, WITHOUT LIMITATION, DATA LOSS, UNAUTHORIZED ACCESS
TO INFORMATION OR DATA, DAMAGE TO EQUIPMENT, REPUTATIONAL LOSS, IDENTITY THEFT,
MISAPPROPRIATION OF INTELLECTUAL PROPERTY, AND TRANSMISSION INTERRUPTION, AND
THAT YOU FULLY ASSUME ALL SUCH RISKS, DANGERS, AND HAZARDS AND THE POSSIBILITIES
OF LOSS RESULTING THEREFROM.
23.3
FOREIGN PROCESSING NOTICE. Information
you send through the Services may be stored or processed outside of Canada and
therefore may be subject to the access under the laws of foreign jurisdictions.
23.4
Third-Party Content. Our website may include content provided by third parties. We make no
representations or warranties about any other websites or content that may be
accessed from this our Website or otherwise through
the Services. All statements and opinions expressed in any such third party content are solely the opinions and the
responsibility of the person or entity providing those materials. Such
materials do not necessarily reflect the opinion of Uniserve.
Uniserve is not responsible, or liable to you or any
third party, for the content or accuracy of any third party
materials. If you choose to access any such websites or content, you do so at
your own risk. Your accessing such third party
websites or content may subject you to the terms and conditions and privacy
policies of third parties.
23.5
Third Party
Providers. Our Services or products might be available or
provided through third party providers. We do not control such third parties.
When accessing or using the Services through a third party, your use of the
Services may also be subject to the terms and conditions, and privacy policy,
of such third party. We do not warrant, endorse,
guarantee, provide any conditions, warranties, or representations, or assume
any responsibility or liability for any information, content, product, or service advertised, offered, made available, or
performed by any third party unless we expressly say so.
24.1
Dollar Cap. WITHOUT LIMITING SECTION 24.2, TO THE
MAXIMUM EXTENT PERMITTED BY LAW, UNISERVE, OUR AFFILIATES, OUR CARRIERS, AND OUR
AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS,
SUBSIDIARIES, SUCCESSORS, AND ASSIGNS CUMULATIVE LIABILITY FOR CLAIMS ARISING
OUT OF OR RELATED TO THESE TERMS, THE SERVICES, THE EQUIPMENT, OR OUR OTHER
PRODUCTS WILL NOT EXCEED THE AMOUNT YOU PAID US IN THE THREE MONTH PERIOD IMMEDIATELY
PRECEDING THE EVENT GIVING RISE TO THE CLAIM (OR IF NO AMOUNT HAS BEEN PAID IN
THAT THREE MONTH PERIOD, THEN THE CUMULATIVE LIABILITY WILL NOT EXCEED $10.00
CAD).
24.2
LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE
LAW, IN NO EVENT WILL UNISERVE, OUR AFFILIATES, OUR CARRIERS, OR UNISERVES OR THEIR
RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS,
SUBSIDIARIES, SUCCESSORS, OR ASSIGNS BE LIABLE FOR ANY CONSEQUENTIAL,
INDIRECT, INCIDENTAL, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES WHATSOEVER,
INCLUDING WITHOUT LIMITATION ANY DAMAGES FOR BUSINESS INTERRUPTION, LOSS OF
USE, LOSS OF DATA, ALTERATION OF DATA,
LOSS OF REVENUE OR PROFIT, COST OF CAPITAL, LOSS OF BUSINESS OPPORTUNITY, LOSS
OF GOODWILL, PERSONAL INJURY, DEATH,
PAIN AND SUFFERING, OR EMOTIONAL DISTRESS, WHETHER ARISING OUT OF BREACH
OF CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF PRIVACY, OR ANY OTHER
THEORY OF LIABILITY OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE
FORESEEABLE AND WHETHER OR NOT WE WERE ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES.
24.3
Interruption of Services. To the
maximum extent permitted by applicable law, except as otherwise agreed by Uniserve in a written service level agreement signed by an
authorized representative of Uniserve, Uniserve and its suppliers will not have any liability
whatsoever for any delays, degradation, downtime, outages, or interruptions of
the Services.
25.1
To the maximum extent permitted by applicable
law, you agree to defend, indemnify, and hold harmless Uniserve, our Affiliates, our Carriers, and our and
their respective directors, officers, employees, agents, service providers,
contractors, licensors, suppliers, subsidiaries, successors, and assigns from
and against any claims, liabilities, damages, judgments, awards, losses, costs,
expenses, or fees (including reasonable attorneys fees) (in this Section 25.1, collectively, Covered Claims) arising out
of or relating to: (a) your or any Other Users breach of these Terms
(including, without limitation, the AUP); (b) your or any Other Users use,
access, or receipt of the Services or any of our products; (c) your Content,
Your Website, or your data or the use of any of them; or (d) your negligence or
willful misconduct. You agree that if any of the foregoing indemnified parties
are the defendant, recipient, or target of a Covered Claim, such indemnified
party may take exclusive control of the defense or settlement of such Covered
Claim made against them.
26.1
Dispute Resolution
Process. We care about our
customers. If you have a complaint or concern, please call our customer support
line at 1-844-395-3900 or email us at
customercare@uniserve.com to speak with one of our Customer Service
Representatives. If you feel that your complaint or concern has not been
resolved, you may escalate your complaint or concern by making an escalation
request with any of our Customer Service Representatives.
26.2
Waiver of
Class Action and Jury Trial. You hereby agree to waive any
right you may have to commence or participate in any class action against Uniserve or its Affiliates related
to any claim and, where applicable, you also agree to opt out of any class
proceedings against Uniserve or its Affiliates. Where
applicable, if a dispute arises between us and you, you hereby waive any right
you may have to participate in a trial by jury with respect to that dispute.
26.3
ARBITRATION. In the event of any dispute between you and Uniserve arising out of or relating to these Terms or the
Services that such dispute will be referred to and finally resolved by
mandatory and binding arbitration administered by the Vancouver International
Arbitration Centre (VanIAC) pursuant to its
applicable Rules.
The place of
arbitration will be Vancouver, British Columbia, Canada. The number of
arbitrators will be set to one unless otherwise required by the Rules. The
language of the arbitration will be English. The existence and content of the
arbitration proceedings, including documents submitted by the parties,
correspondence to and from the VanIAC, correspondence
to and from the arbitrator, and orders and awards issued by the sole
arbitrator, shall remain strictly confidential and shall not be disclosed to
any third party (except for professional advisors) without the express written
consent from the other party unless: (a) (i) the
disclosure to the third party is reasonably required in the context of
conducting the arbitration proceedings; and (ii) the third party agrees
unconditionally in writing to be bound by the confidentiality obligation
stipulated herein; (b) such disclosure is required by applicable law; or (c)
such disclosure is required to obtain a court order to enforce the arbitral
order or award. If the law of the jurisdiction in which you receive the
services does not permit you to consent to binding arbitration, then any legal
suit, action, or proceeding arising out of or related to these Terms will be commenced
and determined exclusively in the courts situated in Vancouver, British
Columbia, Canada, and you irrevocably submit to the exclusive jurisdiction of
such courts in any such suit, action, or proceeding.
The parties
agree that they will not appeal any arbitration decision to any court.
26.4
Exclusive Forum. The parties agree that arbitration in
accordance with Section 26.3 (Arbitration)
will be the exclusive forum for resolving disputes arising out of or relating
to these Terms or the Service, except that:
(a)
either party may bring an action in a court of
competent jurisdiction to seek interim, provisional, or emergency injunctive
relief to preserve the status quo or prevent irreparable harm, pending the
appointment of the arbitrator (or pending the arbitrators determination of the
merits of the case);
(b)
if Uniserve has a
claim against you in an amount less than $35,000, Uniserve
may elect to file its claim in the Civil Resolution Tribunal or the Provincial
Court of British Columbia (Small Claims Court) (or the equivalent small claims
court of your jurisdiction) in which case you irrevocably attorn to the
exclusive jurisdiction of that tribunal or court to determine the dispute; and
(c)
any claim by Uniserve
for the return of property belonging to Uniserve may
be commenced by Uniserve in any court of competent
jurisdiction; and
(d)
judgment upon the final arbitral award may be
entered in any court having jurisdiction.
27.1
Governing Law. The
courts in some countries, states, or provinces will not apply the law of
British Columbia to some types of disputes. If you reside in one of those
countries, states, or provinces, then where British Columbia law is
excluded from applying, your country, state, or provinces laws will apply to
such disputes related to these Terms. Otherwise, these Terms and the Services
are governed and interpreted pursuant to the laws of the Province of British
Columbia, Canada and the federal laws of Canada applicable therein, without
regard to principles of conflicts of law that would impose the law of another
jurisdiction.
27.2
Further Assurances. You agree to provide such further documents or instruments, and take
such further actions, reasonably requested by Uniserve, to effect the purposes of these Terms and carry out its
provisions.
27.3
Relationship of the
Parties. The relationship between the parties is that of Uniserve and customer . Nothing
contained in these Terms shall be construed as creating any agency,
partnership, joint venture or other form of joint enterprise, employment or
fiduciary relationship between the parties, and neither party shall have
authority to contract for or bind the other party in any manner whatsoever.
27.4
Entire Agreement. Subject to Section 27.5,
these Terms, together with:
(a)
our Privacy Policy;
(b)
the Policies; and
(c)
the terms of your Subscriptions;
constitutes the sole and entire agreement between you and Uniserve regarding the Services and the other subject
matter herein and supersedes all prior and contemporaneous understandings,
agreements, representations and warranties, both written and oral, regarding
the Services and such other subject matter.
27.5
Supplemental Contracts. Your use
of and access to the Services and Equipment is subject to any other written agreements you may
have with Uniserve.
27.7
Assignment. We may assign these Terms,
and any agreements or documents referred to herein, in part or in their
entirety, including our rights, interests, and obligations hereunder, without notice to you or your consent. These Terms are
personal to you and you may not assign these Terms nor
your rights, interests, or obligations under these Terms to any person without
our express written consent.
27.8
Language. The parties
acknowledge that they have required that the Terms and all related documents be
prepared in English. Les parties reconnaissent avoir exig que les prsentes modalits de vente et tous les documents connexes soient rdigs en anglais.
27.9
Enurement. These Terms will enure to the benefit of and be binding upon the parties to these
Terms and their respective successors, heirs and permitted assigns.
27.10 Headings. The headings in these Terms are for reference
only and shall not affect the interpretation of these Terms.
27.11 Severability. If any term or provision of these Terms is
invalid, illegal or unenforceable in any jurisdiction, such invalidity,
illegality or unenforceability shall not affect any other term or provision of these
Terms or invalidate or render unenforceable such term or provision in any other
jurisdiction. Upon such determination that any term or other provision is
invalid, illegal or unenforceable, the parties hereto shall negotiate in good
faith to modify these Terms so as to effect the original intent of the parties as closely as
possible in a mutually acceptable manner in order that the transactions
contemplated hereby be consummated as originally contemplated to the greatest
extent possible.
27.12
Force Majeure. No delay, failure, breach, or default on the
part of Uniserve will constitute a breach of these
Terms to the extent caused by: (a) acts of war, terrorism, invasion, riots or
other acts of civil unrest; (b) hurricanes, earthquakes, pandemic, epidemic,
flood, fire, tsunami, solar flare, solar storm, electro-magnetic pulse,
explosion, other acts of God or of nature; (c) strikes or other labor disputes;
(d) national or regional emergency; (e) passage of Law or any action taken by a
governmental or public authority, including imposing an embargo, workplace
shutdown or staffing restrictions, health order, export or import restriction,
quota or other restriction or prohibition, or any complete or partial
government shutdown; (f) national or regional shortage of adequate power or
telecommunications or transportation facilities; (g) cyber attacks, denial of
service attacks, or other cyber security incidents, or (g) other causes beyond Uniserves reasonable control.
27.13
Notice. Uniserve may give notice to you by email, letter,
SMS, in-app notification, or any other reasonable means of communication to the
applicable contact information you have registered in your Account. You may
provide notice to us by letter to:
Uniserve Communications Corp.
Suite 209 333 Terminal Avenue
Vancouver, British Columbia
V6A 4C1, Canada