Welcome. Here you will find information and resources related to our company, privacy, services, trademarks and other legal related matters.
This site is owned and operated by Smart IP.
Permission to Use
The Customer may use the content of this web site only for the purpose of accessing and using the information, graphics or photographs therein in furtherance of the promotion of the products and services of Smart IP.
Though Smart IP may commit reasonable efforts to ensuring that information, graphics or photographs contained in this web site are up to date and accurate, instances may occur wherein such information, graphics or photographs are in fact not up to date or accurate, for example, in regard to manufacturer representations regarding products listed on this web site. Notwithstanding the foregoing, the content of this web site is provided “as is” and without warranties of any kind either express or implied. To the fullest extent permissible pursuant to the applicable law, Smart IP disclaims all warranties, express or implied, including but not limited to, implied warranties of merchantability and fitness for a particular purpose. Smart IP does not warrant that the functions contained in the web site will be uninterrupted or error-free, that defects will be corrected, or that the web site or the server that makes it available shall be free of viruses or other harmful components. Applicable law may not allow the exclusion of implied warranties, so the above exclusion may not apply to you. Neither Smart IP, nor its affiliated or related entities or its content providers are responsible or liable to any person or entity whatsoever (including without limitation, persons who may use or rely on such data/materials or to whom such data/materials may be furnished) for any loss, damage (whether actual, consequential, punitive or otherwise), injury, claim, liability or other cause of any kind or character whatsoever based on or resulting from any information provided in the web site. Smart IP Networks Inc. reserves the right to change information on this web site at its own discretion at any time.
This web site and all information, graphics or photographs contained herein is owned by Smart IP Inc. or by other parties who have licensed the use of material to Smart IP. As such, all such material is protected by copyright, trademark and other laws. Except as expressly provided within this agreement, no part of the web site may be copied, duplicated, republished, uploaded, posted, transmitted, resold, reproduced, borrowed, compiled or used in any way. You are granted use for lawful purposes only and only as provided in this agreement. Modification of the materials or use of the material for any other purpose is a violation of the copyright and other proprietary rights.
Smart IP has not reviewed all of the sites linked to the web site and is not responsible for the contents of any such linked site. The inclusion of any link does not imply endorsement by Smart IP of the site. You agree not to link to this web site, whether directly or indirectly, without the written permission of Smart IP. You will not place any of the web pages of the web site in a “frame” within your own web site, without the written permission of Smart IP.
Login Names and Passwords, Security
Some functions and/or areas of this site are accessible by a confidential username and password (“Limited Access Web Pages”). Notwithstanding the need for such username and password, Smart IP does not represent that the requirement for authentication by such username and password cannot be circumvented. You use the Limited Access Web Pages at your own risk. It is the responsibility of the user to keep this information private and confidential. You are responsible for any transactions or activity that is conducted with Smart IP Inc. from anyone using the confidential username and password. You are to notify Smart IP Inc. immediately of any unauthorized use of the username and password. Smart IP Inc. shall not be held responsible in any way for any misuse of the username and password.
Installation and Sale Terms and conditions
Continuation of the “SALES AGREEMENT”
1.5 DELIVERY AND INSTALLATION
- 1. a) Smart IP shall complete all negotiations for the purchase for the Equipment, pre-test the Equipment and deliver and install the Equipment FOB the Customer’s premises at (the “Premises”). Smart IP shall use all reasonable efforts to complete the installation by the cutover date. The term “Cutover” shall mean the date on which the Equipment is installed and functioning so as to be providing the service for which the Equipment is intended.
- 2. b) Shall provide proper installation and operating conditions, including adequate equipment room, electrical power feed and any special equipment such as conduit and fire retardant cable or other equipment or labor necessitated by the Customer’s special needs and not set out in Schedule “A”.
- 3. c) Customer shall authorize Smart IP to act on its behalf in co-ordination the installation with the common carrier or utility: Smart IP agrees to co-operate and co-ordinate with common carrier or utility, as required.
1.6 EDUCATION AND TRAINING
Smart IP agrees to provide to Customer, at no additional charge to Customer, all necessary instruction for Customer’s personnel in the operation of the Equipment.
1.7 TITLE RETENTION
Customer and/or Lessor shall acquire title to the Equipment including all additions thereto once Customer has satisfied all obligations to Smart IP arising under this agreement, including payment in full for the Equipment. For clarity, the customer does not own equipment until paid in full.
1.8 RISK OF LOSS
Smart IP shall bear the risk of loss, or damage to the Equipment while it is in transit to the Customer’s premises. After delivery, all risk of loss and/or damage to the Equipment shall be borne by Customer and/or Lessor. Customer agrees to insure the equipment, at its own expense until Smart IP has received payment in full.
Smart IP shall be responsible for all acts of its employees and agents in connection with this installation and covenants and agrees to maintain appropriate liability insurance during the period covered by this Agreement.
1.9 SECURITY INTEREST
Customer grants to Smart IP a security interest in the Equipment and any proceeds thereof to secure payment of purchase price and satisfaction of all obligations of Customer to Smart IP under the terms of the Agreement.
Until the purchase price has been received in full, Customer shall not: create or assume any security interest, lien or encumbrance upon the Equipment ranking in priority with the security interest granted to Smart IP, sell, lease or dispose of Equipment.
Smart IP warrants the Equipment against defective parts and workmanship for a period of one (1) year after the cutover date. Upon notification of defect. Smart IP shall have the opinion to repair or replace the defective part of the Equipment, free of charge. Smart IP warrants that it transfers and assigns to Customer all warranties of manufactures and suppliers of the Equipment; however, this assignment does not relieve Smart IP of any of its obligations hereunder. In addition, for a period of one (1) year after the cutover date, Smart IP shall perform, free of charge, all necessary maintenance to keep the Equipment in good working condition and repair, including the furnishing of all necessary labour and materials. Smart IP covenants and agrees to respond to any service call within the same time limitations as set forth in the Maintenance Agreement executed between the parties contemporaneously with the execution of this Agreement. This warranty shall not apply to equipment damaged or rendered unserviceable by negligence of non-Smart IP personnel, misuse, theft, vandalism, fire, water, or other peril, or moving, repair, relocation or alteration of the equipment not authorized by Smart IP.
1.11 UNCONTROLLABLE CIRCUMSTANCES
In the performance by Smart IP of any part of this Agreement is prevented, hindered, delayed or otherwise made impractical by reason of any flood, riot, fire, strike, explosion, war or any other cause beyond the control of Smart IP. Smart IP shall be excused from such performance to the extent that it is prevented, hindered or delayed by such causes. Upon the occurrence of any such events, Smart IP shall use its reasonable efforts to notify Customer of the nature and extent of any such conditions.
Smart IP will indemnify and hold harmless Customer from any loss, claim or damage to persons or property arising out of this Agreement or Customer’s possession or use of the system and the provision of Maintenance Services, which indemnity will survive the termination of the Agreement, where such loss, claim or damage was caused by the fault or negligence of Smart IP or by the fault or negligence of any of its employees, representatives or agents while on Customer premises. Smart IP covenants and agrees to maintain appropriate liability insurance during the period covered by this agreement.
1.13 NETWORK ASSESSMENT
If you choose NOT to engage Smart IP to complete a network assessment (per SOW), then your signature on Page 1 is a confirmation that you will be responsible to set up your own network to meet the recommended manufacturer specifications to support a VoIP system, or Hosted Solution, on your network.
1.14 THIRD PARTY SERVICES/SOLUTIONS
Smart IP holds no responsibility or guarantees for the use or provision of third party solutions such as but not limited to Hosted or Carrier services where Smart IP is serving as a sales Agent only of such third party companies and services.
1.15 GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the laws of Province of Ontario. Smart IP and Customer each represent that they have the power and authority to enter into this agreement and that this Agreement constitutes a valid and binding obligation of each party.
Maintenance SLA Terms and Conditions
Continuation of Maintenance Agreement
6. MAINTENANCE SERVICE OBLIGATIONS OF SMART IP
Smart IP will provide corrective maintenance or repair during Smart IP’s regular business hours (between 9:00 a.m. – 5:00 p.m.) For a major failure of the system, Smart IP, without additional costs, will provide service whenever required.
For a normal service call, Smart IP will respond within twenty-four (24) hours.
For a major repair or service, Smart IP will respond within two hours. Emergency service will apply during major repair or service problem on a twenty-four (24) hour per day basis.
Smart IP’s maintenance obligations under this paragraph include labour and parts required to repair or replace Equipment that has become defective through normal wear and usage, and does not include additions, relocation, or removal of Equipment, replacement or repairs of parts lost, stolen or damaged, other than by causes arising out of ordinary use of the Equipment. Preventative maintenance as determined by Smart IP.
7. OTHER CHARGES
- 1. a) All customers that have purchased Manufacturer Support will be provided patches at no charge for General Availability Software to address corrections or repair and service packs that have also been issued at no charge to Smart IP by the manufacturer. Related labour and travel charges to install such software, patches and service packs shall also be provided free of charge, if work can be performed during regular business hours without interruption to the Customer’s use of the system. In the event that there are software or system performance problems that are service affecting, where the corrective action must be performed outside of regular business hours, there will be no charge to the customer. Should the Customer request work that is not service affecting, be performed outside of regular business hours, Customer will be billed at Smart IP’s prevailing overtime labour rates for the work performed.
- 2. b) All customers where manufacturer support has not been purchased will be provided a time and material option to obtain support. This service will only be provided once the appropriate payment method has been arranged and agreed upon between Smart IP and the customer.
- 3. c) Replacements for Equipment or Software that is deemed “Manufacturer Discontinued” or “End of Life” are subject to availability of “like for like spares”, while Manufacturer’s support is limited to Emergency recovery only in the event of a Total System Failure. If “like for like spares” are unavailable, charges may be applicable.
- 4. d) Repairs to the Equipment required as a result of damage by any unauthorized parties.
- 5. e) Inspection of the Equipment due to Section 12 of this Agreement.
- 6. f) Any other requirement not expressly provided within this Agreement.
- 7. g) Alterations and changes requested by the Customer.
8. ADDITIONS, MOVES AND CHANGES, REMOVAL
Smart IP shall, upon Customer’s request, provide services required for additions to, moves and changes on, and removal of the Equipment at Smart IP’s then current charges, which shall be in addition to the maintenance service charges described under price and payment terms on the face of this Agreement. Such services shall be charged at rates not to exceed the lowest rates then being charged by Smart IP for such services in Metropolitan Toronto. Inside GTA travel charges apply to these services.
9. UNCONTROLLABLE CIRCUMSTANCES
If the performance by Smart IP of any part of this Agreement is prevented, hindered, delayed or otherwise made impractical by reason of any flood, riot, fire, strike, explosion, war, or any other cause beyond the control of Smart IP, Smart IP shall be excused from such performance to the extent that it is prevented, hindered or delayed by such cause. Upon the occurrence of any such events, Smart IP shall use its reasonable efforts to notify Customer of the nature and extent of any such conditions.
The Agreement shall be governed by the laws of the Province of Ontario. Neither party thereto may assign its rights or delegates its obligations under this Agreement without the prior written consent of the other, which consents of the other, which consent is not to be unreasonably withheld or unduly delayed. Accounts not paid by due date may be subject to an interest charge from date of maturity at the rate of 2% per month (24% per annum) as shown on invoices. NSF cheques will be subject to an administration charge. Goods may not be returned without prior authorization of Smart IP and a Return Authorization Number. Goods/merchandise authorized for return may be subject to a minimum 25% restocking charge.
11. UNAUTHORIZED REPAIRS
Provided Smart IP complies with the terms of this Agreement, Customer agrees not to permit any person other than authorized Smart IP personnel to repair, make additions to, remove from, or perform maintenance functions on the systems without prior written permission from Smart IP, which consent is not to be unreasonable withheld or unduly delayed.
12. MAJOR REPAIR OR SERVICE
For purpose of this Agreement, a “major repair or service” shall be occasioned by anything which has the effect of total substantial system failure or a major interference with Customer’s use and enjoyment of the Equipment and anything which has the effect of blocking or seriously restricting the switching pattern within the system or into and out of the system.
13. CO-OPERATION WITH TELCO PROVIDER
Smart IP shall at all times co-operate with customers’ Telco provider and all suppliers of maintenance services for equipment connected to the Equipment. If any of Smart IP, Customer, Telco provider, or suppliers of maintenance service is uncertain that a problem requiring maintenance services is on account of the Equipment, the network or facilities of Telco provider or, such other equipment, it shall be presumed that the Equipment, the network and facilities of Telco provider and the other equipment, as the case may be, are jointly at fault. In such event, Smart IP shall, at no extra charge to Customer, supply Maintenance Services whether or not it is subsequently determined that the Equipment was not in need of such Maintenance Services.
14. LIMITATION OF LIABILITY
Smart IP shall not be liable for any special incidental or consequential damages (including lost revenue or profits or additional operating or personal expenses) arising out of or relating to this Agreement or the breach thereof or the use of the Equipment or the installation or maintenance thereof or any delay relative to any of the foregoing (including any such damages arising out of or related to negligence or other tort). Notwithstanding the preceding, in no event shall Smart IP be liable for any amount in excess of the replacement value of the Equipment, to the limit of $100,000, whichever is less.
15. EXCLUSIONS FROM SERVICE
The service provided by Smart IP will not include labour or material necessary to repair damage to equipment caused by negligence, accidents, abuse, acts of third party or any force for any damage for which there is insurance coverage under any lease signed by Customer. Site and system backups are not included in this service, and are the responsibility of the customer. Notwithstanding the above, Smart IP shall not be responsible for maintenance services or management and/or operation of the customers’ network, unless specifically contracted to provide such support.
16. DEFAULT AND TERMINATION
Default and Termination: Subject only to Section 14 hereof, if either party is in material default of this Agreement, the defaulting party shall have a remedy period of 15 days (the “Notification Period”) to correct such default, from the date of notification in writing of such default, with the proviso that in the case of a material default being the non-payment of Fees by the Customer, Smart IP shall have the right, in the exercise of its sole discretion, to withhold Services during the Notification Period. During such notification period, Smart IP shall, without limitation of its right to withhold Services as aforesaid, be entitled to require special payment arrangements or other special terms, as a condition of it providing Services to the defaulting Customer during the Notification Period.
17. CREDIT TERMS
The credit applicant understands and agrees to the following terms and conditions: Terms of payment on this credit account are net 30 days (unless otherwise stated) and the Customer agrees to pay the account on that basis. Terms of payment for goods and services for a Purchase Agreement if different than the terms here are stated on the purchase agreement. All claims against invoices must be made within 10 business days after receipt of goods/service. Accounts not paid by due date may be subject to an interest charge from date of maturity at the rate of 2% per month (24% per annum) as shown on invoices. NSF cheques will be subject to an administration charge. Goods may not be returned without prior authorization of Smart IP and a Return Authorization Number. 25% restocking fee applies to all returned goods.
SERVICE TERMS AND CONDITIONS
Subscribed recurring services including Hosted Services, Data Services and Carrier Services
1. Terms of service
- 1. a) These services will be provided for pursuant to the sales agreement agreed to by Smart IP and the Customer, and per the period set out in the sales agreement. This Agreement, as it applies to a Service Schedule, will continue as long as any Service Schedule remains in effect.
- 2. b) This Agreement becomes binding on the customer when signed, and the Term for a Service will commence on the date that the Service is activated as determined by Smart IP’ records (the “Activation Date”) and shall be automatically renew for successive term(s) equal to a twelve (12) month Term, unless either Party shall have given notice of termination at least 60 days prior to completion of the Term or any renewal thereof
- 3. c) The customer acknowledges and agrees that the Activation Date for the Services must be scheduled at least 5 business days in advance. Failure to provide Smart IP with appropriate notice of a change in scheduled Activation Date(s) may result in additional charges and fees for provisioning the Service, of which Smart IP will notify the customer of prior to rescheduling a new Activation Date.
- 4. d) This Agreement may be:
- 5. e) The customer acknowledges and agree that termination or suspension of the Services provided under this Agreement for any reason whatsoever does not eliminate the customers’ responsibility to pay all fees and other amounts owed to Smart IP up to the date of termination or suspension without any deduction or right of set off whatsoever. The customer also acknowledges and agrees that Smart IP reserves the right to charge Service and Administration charges upon reactivation of service following suspension or termination.
- 6. f) If the customer terminates this Agreement other than in accordance with the terms of this Agreement, the customer will be required to pay to Smart IP as liquidated damages, and not as a penalty, an amount which is equal to the sum of: (a) fifty percent (50%) of the average monthly usage of each of the Services (where applicable); (b) fifty (50%) of the monthly recurring charge for each of the Services, multiplied by the number of months remaining in the then current Term; (c) a charge equivalent to any Equipment discount the customer received as set out in the Agreement; and (d) any other applicable charges set out in the Agreement. In addition, the customer will be responsible for any other charges that Smart IP, acting reasonably, is liable to incur for the remainder of the then current Term, including without limitation, installation charges, removal costs and rental costs, and the customer will forfeit a refund of any prepayment made for Services.
2. Payment and Billing
- 1. a) The customer is responsible for any and all charges (without any right of set-off or deduction) for the Services. The Customer is responsible for paying all calls originating from and charged calls accepted at its telephones and/or equipment, regardless of who made or accepted them. The Customer agrees to pay the rates and charges including any applicable service charges, other nonrecurring charges or feature changes or any other charges for their services in accordance with Smart IPs’ price quote as set out in the applicable Schedule(s) and as outlined in Smart IPs’ monthly invoices. Smart IP reserves the right to change tariff rates should there be a price increase and these rates will be made available to all customers on Smart IP’s website.
- 2. b) All monthly services, are to be paid for by either VISA or Mastercard. Hardware, installation setup fees, start-up costs may be paid for on approved credit terms and will be billed at time of order. Any other credit terms or offerings for the customer will be offered at the sole discretion of Smart IP.
- 3. c) All fixed and variable service charges (subscription services) are payable monthly. Notwithstanding anything contained in section 2 and 3, a late payment charge of 1.5% per month, will accrue on any amounts remaining unpaid for thirty (30) days, after the date of any invoice (the “Interest Application Date”) The Customer is responsible for any applicable Provincial, or Federal taxes or similar charges including regulatory recovery fees, universal service fees, 911 fees, and government fees prescribed by the CRTC authorities. The Customer shall be responsible for paying, at any time, a previously unbilled or under billed charge where it is correctly billed from the date it was incurred after it has been correctly invoiced. There shall be no interest payable by the customer for the period prior to the billing date as it pertains to the previously unbilled or under billed charges.
- 4. d) Where Smart IP has reasonable grounds for believing that the Customer intends to defraud Smart IP, Smart IP may demand immediate payment from the Customer. The Customer shall be liable to Smart IP for all reasonable costs and/or expenses incurred; including legal fees, in the collection or attempted collection of any unpaid charges and such amounts shall represent a debt owed by the Customer to Smart IP. Cheques rejected, due to Non-Sufficient Funds, will be subject to a service charge (‘NSF Charge’). Smart IP accepts payment by Visa and Mastercard and if the customer chooses to pay by either one of these credit cards, the Customer authorizes Smart IP to charge the total amount of the invoice to the Customer’s chosen credit card.
3. Rates and Charge
- 1. a) The Customer are responsible for all charges for all Services and the customer agrees to pay the rates and charges for all Services as set out in this Agreement, including system access fee(s), monthly service charges, any restoral fees, airtime, data transfer fees, long distance fees, fees incurred in the course of provisioning Services, and any other charges incurred in using the customers Services, regardless of who used the Services.
- 2. b) The Customer are solely responsible in the event of any charges arising from fraudulent and, or unauthorized use of the Services, without regard to how the fraudulent and, or unauthorized use occurred.
- 3. c) Smart IP reserves the right to change rates for any and all Services upon the provision of thirty (30) days’ notice.
4. Credit Approval
- 1. a) Credit terms may be granted for any goods and services not being paid for by credit card, at the discretion of Smart IP, subject to the following:
- 2. b) Smart IP will collect any information from the customer to facilitate credit inquiries about same, and the customer consent to the disclosure of such information from and to credit grantors, credit bureaus and suppliers of services as Smart IP deems appropriate at any time; and
- 3. c) Despite any other provisions of this Agreement, the customers’ outstanding charges for Services will not at any time whatsoever, exceed the approved credit limit, without prior approval by Smart IP; and
- 3. c) Any further credit terms and requirements Smart IP may establish from time to time to satisfy acceptable credit security and grant acceptable credit terms to the customer.
5. Access to Facilities
- 1. a) The customer grants Smart IP any such access required (if any) to install, establish, troubleshoot and confirm the agreed to services.
6. Equipment and Software
- 1. a) Where required, Smart IP will provide and install equipment, facilities and products, including cables and documentation (“Equipment”) to establish and provide the customer with Services. The Customer agrees that the Equipment, and any North American Numbering Plan numbers and/or IP addresses assigned to the Customer will at all times remain the property of Smart IP and the Customer has no right, title or interest in or to the Equipment and any North American Numbering Plan numbers and/or IP addresses assigned to the Customer except for use under this Agreement.
- 2. b) Smart IP will make available software for use (“Software”) where required for the Services. All Software made available by Smart IP remains the property of the Software provider, which may be Smart IP, its suppliers or another party as applicable. Use of Software made available by Smart IP is subject to applicable license agreements that must be accepted prior to installation or use of the Software. Unless otherwise stated, license agreements for Software required by Service expire upon cancellation or termination of Service. The Customer is responsible for the installation and operation of all Software made available by Smart IP.
- 3. c) The Customer is solely responsible for the physical security and protection of all Equipment provided for use with the Services. The customer is also solely responsible for the data and network security of Equipment and Software provided for use with the Services where connected to non-Smart IP equipment, software, systems and networks.
- 4. d) The customer is solely responsible for the security and protection of the passwords and credentials for Equipment and Software and the passwords and credentials that are used by the Equipment and Software to provide Services.
- 5. e) The Equipment will be considered to be in good working condition, unless the Customer gives notice to Smart IP to the contrary within five (5) days of receiving the Equipment. The Customer agrees
- 1. a) The Parties acknowledge that the existence and the terms of this Agreement and any oral or written information exchanged between the Parties in connection with the preparation and performance this Agreement are regarded as confidential information. Each Party shall maintain confidentiality of all such confidential information, and without obtaining the written consent of the other Party, it shall not disclose any relevant confidential information to any third parties, except for the information that: (a) is or will be in the public domain (other than through the receiving Party’s unauthorized disclosure); (b) is under the obligation to be disclosed pursuant to the applicable laws or regulations, rules of any stock exchange, or orders of the court or other government authorities; or (c) is required to be disclosed by any Party to its shareholders, investors, legal counsels or financial advisors regarding the transaction contemplated hereunder, provided that such shareholders, investors, legal counsels or financial advisors shall be bound by the confidentiality obligations similar to those set forth in this Section, with the exception of such information required to provide the services. Disclosure of any confidential information by the staff members or agencies hired by any Party shall be deemed disclosure of such confidential information by such Party, which Party shall be held liable for breach of this Agreement. This Section shall survive the termination of this Agreement for any reason.
8. Disclaimer and limitation of liability
- 1. a) Smart IP provides the Services, Equipment and Software to the Customer on an “as is” basis and disclaims all warranties, whether express, implied or statutory, including, but not limited to, any warranties of merchantability, fitness for a particular purpose, title, quiet enjoyment, accuracy, or system integration. No warranty is made that the Services, Equipment and Software will operate in an error free or uninterrupted manner.
- 2. b) Smart IP will not be responsible for any damages including actual, direct, indirect, incidental, special, consequential, punitive or reliance, or for any lost profits of any kind, even if the damages were foreseeable, arising out of the provision of the Services or in any way arising out of this Agreement. The customers’ exclusive remedy and Smart IPs’ liability, if any, for damages for any cause whatsoever, will be no more than the recurring charges paid by the customer for the affected Service for the one (1) month preceding the event alleged to have caused damages. Any legal action arising in connection with this Agreement must be brought within one (1) year after the cause of action arises. For the purpose of this section, “Smart IP” includes its officers, directors, employees, agents and affiliates.
- 3. c) NOTWITHSTANDING THE GENERALITY OF THE FOREGOING, IN THE EVENT YOU SUBSCRIBE FOR SMART IP SERVICES THAT INCLUDE THE CUSTOMER OR IT’S EMPLOYEES OR AGENTS RECORDING INDIVIDUAL TELEPHONE CONVERSATIONS AND/OR COMPUTER SCREEN ACTIVITY, LAWS REGARDING NOTICE AND NOTIFICATION REQUIREMENTS WITH RESPECT TO SUCH RECORDING VARY ACROSS JURISDICTIONS AND THE CUSTOMER AGREES TO BE SOLELY RESPONSIBLE FOR COMPLYING WITH ALL APPLICABLE LAWS. SMART IP EXPRESSLY DISCLAIMS ANY LIABILITY WITH RESPECT TO THE CUSTOMERS’ USE OF SMART IP’S SERVICES FOR RECORDING CONVERSATIONS AND YOU HEREBY FULLY RELEASE AND INDEMNIFY SMART IP, TO THE EXTENT PERMITTED BY LAW, FROM ANY AND ALL CLAIMS AND LIABILITY IN RELATION THERETO.
- 1. a) THE CUSTOMER AGREES TO INDEMNIFY, DEFEND AND HOLD HARMLESS SMART IP, ITS AFFILIATES, UNDERLYING CARRIERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, LICENSORS, AND SUPPLIERS FROM AND AGAINST ANY AND ALL CLAIMS, LOSSES, EXPENSES, DAMAGES AND COSTS, INCLUDING REASONABLE LEGAL FEES, RESULTING FROM THE USE OF THE SERVICES OR FROM ANY BREACH OF THIS AGREEMENT AND ANY SCHEDULE(S) BY THE CUSTOMER EXCEPT AND TO THE EXTENT OF ANY NEGLIGENCE OR MISCONDUCT ON THE PART OF SMART IP. THE PROVISIONS OF THIS SECTION WILL SURVIVE TERMINATION OF THIS AGREEMENT.
10. Billing Disputes
- 1. a) The Customer must bring all billing inquiries and billing disputes to the attention of Smart IP, in writing, within thirty (30) days of the invoice date. Failure to do so shall constitute acceptance of the accuracy of the entire contents of the invoice, and the Customer will have no further right to challenge the accuracy of any portion of the invoice. The Customer agrees and acknowledges that the undisputed portion of any disputed invoice and all subsequent invoices shall be paid by the customer on a timely basis or the Service(s) may be terminated by Smart IP.
11. Network Security
- 1. a) Customer agrees to maintain industry accepted safeguards over their network infrastructure and to safeguard all security information including passwords used to access Smart IP’s systems.
- 2. b) Customer agrees that they will ensure that firewalls, network equipment and systems remain secure and prevent unauthorized access to them. Customer acknowledges that they may receive passwords or usernames via the Internet or through e-mail and will take necessary steps to safeguard that information.
- 3. c) Customer acknowledges that they are responsible for any breach of their security or unauthorized use of their equipment or passwords to access Smart IP’s systems and that all telephone calls made by those unauthorized parties will be billable to the Customer’s account.
- 1. a) Customer acknowledges and agrees that the Service may not be compatible with certain models or brands of routers, modems or networking equipment.
- 2. b) Customer further acknowledges and agrees that the Service may not be compatible with certain Internet providers, mobile providers, mobile platforms or that those internet providers may choose to block the Services.
- 3. c) Customer agrees that the Service may not be compatible with certain telephony equipment and IP phone equipment. Customer agrees that Smart IP can only provide support and assistance with equipment.
- 1. a) Entire Agreement: This Agreement constitutes the entire agreement between the Parties regarding the provision of Services, and supersedes and replaces all prior agreements and representations whether written or oral with respect to the provision of Services. In the event of conflict between the terms of a quotation and these terms and conditions the terms of the quotation shall govern.
- 2. b) Amendment: You can only amend this main Agreement in writing signed by an authorized representative of Smart IP. This main Agreement can only be amended by a signatory authorized by Smart IP and not by any other Smart IP sales representatives, agents or employees.
- 3. c) Jurisdiction: This Agreement will be governed by the laws of Ontario and the applicable laws of Canada and the Parties agree to be subject to the exclusive jurisdiction of the courts of Ontario.
- 4. d) Independent Contractors: This Agreement will not be construed as constituting either Party as a partner or agent of the other Party or to create a joint venture in the conduct of business or otherwise.
- 5. e) Notices: Any notice or other communication required or permitted by this Agreement will be in writing and be provided by personal delivery, email, or by facsimile to the Customer or Smart IP at the last address or facsimile number provided in writing by each Party. Notices delivered in person will be effective on the date of such delivery and notices delivered by facsimile will be effective on the date of transmission provided printed proof of transmission is obtained.
- 6. f) Force Majeure: Smart IP will not be liable for any failure nor delay in performance to the extent caused by factors beyond its reasonable control, including, without limitation, labour disputes, fires or other casualties, weather or natural disasters, damage to facilities, or the conduct of third parties.
- 7. g) Assignment: You cannot assign this Agreement in whole or in part without Smart IP’s prior written consent. Smart IP can assign this Agreement to any affiliate or subsidiary. This Agreement is binding upon and enures to the benefit of the Parties and their respective successors and permitted assigns.
- 8. h) Severability and Waiver: If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid or unenforceable, that provision will be deemed severable from the other provisions which will remain valid and enforceable. The terms of this Agreement may only be waived in writing and signed by both Parties. No failure by either Party to insist upon the other Party’s performance of any obligations hereunder will constitute waiver unless in writing.
14. Other policies and legal conditions
- 1. a) Smart IP’s policy for e911 services shall be governed by Smart IP’s current policy, which can be found at https://www.smartip/legal/e911-services
- 2. b) Any use of hosted services by Avaya’s shall be governed by Avaya’s policies and terms and conditions which can be found at https://www.smartip/legal/Avaya-EULA
- 3. c) All other legal terms and conditions that may govern the business relationship with Smart IP can be found at https://www.smartip.ca/legal
15. Entire Agreement and changes
- 1. a) The Agreement, including any applicable DPA, sets forth the entire agreement between us relating to the Services and supersedes all prior and contemporaneous oral and written agreements, except as otherwise permitted. If there is a conflict between an executed Order, these Terms, the DPA if applicable, and the Service Descriptions, the conflict will be resolved in that order, but only for the specific Services described in the applicable Order. Nothing contained in any document submitted by you will add to or otherwise modify the Agreement. These terms and conditions may be updated from time to time, and can be reviewed at any time at https://www.smartip/legal/service-terms-and-conditions. The customers continued use and access of the services constitutes acceptance of the then-current terms and conditions.
V. 2.1 JUNE 21, 2018
IMPORTANT – READ CAREFULLY BEFORE ACCEPTING THESE TERMS.
YOU REPRESENT THAT YOU ARE A CORPORATION, COMPANY OR OTHER BUSINESS ENTITY, AND NOT A CONSUMER, AND THAT YOU HAVE AUTHORIZED THE PERSON ACCEPTING THESE TERMS TO BIND YOU TO THESE TERMS. THE PERSON ACCEPTING THESE TERMS ON YOUR BEHALF REPRESENTS THAT HE OR SHE HAS READ THESE TERMS IN FULL AND HAS FULL LEGAL AUTHORITY TO LEGALLY BIND YOU TO THESE TERMS. SUCH PERSON’S ONLINE ACCEPTANCE OF THESE TERMS WILL HAVE THE SAME LEGAL EFFECT AS IF YOU WERE PROVIDING A HANDWRITTEN SIGNATURE OF ACCEPTANCE. IF SUCH PERSON DOES NOT HAVE SUCH AUTHORITY OR IF YOU DO NOT WISH TO BE BOUND BY THESE TERMS, SELECT THE “REJECT” (OR EQUIVALENT) BUTTON AT THE END OF THESE TERMS (IF SUCH A BUTTON EXISTS), OR DO NOT USE OR ACCESS THE SERVICES. OTHERWISE, SELECT THE “ACCEPT” (OR EQUIVALENT) BUTTON AT THE END OF THESE TERMS TO SIGNIFY THAT YOU AGREE TO THESE TERMS. IF AN ACCEPT (OR EQUIVALENT) BUTTON IS NOT PRESENT, THEN YOUR USE OR ACCESS OF THE SERVICES SIGNIFIES THAT YOU AGREE TO THESE TERMS. THESE TERMS ARE EFFECTIVE AS OF THE DATE YOU EITHER SELECT THE “ACCEPT” BUTTON OR DOWNLOAD, ACCESS OR USE THE SERVICES. YOU RECOGNIZE AND AGREE THAT THE SERVICES ARE FOR BUSINESS USE AND NOT FOR CONSUMERS, AND YOU REPRESENT AND WARRANT THAT YOU WILL USE THE SERVICES FOR BUSINESS PURPOSES ONLY AND NOT FOR PERSONAL, FAMILY, HOUSEHOLD, OR ANY OTHER CONSUMER PURPOSE.
CUSTOMER ACKNOWLEDGES AND AGREES THAT UNLESS THE SERVICE DESCRIPTION EXPRESSLY STATES OTHERWISE, THE SERVICE DOES NOT COMPLY WITH THE REQUIREMENTS OF THE HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT, AS AMENDED, AND ITS IMPLEMENTING REGULATIONS (“HIPAA”). UNLESS THE SERVICE DESCRIPTION EXPRESSLY STATES OTHERWISE, CUSTOMER AGREES THAT IT WILL NOT USE THE SERVICES TO CREATE, RECEIVE, TRANSMIT, MAINTAIN, STORE, USE, DISCLOSE, OR OTHERWISE CAUSE THE SERVICES TO HANDLE PROTECTED HEALTH INFORMATION (“PHI”) AS DEFINED UNDER HIPAA. CUSTOMER RETAINS FULL RESPONSIBILITY TO ENSURE THAT THE SERVICES ARE ONLY APPLIED TO USE-CASE SCENARIOS WHERE THE SERVICES DO PROVIDE THE NECESSARY LEVEL OF SECURITY AND PRIVACY PROTECTIONS. CUSTOMER’S AGREEMENT TO THIS PROVISION IS A MATERIAL CONDITION OF MAKING THE SERVICES
AVAILABLE TO CUSTOMER. In addition to any indemnity requirements in these Terms, Customer shall indemnify, defend and hold harmless Company, Company Affiliates and all of the directors, officers, managers, partners, employees, agents, representatives, heirs, successors and assigns of Company and each of Company’s Affiliates against all actions, claims, losses, penalties, fines, assessments, administrative costs, credit protection costs, damages and expenses (including reasonable attorneys’ fees) arising out of Customer’s violation of the provisions of this section, caused in whole or in part by any act or omission of Customer, or of anyone employed by or acting as a subcontractor, representative or agent of Customer. Any limitation on liability set forth in these Terms or any other agreement between Company or its Affiliates and Customer shall not apply to Customer’s liability under this provision.
“Affiliate” means, with respect to either party, an entity that is directly or indirectly controlling, controlled by, or under common control with a signatory of these Terms. For purposes of this definition, “control” means the power to direct the management and policies of such party, directly or indirectly, whether through ownership of voting securities, by contract or otherwise; and the term “controlled” has the meaning correlative to the foregoing. “Customer,” “You”, or “Your” as referenced herein means the legal entity which is accepting these Terms, placing an order under these Terms, or is downloading, accessing or using the Services (or has permitted somebody to do so on its behalf). Customer and Company will cause their Affiliates to comply with these Terms.
1. SERVICE PROVIDED; ORDERS; ORDER OF PRECEDENCE; CHANGES; SYSTEM REQUIREMENTS
- 1.1 Service Provided.
Upon acceptance (pursuant to Section 1.3 below), Company will make the Services available to Customer. The term of Your access to the Services (a “Subscription”) will continue for the period stated in the Customer’s order and commences upon the date the Service is available for Your use (“Initial Term”). Unless otherwise prohibited by applicable law or otherwise agreed in writing by Company, the Initial Term will renew and continue to renew automatically, at the then current price (“Renewal Term”) and in accordance with the applicable description of the Services then current as of the date of Customer’s ordering of the Services (“Service Description”), unless either party gives the other thirty (30) days (or longer period if expressly set out by Company in the applicable Service Description) advance written notice before the end of the current term of their intent not to autorenew. The Renewal Term shall be the same duration as the Initial Term, unless otherwise stated in writing by Company. The Initial Term and any Renewal Term shall be referred to collectively as the (“Service Period”).
Customer may use the Service solely for the Customer’s internal business use in accordance with the Service Description and, for avoidance of doubt, not for further sublicense or resale. Customer’s rights to use the Service are limited to those expressly granted in these Terms. No other rights with respect to the Service or any related Company Intellectual Property are implied.
- 1.3 Orders.
Orders are subject to acceptance by Company. Company may accept an order by electronic email, at the email address provided by Customer to Company from time to time, other agreed means of electronic communication or by commencing to perform the Service. Accepted orders will be governed by these Terms. All other terms and conditions contained in any Customer purchase order or other document not expressly referenced in these Terms will have no effect. If applicable, the execution of an in-country order, incorporating the terms and conditions of these Terms, by Customer or its local Affiliate on the local Affiliate constitutes a contract between those parties in that country. Each order placed and accepted under these Terms will be deemed a separate contract between Customer Affiliate who issues such order and Company Affiliate who accepts it.
- 1.4 Order of Precedence.
- 1.5 Changes to, and Discontinuation of, the Service. 1.5.1
Unless the Service Description expressly provides otherwise, Company may, at its sole discretion, modify the form, features, or functionality of the Service and Service Description without prior notice. Company will endeavor to timely document material modifications in the Service documentation at the URLs provided in these Terms, and Customer is responsible for monitoring the documents for notice of such changes
Notwithstanding anything to the contrary, Company may discontinue the Service, in part or in its entirety, at any time, and will endeavor to provide Customer sixty (60) days advance notice.
- 1.6 System Requirements.
Except as may be expressly set forth in the Service Description, the Service does not include the provision of compatible devices or software to access the Service, Internet access, connectivity and SIP trunking. Customer’s ability to use the Service may be affected by the performance of these items and other similar items. System requirements for the Service may change and Customer is solely responsible to adhere to the system requirements at Customer’s own expense.
- 1.7 Registration
To access the Service, Customer may be asked to provide certain information, including, without limitation, email or physical addresses, before any use of, or access to, the Service will be permitted. Customer agrees that any registration information shall be accurate, correct, and up to date. Customer agrees to promptly update such information as needed, including but not limited to the physical location of each user. Customer shall be solely responsible for all activities that occur under Customer’s account or Subscription.
- 1.8 Acceptable Use Policy
Customer shall comply with the Acceptable Use Policy (“AUP”) posted at http://support.avaya.com/LicenseInfo as applicable (or such successor site as designated by Company).
- 1.9 Mobile Services.
Some or all of the Service may be available or accessible via a compatible mobile device. Company cannot guarantee that all mobile devices are or will be compatible with the Service, and Customer is responsible for all mobile service charges.
2. PAYMENT, INVOICING, AND TAXES
- 2.1 Charges.
Unless otherwise stated in the Service Description, or order, prices are quoted on a consumption and/or subscription basis and are expressed in U.S. Dollars. Pricing herein does not include charges for taxes, fees, and surcharges, which may be included in the invoices. All fees due to Company under these Terms are non-cancellable and the sums paid are non-refundable, except as otherwise expressly provided in these Terms. By subscribing to the Service, Customer authorizes Company to investigate Customer’s credit worthiness and agrees, from time to time, to provide appropriate authorizations and financial information as Company may reasonably request for this purpose. Payments must be made at the address designated on the invoice or other such place as Company may designate.
If You use a credit card or other payment mechanism for a transaction, Your account is billed at the time of or shortly after Your transaction. In such case, You hereby authorize Company or its payment processor to bill Your credit card or other payment mechanism as may be approved by Company in advance or on a periodic basis in accordance with the terms on the order or Service Description. You will provide Company with (and maintain) valid and updated credit card information or other payment information reasonably acceptable to Company. Receipt by Company’s payment processor of final good funds in settlement of Your credit card or other payment transaction will satisfy Your payment obligation. Subject to certain credit requirements as determined by Company, Company may agree to allow You to pay amounts due hereunder in arrears. In such event, You will make all of the payments due hereunder within thirty (30) days of the date of the invoice.
- 2.3 Late Payments.
Company may suspend licenses and performance of the Services for which payment is overdue until the overdue amount is paid in full or otherwise terminate an order for Services or these Terms. Overdue payments will be subject to a late payment charge of the lesser of one and one half percent (1.5%) per month (19.56% per annum) or the maximum rate allowed by applicable law. Customer will reimburse Company for reasonable attorneys’ fees and any other costs associated with collecting delinquent payments.
- 2.4 Payment Disputes.
Customer must dispute any charges for the Services in writing within ten (10) business (or other time as expressly set forth in the Service Description) days after the date of the invoice at issue; otherwise, notwithstanding anything to the contrary, Customer waives any dispute or further recourse with respect to the applicable charges. Any disputes by Customer must be brought in good faith. Payments of any disputed amount are due and payable upon resolution.
- 2.5 Price Changes.
We reserve the right to change the fees associated with any Services upon thirty (30) days’ advance notice. Customer’s continued use of the Service after any price change becomes effective constitutes Customer acceptance of the modified fees, and such amounts shall apply as of the first day of the next month after the fee change was posted or communicated to Customer.
- 2.6 Taxes.
Unless Customer provides Company with a current tax exemption certificate, Customer is solely responsible for paying all legally required taxes, including without limitation any sales, use, excise or other taxes and fees which may be levied upon the Service, except for any (a) taxes that are imposed on, measured by, or based upon net income of Company; and (b) taxes in the nature of franchise, doing business, or capital stock taxes if such taxes are based on or measured by capital stock value, par value or net worth of Company and are imposed by any taxing jurisdiction in which Company is subject to such taxes as a result of transactions or activities not related to these Terms . If Customer is required to bear a tax pursuant to this Section or make any withholding, then Customer will pay such tax and any additional amounts as are necessary to ensure that the net amounts received by Company hereunder, after all such payments or withholdings, equal the amounts to which Company is otherwise entitled under these Terms as if such tax or withholding did not exist.
- 2.7 Changes to these Terms.
3. AGREEMENT TERM; TERMINATION; DOWNTIME; SURVIVAL
- 3.1 Agreement Term
These Terms begin when accepted by You below (“the “Effective Date”) and continue until terminated in accordance with Sections 3.2 and 3.3.
- 3.2 Termination for Cause
Either party may terminate these Terms or any order hereunder if the other party materially breaches these Terms and fails to correct such breach within thirty (30) days of written notice of the breach (without prejudice to Company’s rights as set forth in the AUP and otherwise under contract, equity, statute or otherwise). Without limiting the foregoing, failure to comply with payment obligations constitutes a material breach. If Company terminates under this provision, then in addition to any other rights Company may have, Customer will be responsible for all fees for the Service for the full term of the remaining order, as well as any early termination or cancellation fees (if applicable).
- 3.3 Termination for Convenience
Customer or Company may terminate these Terms for any reason by providing thirty (30) written notice upon expiration or termination of all Customer’s orders (with the exception of during the Free Trial Period, if applicable, when Customer’s written notice of termination will be effective immediately upon Company’s receipt of Customer’s notice). Individual orders may be terminated for convenience by Customer in accordance with the conditions set forth in these Terms and/or the Service Description, and subject to termination, true up, or cancellation fees (if any). For any pre-pay contracts, any cancellation that occurs before the Service Period ends will not be entitled to a refund.
- 3.4 Expiration/Termination
Upon expiration of the Service Period or termination pursuant to Sections 3.2 or 3.3, Customer shall immediately cease use of the Service and return or destroy (in accordance with Company’s instructions) any deliverables provided to Customer in connection with the Service, including any Company Intellectual Property. Upon request, Customer shall certify in writing that Customer has complied with this provision and Company may provide such certification to its suppliers. Except as provided in Section 3.2, any termination of these Terms will not affect any rights or obligations of the parties under any order accepted before the termination of these Terms became effective. Under all circumstances, Customer shall pay Company the fees for the Service through the effective date of expiration or termination, in addition to any true up or early termination/cancellation fees (if applicable). The provisions contained in these Terms will continue to apply to such accepted orders until their completion or expiry of the order.
- 3.5 Downtime and Service Suspension
Customer acknowledges that: (a) Customer’s access to and use of the Service may be suspended for the duration of any unanticipated or unscheduled downtime or unavailability of any portion or all of the Service for any reason, including as a result of power outages, hacking, system failures, fraud prevention, or other interruptions; and (b) Company shall also be entitled, without incurring any liability to Customer, to suspend access to any portion or all of the Service at any time, on a Service-wide basis: (i) for scheduled downtime to permit Company to conduct maintenance or make modifications, upgrades, or updates to any Service; (ii) in the event of a denial of service attack or other attack on the Service or other event that Company determines, in its sole discretion, may create a risk to the applicable Service, to Customer or to any of Company’s other customers if the Service were not suspended; or (iii) in the event that Company determines that it is necessary or prudent to do so for legal or regulatory reasons (collectively, “Service Suspensions”). WITHOUT LIMITATION TO SECTION 9, COMPANY SHALL HAVE NO LIABILITY WHATSOEVER FOR ANY DAMAGE, LIABILITIES, LOSSES (INCLUDING ANY LOSS OF DATA OR PROFITS) OR ANY OTHER CONSEQUENCES THAT CUSTOMER MAY INCUR AS A RESULT OF ANY SERVICE SUSPENSION. TO THE EXTENT COMPANY IS ABLE, COMPANY WILL ENDEAVOR TO PROVIDE CUSTOMER NOTICE OF ANY SERVICE SUSPENSION IN ACCORDANCE WITH THE SERVICE DESCRIPTION AND TO POST UPDATES REGARDING RESUMPTION OF THE SERVICE FOLLOWING ANY SUCH SUSPENSION, BUT SHALL HAVE NO LIABILITY FOR THE MANNER IN WHICH COMPANY MAY DO SO OR IF COMPANY FAILS TO DO SO.
- 3.6 Survival
The provisions concerning survival, Company’s Intellectual Property rights, disclaimer of warranties, limitation of liability, any indemnification obligations under these Terms in any section of these Terms, Feedback, Confidentiality and Protection, Miscellaneous, and any other terms which, by their nature, are intended to survive termination will survive any such termination of these Terms.
4. CUSTOMER CONTENT AND MARKS
Customer is solely responsible for the content of all information and communications, whether visual, written, audible, or of another nature, sent, displayed, uploaded, posted, published, or submitted by Customer (including Customer personnel) while utilizing the Service (“Customer Content”) and for the consequences of doing so, including any loss or damage to Company, its suppliers or a third party. Company has no responsibility to Customer or to any third party for Customer Content. Customer represents that (a) Customer is the owner of all copyrights and other intellectual property rights in Customer Content or is authorized to access, use, store, archive for a period of time, modify, display, reproduce, prepare derivative works of, and distribute Customer Content; and (b) Company, its suppliers and subcontractors are authorized to do the same to the extent necessary for the purpose of providing the Service.
As between Company and the Customer, Customer retains all right, title and interest in and to Customer Content. Customer is solely responsible for protecting and enforcing, at Customer expense, any intellectual property rights Customer may have in Customer Content.
Company will not share Customer Content or Other Users’ Content (as defined in Section 4.1) with any third parties unless: (a) Company has Customer written or electronic consent for sharing any of Customer Content and Other Users’ Content; (b) it is required by law; or (c) Company provides Customer Content or Other Users’ Content to third parties (e.g. sub-contractors) to carry out tasks on Company’s behalf (e.g., data storage, etc.) as directed by Company and subject to appropriate agreements with those third parties.
Customer hereby grants Company a limited, non-exclusive, non-transferable, non-sublicenseable license to display Customer trade names, trademarks, service marks, logos, domain names and the like (“Customer Marks”) and to host and display likenesses and photo images for the purpose of providing the Service to Customer or promoting or advertising that Customer uses the Service; provided, that the use of Customer Marks in connection with these Terms shall not create any right or title in or to the use of the Customer Marks and all such use and goodwill associated with Customer Marks will inure to the benefit of Customer.
5. OTHER USERS’ CONTENT
Other Users’ Content. Company does not control and shall have no liability or responsibility for the content of any information and communications, whether visual, written, audible, or of another nature, sent, displayed, uploaded, posted, published, or submitted by other users while interacting with the Service, including, without limitation, likenesses or photo images, advertisements or sponsored content (“Other Users’ Content”). Other Users’ Content may be protected by copyright and other intellectual property rights of such users or other persons.
Customer represents that (a) Customer is authorized by Customer’s customers and by any other individuals with whom Customer interacts or communicates via the Service to access, use, store, archive for a period of time, modify, display, reproduce, prepare derivative works of, and distribute their Other Users’ Content; (b) Company, its suppliers and subcontractors are authorized to do the same to the extent necessary for the purpose of providing the Service; and (c) Customer is fully responsible for any damages, liabilities, or losses (including, without limitation, attorneys’ fees and court costs) incurred by Company arising from any failure by Customer to comply with Sections 5.2(a) or (b).
6. COMPANY’S INTELLECTUAL PROPERTY RIGHTS
Company Owns Company Intellectual Property. Company and/or its Affiliates, licensors or suppliers own all right, title, and interest in and to the Service and all intellectual property; including but not limited to software (if any), any and all deliverables provided to Customer in connection with these Terms as well as any know-how, derivative works, inventions, processes, databases, documentation, training materials, and any other intellectual property and any tangible embodiments of it (collectively, “Company Intellectual Property”). Customer shall not copy, modify, rent, lease, sell, loan, distribute, or create derivative works of the Service or any Company Intellectual Property.
Marks. Nothing in these Terms grants Customer any right to use any trade names, trademarks, service marks, logos, domain names, trade dress, or other distinctive brand features of Company or its subcontractors or suppliers. Customer shall not remove, obscure, or alter any proprietary rights notices, such as copyright or trademark notices, attached to or contained within Company Intellectual Property, the Service, or any software.
7. RIGHTS AND DISCLAIMERS
All information transmitted through the Service is the sole responsibility of the person from whom such information originated. Company is not responsible for and will not be liable in any way for such content. Company reserves the right, but is not obligated to: (a) pre-screen, refuse, flag, filter, or remove any material posted on the Service, including any Customer Content, which Company, in its sole discretion, deems inconsistent with these Terms, including any material Company has been informed or has reason to believe constitutes intellectual property infringement; and/or (b) take any action it deems appropriate with respect to any prohibited use of the Service or other Company Intellectual Property or other use of the Service that it deems to be inappropriate, in violation of these Terms, or potentially disruptive to the Service or Company’s network, including, without limitation, issuing warnings or disabling or terminating Customer’s Subscription to the Service, accounts or any user’s access to all or part of the Service. Notwithstanding any other provision in these Terms, Company may take the action(s) set forth in Sections 7.1(a) and 7.1(b), or similar actions, without notice or liability to Customer or any other party, although Company will have no obligation or responsibility to take any such action or review material or content posted on the Service. Accordingly, Company assumes no liability for any action or inaction regarding transmissions, communications, or content provided by Customer or any third parties.
Customer acknowledges that, as part of the Service, Company may, for a period of time, but is not obligated to, archive Customer Content and Other Users’ Content and may periodically delete Customer Content and Other Users’ Content after a certain period of time without notice to You, including, without limitation, after expiration or termination of Your Subscription or as may be required by applicable law. To the extent that You wish to retain any Customer Content or Other Users’ Content, You are solely responsible to ensure that such information is downloaded, saved and/or backed-up. Company may also implement reasonable limits as to the size or duration of storage of any Customer Content or Other Users’ Content.
It is Company’s policy to respond to notices of alleged copyright or trademark infringement that comply with applicable international intellectual property law (including, without limitation, in the United States the Digital Millennium Copyright Act) and where appropriate at Company’s discretion to terminate the accounts or subscription of infringers. If You would like to send Company an alleged copyright or trademark infringement notice as it pertains to the Service, go to the following link http://support.avaya.com/AvayaCopyrightAgent (or such successor site as designated by Company) and follow the instructions on how to get in touch with Company. If You have trouble accessing this link, then You may contact Company for further information at firstname.lastname@example.org with the subject line: “DCMA Takedown Request” or by mail to:
Avaya Copyright Agent Notification
350 Mount Kemble Avenue
Morristown, NJ 07960
8. DISCLAIMER OF OTHER WARRANTIES
TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, COMPANY PROVIDES NO OTHER WARRANTIES, AND EXPRESSLY DISCLAIMS ANY WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SERVICE OR ANY SERVICES HEREUNDER, INCLUDING WITHOUT LIMITATION, ANY WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, NEITHER COMPANY,
- NOR ITS LICENSORS, NOR ITS SUPPLIERS WARRANTS THAT: (A) CUSTOMER’S USE OF THE SERVICE WILL MEET CUSTOMER REQUIREMENTS OR PROVIDE ANY SPECIFIC RESULTS; (B) CUSTOMER’S USE OF THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR FREE FROM ERROR OR VIRUSES; (C) THAT CUSTOMER’S USE OF THE SERVICE WILL BE FREE FROM LOSS, CORRUPTION, OR DELETION OF CUSTOMER OR THIRD PARTY DATA; (D) THAT THE SERVICES WILL PREVENT TOLL FRAUD; (E) INFORMATION OR CONTENT PROVIDED TO CUSTOMER THROUGH THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE; (F) DEFECTS IN THE SERVICE WILL BE CORRECTED, OR (G) THE SERVICE WILL HAVE ANY PARTICULAR UP-TIME, QUALITY OF SERVICE, OR QUALITY OF VOICE OR FAX COMMUNICATIONS.
Any and all use of Smart IP Services is subject to and conditioned upon compliance with the following Acceptable Use Policy (“AUP”). If you have an Agreement with Smart IP, this AUP is incorporated into and made a part of your Agreement with Smart IP.
- 1. The Services (including any device, system, network, or account used in connection with the Services, or Smart IP) may not be used to:
- 2. Resale Prohibited. Customer may not sell, resell, sublease, assign, license, or sublicense the Services or any component thereof or use or offer the same on a service-bureau or time-sharing basis.
- 3. High Risk Use Prohibited. THE SERVICES ARE NOT DESIGNED, MANUFACTURED, INTENDED, OR RECOMMENDED FOR USE FOR ANY HIGH-RISK OR FAIL-SAFE PURPOSE OR ACTIVITY OR IN ANY ENVIRONMENT WHERE FAILURE, INTERRUPTION, MALFUNCTION, ERROR, OR UNAVAILABILITY COULD RESULT IN SUBSTANTIAL LIABILITY OR DAMAGES, PHYSICAL HARM OR PERSONAL INJURY, DEATH OR DISMEMBERMENT, OR PROPERTY OR ENVIRONMENTAL DAMAGE. CUSTOMER SHALL NOT USE THE SERVICES FOR ANY SUCH PURPOSE OR ACTIVITY OR IN ANY SUCH ENVIRONMENT.
- 4. The list above is not exhaustive or exclusive. For purposes of this AUP, “End User” means an individual user of the Services, and may be a natural person, and may include but is not limited to a Customer’s employees, consultants, clients, external users, invitees, contractors and agents. Except as otherwise provided, terms defined in the Agreement have the same meanings when used in this AUP. The Services must be used only in accordance with and subject to Smart IP’s legal terms and conditions and policies, located at https://www.Smart IP.ca/legal and Smart IP’s Privacy Notice, located at https://www.Smart IP.ca/legal/privacy-notice.html.
- 5. Smart IP may act immediately and without notice to suspend or terminate the Services if, in Smart IP’s sole discretion, Customer’s or its End Users’ use of the Services violates the terms of this Acceptable Use Policy.
Providing Goods and Services to People with Disabilities
Smart IP is committed to excellence in serving all customers including people with disabilities.
We will ensure that our staff are trained and familiar with various assistive devices we have on site or that we provide that may be used by customers with disabilities while accessing our goods or services.
We will communicate with people with disabilities in ways that take into account their disability.
We welcome people with disabilities and their service animals. Service animals are allowed on parts of our premises that are open to the public.
A person with a disability who is accompanied by a support person will be allowed to have that person accompany them on our premises. Fees are not charged for support persons.
Notice of temporary disruption
In the event of a planned or unexpected disruption to services or facilities for customers with disabilities Smart IP will notify customers promptly. This clearly posted notice will include information about the reason for the disruption, its anticipated length of time, and a description of alternative facilities or services, if available. We will notify customers of this by posting a notice in the lobby or main entrance to the office.
Smart IP will provide accessible customer service training to employees, volunteers and others who deal with the public or other third parties on our behalf. Training will also be provided to people involved in the development of policies, plans, practices and procedures related to the provision of our goods and services. All employees will be trained including individuals in the following positions: Reception, Customer Service, Sales personnel, Office staff and Technicians. Employees will be trained on Accessible Customer Service within 30 days after being hired.
Training will include:
- An overview of the Accessibility for Ontarians with Disabilities Act, 2005 and the requirements of the customer service standard.
- Smart IP’s plan related to the customer service standard. • How to interact and communicate with people with various types of disabilities.
- How to interact with people with disabilities who use an assistive device or require the assistance of a service animal or a support person.
- How to use the equipment or devices available on-site or otherwise that may help with providing goods or services to people with disabilities. These include large print documents, audio headsets and online ordering.
- What to do if a person with a disability is having difficulty in accessing Smart IP’s goods and services.
Staff will also be trained when changes are made to our accessible customer service plan.
Customers who wish to provide feedback on the way Smart IP provides goods and services to people with disabilities can provide feedback in person to VP Finance, by telephone at (905)759-2660 ext. 4427 or email: email@example.com All feedback, including complaints, will be handled in strict confidence and in a timely manner. Customers can expect to hear back within three business days.
Notice of availability
Smart IP will notify the public that our documents related to accessible customer service, are available upon request by posting a notice in the lobby or main entrance at all our locations and on our website: www.smartip.ca
Modifications to this or other policies
Any policy, practice or procedure of Smart IP that does not respect and promote the principles of dignity, independence, integration and equal opportunity for people with disabilities will be modified or removed.
Smart IP is one of Canada’s independent business communications leaders, and we continue to be committed to our customers’ best interests, our mutual economic development, and the protection of any and all personal and confidential information collected by Smart IP.
Personal Information Collected
The information we collect is business based. We may collect personal information as it relates to a customer such as credit information, and such information is provided voluntarily with consent. We collect personal information as it relates to employment at Smart IP, and it is also collected with consent.
Protection and Security and Use of Personal Information
Any and all private information collected is either stored on our secure servers if in electronic format, or stored in secure locations if in paper format. In either case, both regimes of storage are continually monitored for security. Access is managed and is strictly limited only to those persons who have a requirement and authorization to use such information.
Disclosure and Use of Personal Information
Smart IP does not sell or distribute personal information to third parties for any commercial, promotional or marketing purposes. Smart IP does not distribute personal information to third parties without your consent. Private information is utilized in the performance of specific tasks relating only to purposes for which the information was collected.
Questions or Contact
Any questions or concerns regarding this policy can be addressed to our Privacy Officer by telephone at (905)759-2660 ext. 4427, by fax at (905)759-2620 or by email at firstname.lastname@example.org