IT CONTAINS VERY IMPORTANT INFORMATION ABOUT YOUR RIGHTS AND OBLIGATIONS, AS WELL AS LIMITATIONS AND EXCLUSIONS THAT MAY APPLY TO YOU. THIS DOCUMENT CONTAINS A DISPUTE RESOLUTION CLAUSE

This Agreement contains the terms and conditions that apply to your purchase from Cliconnect Inc., ("Cliconnect", "our" or "we") that will be provided to you ("Customer") on orders for VOIP services and equipments and/or other products and/or services and support sold in Canada. By accepting delivery of the equipment, other products and/or services and support described on the invoice, Customer agrees to be bound by and accepts these terms and conditions.
THESE TERMS AND CONDITIONS APPLY UNLESS THE CUSTOMER HAS SIGNED A SEPARATE PURCHASE AGREEMENT WITH Cliconnect, IN WHICH CASE THE SEPARATE AGREEMENT SHALL GOVERN.
These terms and conditions are subject to change without prior written notice at any time, in Cliconnect's sole discretion. Other Documents. Other than as specifically provided in any separate formal purchase agreement between Customer and Cliconnect, these terms and conditions may NOT be altered or amended by the use of any other document(s). Any attempt to alter or amend this document or to enter an order for product(s) or services and support that are subject to altered terms and conditions will be null and void, unless otherwise agreed to in a written agreement signed by both Customer and Cliconnect.
 

Governing Law.

THIS AGREEMENT AND ANY SALES THEREUNDER SHALL BE DEEMED TO HAVE BEEN MADE IN THE PROVINCE OF BRITISH COLUMBIA AND SHALL BE CONSTRUED AND INTERPRETED ACCORDING TO THE LAWS OF THE PROVINCE OF BRITISH COLUMBIA AND THE APPLICABLE LAWS OF CANADA. THE PARTIES HEREBY AGREE TO THE NON-EXCLUSIVE JURISDICTION OF THE COURTS OF THE PROVINCE OF BRITISH COLUMBIA.
 

Payment Terms; Orders; Quotes;
Interest.

Terms of payment are within Cliconnect's sole discretion, and unless otherwise agreed to by Cliconnect, payment must be received by Cliconnect prior to Cliconnect's acceptance of an order. Payment for the products and services and support may be made by credit card, wire transfer, or some other prearranged payment method unless credit terms have been agreed to by Cliconnect. If credit terms have been agreed to by Cliconnect, invoices are due and payable within thirty (30) days after the date of
the invoice. Cliconnect may invoice parts of an order separately. Orders are not binding upon Cliconnect until accepted by Cliconnect. Any quotations given by Cliconnect will be valid for the period stated on the quotation. Customer agrees to pay interest on all amounts past due at a rate of one and one half percent 1.5% per month (19.56% per year).
 

Shipping Charges; Taxes.

Separate charges for shipping and handling will be shown on the invoice(s). Unless Customer provides Cliconnect with a valid and correct tax exemption certificate applicable to the product ship-to location prior to Cliconnect's acceptance of the order, the Customer is responsible for goods and services tax, sales and all other taxes associated with the order, however designated, except taxes on Cliconnect's net income. If applicable, a separate charge for taxes will be shown on the invoice.
 

Risk of Loss to products passes from Cliconnect to Customer on shipment from Cliconnect's facility. Loss or damage that occurs during shipping is Cliconnect's responsibility. Title to software will remain with the applicable licensor(s). Ship dates are estimates only. Cliconnect is not liable for delays in shipment or failure to ship by the estimated ship date.
THE LIMITED WARRANTIES APPLICABLE TO Cliconnect-BRANDED PRODUCTS ARE INCLUDED IN THE DOCUMENTATION PROVIDED WITH THE PRODUCTS AND CAN ALSO BE LOCATED ONLINE AT WWW.Cliconnect.CA. THERE ARE NO WARRANTIES FOR SERVICES.
Cliconnect MAKES NO EXPRESS WARRANTIES EXCEPT THOSE STATED IN Cliconnect'S APPLICABLE WARRANTY STATEMENT IN EFFECT ON THE DATE OF THE INVOICE. ANY SUCH WARRANTIES WILL BE EFFECTIVE, AND Cliconnect WILL BE OBLIGATED TO HONOUR ANY SUCH WARRANTIES, ONLY UPON Cliconnect'S RECEIPT OF PAYMENT IN FULL FOR THE PRODUCT TO BE WARRANTED.
Cliconnect DISCLAIMS ALL OTHER WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Cliconnect'S RESPONSIBILITY FOR WARRANTY CLAIMS IS LIMITED TO REPAIR AND REPLACEMENT AS SET FORTH IN Cliconnect'S APPLICABLE WARRANTY STATEMENT IN EFFECT ON THE DATE OF THE INVOICE. Cliconnect RESERVES THE RIGHT TO MODIFY ITS WARRANTY AT ANY TIME, IN ITS SOLE DISCRETION.
SOME PROVINCES DO NOT PERMIT THE EXCLUSION OF CERTAIN IMPLIED WARRANTIES OR CONDITIONS OR LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY OR CONDITION LASTS IN CONSUMER TRANSACTIONS. THEREFORE THE FOREGOING DISCLAIMERS MAY NOT APPLY TO YOU.

Software.

All software is provided subject to the license agreement that is part of the package. Customer agrees that it will be bound by the license agreement once the package is opened or its seal is broken. Cliconnect does not warrant any software under this Agreement. Warranties, if any, for the software are contained in the license agreement that governs its purchase
and use.
 

Return Policies.

Under Cliconnect's "Total Satisfaction Return Policy", end-user Customers who buy Cliconnect-branded products
directly from Cliconnect may return them to Cliconnect up to 30 days after you receive them for a refund of the product purchase price if already paid. You must prepay return shipping charges and insure the shipment or accept the risk of loss or damage
during shipment and the refund credit will not include any shipping and handling charges shown on your invoice, and will be subject to a fifteen percent (15%) restocking fee, unless otherwise prohibited by law.

Exchanges.

From time to time, Cliconnect may, in its sole discretion, exchange products or portions of a product. Any exchanges will be made in accordance with Cliconnect's exchange policies in effect on the date of the
exchange.

Products.

Cliconnect continually upgrades and revises its products and service offerings to provide Cliconnect customers with new choices. Cliconnect may revise and discontinue products at any time without prior notice to customers. Cliconnect will ship products that have the functionality and performance of the products ordered, but changes between what is shipped and what is described in a specification sheet or catalogue are possible.

Cliconnect Software and Peripherals Products.

Any warranty and technical support provided on third-party products purchased through Cliconnect's Software and Peripherals Division are provided by the original manufacturer and not by Cliconnect. These products may be returned only in accordance with the return policy in effect on the date of invoice. The warranties and technical support may vary from product to product. Cliconnect-branded products purchased through Cliconnect's Software and Peripherals Division carry the same warranty terms as described in Section 6, Warranties, above. All unopened, non-defective products in resalable condition purchased through Cliconnect's Software and Peripherals Division that are returned to Cliconnect are subject to a fifteen percent (15%) restocking fee.
 

Limitation of Liability.
Cliconnect (INCLUDING Cliconnect'S PARENTS, AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS) DOES NOT ACCEPT LIABILITY BEYOND THE REMEDIES SET FORTH HEREIN, INCLUDING ANY LIABILITY FOR PRODUCTS NOT BEING AVAILABLE FOR USE, LOST OR CORRUPTED DATA OR SOFTWARE, PRODUCTS SOLD THROUGH Cliconnect'S OR THE PROVISION OF SERVICES OR SUPPORT. Cliconnect WILL NOT HAVE ANY LIABILITY FOR ANY DAMAGES ARISING FROM THE USE OF THE PRODUCTS IN ANY HIGH RISK ACTIVITY, INCLUDING, BUT NOT LIMITED TO, THE OPERATION OF NUCLEAR FACILITIES, AIRCRAFT NAVIGATION OR COMMUNICATION SYSTEMS, AIR TRAFFIC CONTROL, MEDICAL SYSTEMS, LIFE SUPPORT OR WEAPONS SYSTEMS. Cliconnect WILL NOT BE LIABLE FOR LOST PROFITS, LOSS OF BUSINESS, OR OTHER INCIDENTAL, INDIRECT, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY THIRD PARTY EXCEPT AS EXPRESSLY PROVIDED HEREIN.CUSTOMER AGREES THAT FOR ANY LIABILITY RELATED TO THE PURCHASE OF PRODUCTS OR SERVICES, Cliconnect IS NOT LIABLE OR RESPONSIBLE FOR ANY AMOUNT OF DAMAGES ABOVE THE AGGREGATE DOLLAR AMOUNT PAID BY CUSTOMER FOR THE PURCHASE OF PRODUCTS AND/OR SERVICES UNDER THIS AGREEMENT.THE FOREGOING LIMITATIONS APPLY REGARDLESS OF THE CAUSE OR CIRCUMSTANCES GIVING RISE TO SUCH LOSS, DAMAGE OR LIABILITY, EVEN IF SUCH LOSS, DAMAGE OR LIABILITY IS BASED ON NEGLIGENCE OR OTHER TORTS OR BREACH OF CONTRACT (INCLUDING FUNDAMENTAL BREACH OR BREACH OF A FUNDAMENTAL TERM).NEITHER Cliconnect NOR CUSTOMER MAY INSTITUTE ANY ACTION IN ANY FORM ARISING OUT OF THIS AGREEMENT MORE THAN EIGHTEEN (18) MONTHS AFTER THE CAUSE OF ACTION HAS ARISEN, OR IN THE CASE OF NONPAYMENT, MORE THAN EIGHTEEN (18) MONTHS FROM THE DATE OF LAST PAYMENT.SOME PROVINCES DO NOT ALLOW THE EXCLUSION OF LIMITATION OF (i) INCIDENTAL OR CONSEQUENTIAL DAMAGES OR (ii) IMPLIED WARRANTIES OR CONDITIONS, SO THE ABOVE EXCLUSIONS MAY NOT APPLY.
Dispute Resolution Acknowledgments

Customer acknowledges that Cliconnect possesses valuable confidential and proprietary information, including trade-marks and business practices, that would be damaging to Cliconnect if revealed in open court. The parties further acknowledge and agree
that it is preferable to resolve all disputes between them confidentially, individually, and in an expeditious and inexpensive manner. The parties accordingly acknowledge and agree that private dispute resolution is preferable to court actions.

Good Faith Negotiation.
Before commencing any arbitration in the manner set out in Subsection 13(c) below, the parties shall first attempt to resolve any dispute or differences between them by way of good faith negotiation. The good faith negotiation shall commence by each party communicating their position regarding the complaint, claim, dispute, or controversy to the other party, and how the parties should resolve the dispute. The parties shall then make good faith efforts to negotiate a resolution of the claim, dispute, or controversy.
Neither party shall commence any arbitral proceedings unless and until the good faith negotiation fails.
 

Arbitration.

ANY CLAIM, DISPUTE, OR CONTROVERSY (WHETHER IN CONTRACT, TORT, OR OTHERWISE, WHETHER PREEXISTING, PRESENT OR FUTURE, AND INCLUDING STATUTORY, COMMON LAW, INTENTIONAL TORT AND EQUITABLE CLAIMS CAPABLE IN LAW OF BEING SUBMITTED TO BINDING ARBITRATION) AGAINST Cliconnect, its agents, employees, officers,
directors, successors, assigns or affiliates (collectively for purposes of this paragraph,"Cliconnect") arising from or relating to this
Agreement, its interpretation, or the breach, termination or validity thereof, the relationships between the parties, whether pre-existing, present or future, (including, to the full extent permitted by applicable law, relationships with third parties who are not signatories to this Agreement), Cliconnect's advertising, or any related purchase SHALL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION ADMINISTERED BY THE NATIONAL ARBITRATION FORUM ("NAF") under its Code of Procedure and any specific procedures for the resolution of small claims and/or consumer disputes then in effect The arbitration will be limited solely to the dispute or controversy between Customer and Cliconnect. Any award of the arbitrator(s) shall be final and binding on each of the parties, and may be entered as a judgment in any court of competent jurisdiction.

Injunctive Relief and Provisional Relief in Aid of Arbitration.

Notwithstanding the provisions in this Section 13 or anywhere else in this Agreement, Cliconnect shall have the right to seek and obtain any provisional or interim relief from any court of competent jurisdiction to protect its trade-mark or property rights or to preserve the status quo pending good faith negotiation and/or arbitration.

Applicable Law; Not For Resale.

Customer agrees to comply with all applicable laws and regulations of the various provinces and of Canada. Customer agrees and represents that it is buying for its own internal use only, and not for resale. Cliconnect has separate terms and conditions governing resales.

Exports.

Thee Customer acknowledges that the Products licensed or sold hereunder are subject to, and Customer agrees to comply with the export control laws and regulations of Canada and the United States.

Service and Support.

Cliconnect will provide general service and technical support to Customer in Canada, in accordance with the then-current service and technical support policies and conditions in effect. For end-user Customers, Cliconnect promises that its support people
will attempt to handle through email any problem involving Cliconnect services. However, Cliconnect's support people may not be able to understand or resolve any given problem. Service offerings may vary from product to product. If Customer purchased optional services and support, Cliconnect and/or a third-party service provider will provide the optional service and support to
Customer in Canada in accordance with the then-current terms and conditions in the optional service contract between Cliconnect and/or the third-party service provider and Customer . Cliconnect and/or the third-party service provider may, at their discretion, revise their general and optional service and support programs and the terms and conditions that govern them. The optional services and support programs and their terms and conditions in place at the time of purchase will apply to Customer's purchase. Cliconnect has no obligation to provide service or support until Cliconnect has received full payment for the product or service/support contract for which service or support is requested.

Headings.

The section headings used herein are for convenience of reference only and do not form a part of these terms and conditions, and no construction or inference shall be derived therefrom.

Force Majeure.

Cliconnect shall not be liable for any delay or failure in performance caused by circumstances beyond its reasonable control.

Privacy Reminder:

Cliconnect respects your privacy. To review a copy of our privacy policy outlining our collection, use and disclosure of your personal information, please click on the Privacy link at the bottom of the page.