SERVICE AGREEMENT Thank you for choosing Xeelogs Telecom Inc as your Telecom Provider. The following terms and conditions of service(the "Service Agreement") are required for legal reasons and are part of your service agreement. The Agreement is binding on you(referred to as "CUSTOMER") and Xeelogs Telecom Inc.(referred to as "PROVIDER") for each Product and for the Services you receive from Xeelogs Telecom Inc. The agreement is between the CUSTOMER and Xeelogs Telecom Inc that CUSTOMER agrees not to use PROVIDER services for an illegal purpose, violating any law, illegal Data, making harassing calls. The CUSTOMER further agrees not to resell, transfer, or share PROVIDER services. 1. For Business Customers: Business Dedicated Phone Connection(BDC), Internet Access and other Services will be provided by or through Xeelogs Telecom Inc. BDC can be of two types: a. SMB BDC - includes from one phone line to 12 phone lines with internet access. b. Voice BDC - includes from one up to sixteen 16 voice channels without internet service. Customer will receive network numbers (Xeelogs Telecom Numbers) or DID from Xeelogs Telecom or ported from previous provider for each line or range of Xeelogs Telecom Numbers for whole trunk( Enterprise PBX Connection).Customer can receive Local Phone Numbers (DID) associated with the lines and can port their existing numbers with the Provider. Voice BDC includes Caller ID, Name Display, Visual Call waiting, Voicemail, Conference Calling, Call forwarding, &c. Internet Access Includes One Static IP , Bandwidth of max 6Mbps/800Kbps with a limit of monthly traffic of 80 Gb or 200Gb. Extra charges per GB will apply @ $0.25/Gb.<p> Xeelogs Telecom also provides customer with Local, Long Distance and overseas calls ability via these lines. PROVIDER will install End-Point-Equipment (EPE) on the customer side to connect BDC to phone and local network systems. <p> EPE consist of channel and interface parts. 1A For Home Customers: 1.1A Xeelogs Telecom provides Home phone service and other services which include long distance plans, calling features, Touch Tone Service, emergency 911 services (fee set by the CRTC to provide access to emergency services) and 411 services. 1.2A If you are a prepaid customer, a deactivation charges will apply to your account for the Services for thirty (30) days from the date you notify Xeelogs Telecom to cancel your services. The Services are provided at the Charges communicated to you by Xeelogs Telecom, or any agent , contractor or third party upon subscription. 1.3A At the end of any term (start date of service to terminate date of service) you will continue to receive service and Xeelogs Telecom charge you with the same rate and price until If you want to change your service feature or plan and if such plan or features are no longer available, in that case Xeelogs Telecom may transfer you to an alternate plan upon 30 days written notice. 1.4A You cannot change this Agreement and no oral or written statement or representation of any sales agent, representative or employee of Xeelogs Telecom made to you can change this Agreement. Acknowledgment: 2. Rate, Charges, Billing & Payment CUSTOMER responsible for all charges for all Services and CUSTOMER agree 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 and any other charges incurred in using Customer Services, regardless of who used the Services. CUSTOMER will pay all applicable taxes for the services received from Provider. NSF and all decline payments shall incur an administrative Fee. For collections, Provider reserves the right to charge up to 25% administrative fee. Provider reserves the right to change rates for any and all Services upon the provision of thirty (30) days notice. All charges will begin as of the activation date of the Service(s). CUSTOMER must pay for the charges of Services by any of the method below :( a) Online Banking (b) Automated withdrawal from Bank Account.(c) Credit Card, by providing Xeelogs Telecom Inc with CUSTOMER'S credit card number upon subscribing for the Service. Unlimited Calling Plan or any other package in advance begins on the date of activation of the Services (pro rata for the remaining days in such month) and thereafter, amount equal to 1 month payment for all packages purchased by CUSTOMER will be taken from CUSTOMER?S credit card during period from the first day of the month of service till the last day of the month of service, on a monthly basis or as fixed by Xeelogs Telecom Inc. CUSTOMER must bring payment inquiries and disputes to Xeelogs Telecom Inc.'s attention within 10 days after the charge for the Services have been paid or CUSTOMER will be deemed to have accepted such charges as accurate in all respects. You also agreed that Xeelogs Telecom Inc deduct the payment from your credit card you gave to Xeelogs Telecom Inc at the end of the billing cycle. Invoiced amounts are due within 2 weeks after the date of the invoice, without any right of deduction or setoff. Interest will accrue on all past due amounts at a rate of 1.5% per month (26.8% per annum on a compounded basis) or such other rate as PROVIDER may set from time to time. Xeelogs Telecom Inc reserves the right to examine CUSTOMER'S credit record before activating the Services. By subscribing to the Services, CUSTOMER authorizes Xeelogs Telecom Inc to investigate CUSTOMER?S credit worthiness, exchange credit information with credit reporting agencies on an ongoing basis and agree from time to time, to provide appropriate authorizations and financial information as Xeelogs Telecom Inc may reasonably request for this purpose. All prepayments made by a CUSTOMER in connection with the Services will earn no interest. 3. Term and Termination /Suspension: 3.1. The Term of this Agreement for a Service will commence on the date that the service is activated. 3.2. At the completion of the initial term, this agreement will automatically renew for the successive term(s) unless, and until terminated earlier in accordance with this Agreement... 3.3. Early Cancellation Fee (ECF) on all active services can arise in case if CUSTOMER cancels any active service before defined term period for this service or terminates this agreement with active services. 3.4. For each activated service minimum month term will be reflected in the Service Order Form. 3.5. At the completion of the initial Term, this Service Term will automatically renew for the successive one (1) year period unless, and until terminated earlier in accordance with this Agreement. 3.6. Any active service inside of this Agreement can be terminated by: a. terminated by either Party without it incurring liability where the other Party commits a material breach of any provision and fails to cure it within thirty (30) days after receipt of written notice of the breach; b. terminated by either Party effective the end of the then current Service Term by the terminating Party giving the other Party at least sixty (60) days written notice before the end of the then current Service Term; or c. suspended or terminated by PROVIDER without it incurring any liability whatsoever: I. Immediately upon Customer filing of a bankruptcy petition or similar proceeding under the law of any jurisdiction, or upon Customer becoming insolvent or making any assignment for the benefit of creditors, or upon the dissolution, liquidation, or appointment of a receiver of Customer property or where any Law prohibits PROVIDER from providing Services; ii. Upon providing CUSTOMER forty-eight (48) hours notice where possible, where CUSTOMER use or are reasonably suspected by PROVIDER of using the Services in a fraudulent or illegal manner, or Customer fails to meet PROVIDER? credit requirements, or Customer fails to make full payment of Provider invoice. 3.7. CUSTOMER acknowledge and agree that termination or suspension of the Services provided under this Agreement for any reason whatsoever does not eliminate CUSTOMER responsibility to pay all fees and other amounts owed to PROVIDER up to the date of termination or suspension without any deduction or right of set off whatsoever. 3.8. If CUSTOMER terminate any active service other than in accordance with the terms of this Agreement, CUSTOMER will be required to pay to PROVIDER as liquidated damages, and not as a penalty, an amount which is equal to: (a) fifty percent (50%) of the average monthly usage (where applicable); plus (b) fifty percent (50%) of the monthly recurring charge for each of the Services, multiplied by the number of months remaining in the then current Term. In addition, CUSTOMER will be responsible for any other charges that PROVIDER is liable to incur for the remainder of the then current Term, including without limitation, installation charges, removal costs and rental costs, and CUSTOMER will forfeit a refund of any prepayment made for Services. 4.0 DISCLAIMER AND LIMITATION OF LIABILITY: 4.1. PROVIDER provides the Service and Equipment to CUSTOMER on an "as is" basis and disclaims all warranties 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 Service and Equipment will operate in an error free or uninterrupted manner. 4.2. PROVIDER will not be responsible for any loss profits, revenue, customers, goodwill or opportunity or damages by reason of any failure in or breakdown of the communication facilities associated with the circuits used in providing the Service under this Agreement or in any way arising out of this Agreement or for any interruption or degradation of Service whatsoever shall be the cause of such failure, breakdown, interruption or degradation and however long it shall last. 4.3. You shall notify us immediately at the telephone numbers set out below if your Device is lost, stolen or destroyed. You are responsible for the cost of replacing it and for all fees and charges incurred before you notify us. 5. INTERNET ACCESS: 5.1. Your Hardware Minimum Requirement. It is CUSTOMER responsibility to make sure that the computer Hardware/Software meets the minimum system requirements for your Internet Service. With the time, the minimum system requirements may change, which will be notified. If you do not update your computer equipment, your service may be ceased. 5.2. Installation and Appointment. Xeelogs Telecom shall not be responsible for any claims, damages/losses or expenses, in the event that an installation appointment for the Service is missed, either by Xeelogs Telecom or by Xeelogs Telecom contractor. It is CUSTOMER responsibility to backup their data. Xeelogs Telecom or its agents will not be held responsible for any loss of data. 5.3. Internet Speed. To the extent permitted by applicable law, Xeelogs Telecom does not guarantee/warranty on the speed of the Internet. Speed is a function of the congestion/barrier experienced upon the wider network structure of the Internet itself. As such Xeelogs Telecom does not guarantee the maximum speed levels. Surfing the net through our service is subject to cached memory locations on the internet. You also understand that by using high bandwidth applications by more users may cause the speed to slow down when compared to single application used by one user. 5.4. Security and Privacy. Xeelogs Telecom shall not be responsible for any corrupted data/ viruses which causes obstacle in your Service. It is your responsibility to protect your system, through any software available in the market which can control system to get corrupted, theft or unauthorized use or hacking. Any damage/loss caused to the network due to negligence or failure to properly secure your computer may result an immediate cancellation of your service. Xeelogs Telecom shall not be held responsible for privacy of any data you transmit by using internet. Xeelogs Telecom will protect your personal information as per Xeelogs Telecom privacy policy. By signing this agreement, you consent to the collection to use and disclose your personal information. 5.5. Any services provided by Xeelogs Telecom like internet access, IP address, email account or hosting is the property of Xeelogs Telecom at all the times and it may be changed and withdrawn at any time in the sole discretion of Xeelogs Telecom. Any change in the IP address which can caused by DSL Modem or system is powered off or any time at the discretion of Xeelogs Telecom without prior notice to you, Xeelogs Telecom shall not be held liable for any claims, damages, losses or expense occurs due to any change of the above services. 5.6. DSL Modem or any equipment is required for use of the service. If the modem or equipment is rented to you by your service provider, an additional DSL Modem or equipment fee as described to you prior to such rental may apply. Unless the DSL Modem or equipment is completely bought by you, it will always remain the property of Xeelogs Telecom. And in case of service cancellation, the DSL Modem or Equipment should be return within 15 fifteen days otherwise an non refundable fee of $80 will apply. It?s your responsibility to return the DSL Modem or Equipment in good and working condition. In the event where Modem or equipment is not in good working condition upon return, an addition repair or replace cost will apply. 5.7 A $25.00 administration fee, will be charged for account changes within the first month of service which include but are not restricted to , a change of phone provider or phone number, moving etc. 5.8 A $19.99 servicing fee may apply to customers using our Dry Loop DSL service if additional work is required at your location. 5.9 Under no circumstance/ or condition is Xeelogs Telecom or any of its agents or third party providers responsible to disconnect/cancel your current provider during your transit to Xeelogs Telecom. 5.10 The customer is solely responsible for use of the Services by any of its employees, officers, directors, agents and any other end user of the Services(collectively, the ?End Users?) The customer agrees to comply and to ensure that the End Users comply with the following policies and procedures associated with the use of the Services(the Customer and/or End Users are sometimes hereinafter referred to as ?you?). a) While using the Service you may not a1) post, transmit, or otherwise distribute information constituting or encouraging conduct that would constitute a criminal offense or give rise to civil liability, or otherwise use the Service in a manner which is contrary to law or would serve to restrict or inhibit any other user from using or enjoying the Service or the Internet. a2) post or transmit messages constituting ?spam?, which includes but is not limited to unsolicited e-mail messages, in appropriate postings to news groups, false commercial messages, mail bombing or any other abuse of e-mail or news group services. a3) post or transmit any information or software which contains a virus, ?cancelbot?, ?Trojan horse?, ?worm? or other harmful or disruptive component; or a4) upload or download, post, publish, retrieve, transmit or otherwise reproduce, distribute or provide access to information, software or other material which : (i) is confidential or is protected by copyright or other intellectual property rights , without prior authorization from the rights holder(s); (ii) is defamatory, obscene, child pornography or hate literature; or (iii) constitutes invasion of privacy, appropriation of personality, or unauthorized 6. MISCELLANEOUS: 6.1. Rights on this Agreement may not be assigned or the obligations of any party delegated except with the prior written consent of all the parties, such consent shall not be requested in the event of an assignment to a legal successor. 6.2. Intellectual property. Either party shall not take any actions which will in any manner compromise the other party's registered trademarks and/or service marks. 6.3. Waiver. The failure of any party to exercise any right or remedy under this Agreement shall not be constitute a waiver of such right or remedy, and the waiver of any violation or breach of this Agreement by a party shall not constitute a waiver of any prior or subsequent violation or breach. 6.4. Sever ability. If any provision of this Agreement is determined by a court or other governmental authority to be invalid, illegal or unenforceable, such invalidity, illegality or unenforceability shall not affect the validity, legality or enforceability of any other provision of this Agreement. 6.5. No Partnership. The parties to this Agreement are independent companies. Neither party is an agent or representative of the other party. Nothing in this Agreement shall be deemed to create a partnership, joint venture or other relationship other than a Provider-customer relationship. 6.6. License. This Agreement is subject to and conditional upon the obtaining and retaining of all necessary approvals, authorizations, declarations, licenses or other permissions from the competent authorities in relation to the provision of the Service including operation and equipment. 6.7. Governing Law. This Agreement and the relationships of the parties in connection with the subject matter of this Agreement shall be governed by and determined in accordance with the laws of the Province of Ontario, Canada. 6.8. Xeelogs Telecom Inc.?s Right to Refuse to Provide Services if (a) Any CUSTOMER owes amounts to Xeelogs Telecom Inc which is past due. (b) The services has been terminated by Xeelogs Telecom Inc. in the past; and (c) Xeelogs Telecom Inc. does not provide the requested Services to the region(s) desired by CUSTOMER. 6.9. Customer Confidentiality and Privacy: Information that you provide to Xeelogs Telecom Inc. is kept confidential. Your information is for the use of Xeelogs Telecom Inc and its subsidiaries. It is not shared with any other third party. 7.0 General Acknowledgment: All services are prepaid with the exception of pay per use Long Distance and are charged immediately, identified as ?Xeelogs Telecom? on the Credit Card and Bank statements. For all new registrations, the first month?s charge and/or activation fees are non-refundable. A refund will only be given to accounts that cannot receive service. Delays in activation due to improper information provided by you the customer, home wiring, central office or telephone line problems, or any thing of the like do NOT quality as non-serviceable events. Xeelogs Telecom must be allotted the opportunity to complete it?s troubleshoot before a refund/credit will be issued. Xeelogs Telecom or any of its agent or third party providers are only responsible to bring/provide service to the location demarcation point. Under no circumstances or condition are any of the above responsible for any inside wiring, internal repairs or equipment. Phone: If you are moving your phone line from a wholesaler (example: Rogers) you will lose your DSL internet signal. We ask that you contact your Internet Service Provider to inform them of the change. You must also contact your Long Distance Provider to inform them you have switched to Xeelogs Telecom Phone. if you cancel your phone order prior to your activation date with less than a 5 business days notice, your @25 activation fee is not refundable. You accept that if you have no Long Distance plan you will be charged our per minute rate for all ?Canada & USA Long Distance Calls? and as per our International rates for any calls terminating outside Canada and/or the U.S.A. You accept that all 900/976 and Collect Calls are not available with Xeelogs Telecom Phone Service. 7.0. Changes; Amendments to the Agreement. To the extent permitted by applicable law, Xeelogs Telecom may modify the Service, this Service Agreement, including any other related document which could be the part of the agreement at any time and from time to time, with or without your consent or authorization. Your Service Provider will notify you of any amendment or change to this Service Agreement or of any material change to the Service in advance by posting notice of such change at www.xeelogstelecom.com by sending you notice via email address or to another email address provided by you to Xeelogs Telecom( in such case its your responsibility to make sure that your email address is working properly and active all the time) or by using any other notice method that will likely come to your attention. You agree to go to www.xeelogstelecom.com periodically and to review this Service Agreement to be aware of such modifications. Nothing in this Service Agreement shall be construed as obligating you to accept receipt of the Service after any change is made to the Service or this Service Agreement; however, to the extent permitted by applicable law, your sole remedy in the event that you do not wish to accept such change shall be cancellation of the Service (and termination of this Service Agreement) including the payment of any discounted or deferred Service Fees or other charges that may apply. Should you continue to use the Service after such change is effective, to the extent permitted by applicable law, such use shall be deemed to be your acceptance thereto and you expressly agree that no additional written agreement or express acknowledgment shall be required to accept such change. BY (A) SIGNING THE AGREEMENT, WHICH INCLUDES THESE TERMS OF SERVICE, (B) CLICKING ?I AGREE? OR SIMILAR ACCEPTANCE IF THIS AGREEMENT IS PRESENTED TO ELECTRONICALLY, (C) OTHERWISE REGISTERING YOUR CONSENT WITH US (SUCH AS VIA A CLIENT CARE REPRESENTATIVE OR AN INTERACTIVE VOICE RESPONSE SYSTEM) OR (D) ACTIVATING THE SERVICE, YOU AGREE WITH THE TERMS AND CONDITIONS OF THE AGREEMENT, INCLUDING THE LIMITS ON OUR LIABILITY AND AGREE TO CAUSE ALL PERSONS WHO USE THE SERVICES OR DEVICE UNDER YOUR ACCOUNT TO COMPLY WITH THIS AGREEMENT. All notices and correspondence required to be given under this Agreement shall be in writing and shall be directed as follows: Xeelogs Telecom Inc. 590 Alden Road, Suite 210, Markham, ON, L3R 8N2, Canada Tel: (416) 847 1440 Toll Free1866 886-5102 Fax: (647) 258 5907 Contact: sales@xeelogstelecom.com Any change of the address shall be notified promptly to Provider. Any notice under this Agreement, including notice of termination, shall be delivered to above address by courier, post or facsimile. Click here to download Credit card Authorisation Form Click here to download Sales Order Form I AGREE WITH THE ABOVE TERMS AND CONDITIONS.