Terms of Service

1. GENERAL INFORMATION

1. These Terms of Service (the "Terms") govern the relationship for all services ordered or purchased by a customer (the "Customer") and for the services the Customer agrees to subscribe to from VISTADIAL Communications, (hereinafter referred to as "VISTADIAL"). All terms herein shall form part of the Service Agreement(s), from an order form acknowledged and/or executed by the Customer to acquire services (the "Services") from VISTADIAL to be delivered to or provisioned at a customers' premises as stated by the Customer within the order form, subscription or service agreement (the "Customer Premises"). These Terms shall govern the relationship between VISTADIAL and the Customer whose name appears on the Service Agreement, subscription, registration or order form, whether in paper or online via the Internet or other electronic means (collectively, the "Agreement") and the terms shall apply to every Service VISTADIAL offers, unless otherwise specified. The details of each service the Customer receives from VISTADIAL, shall be covered in a separate Service-specific agreement, order form or subscription and shall be deemed to be appended to these Terms and identified as being incorporated herein if so appended.

2. VISTADIAL's network is connected to other local Canadian carriers, telecommunication service providers or their agents/resellers that offer service in VISTADIAL operating territory.

3. This agreement may be changed and updated from time to time by VISTADIAL and VISTADIAL will post an updated version on its website available at www.vistadial.com/termsofservice

2. SERVICES AND CONTRACT TERM

1. Minimum Term of Service

   Once provisioned or in the process of being provisioned, the Customer shall be responsible for payment of the Services for a minimum of 12 Months and shall continue until terminated by the Customer or termination by VISTADIAL for any other reason set out in these Terms. VISTADIAL may adjust any charges pertaining to the Services without prior written notice.

2. Termination of Service

   You may cancel Your Service(s) at any time, provided You give VISTADIAL thirty (30) days prior written notice. Upon cancellation of such Service(s), You will remain responsible and agree to pay all charges which are owed to VISTADIAL until the effective date of Your cancellation.

   If termination by the customer occurs before the minimum 12 months service period, for any or all services, a Termination Charge equivalent of 3 months of the particular service(s) will apply.

3. Activation of Services

   In offering the Services to the Customer, VISTADIAL offers no guarantee of service delivery date or warranty of merchantability on the service date requested by the Customer. The Customer acknowledges that VISTADIAL shall not be liable to the Customer for any delays in delivering the Services or attempting to deliver the Services. The Customer also acknowledges that there are limitations and restrictions on the Services and, accordingly, the Services will only be provided to the Customer where technology permits and are subject to availability of service. Internet speeds are not guaranteed and may vary depending on Internet traffic and other factors. If for any reason, VISTADIAL is unable to deliver all or a portion of the Services, VISTADIAL reserves the right to:

   1. Cancel or reduce the affected Service for technical or other reasons; and
   2. Adjust the pricing for the remainder of the Services that are delivered if only a portion of the Services are undeliverable; and
   3. Continue providing the remainder of the unaffected available Services.

   For greater clarity, adjustment to Services or cancellation of an unavailable Service shall not affect the remainder of the Services being provided pursuant to this Agreement and the application of such terms and conditions to the remainder of the Services shall not be affected and, Customer shall have no right to terminate the Agreement based on a claim for a particular Service being adjusted, unavailable or reduced, except as otherwise expressly set out herein. Our services automatically adjust to measured QOS, for example, an Audio/Video call will fallback to audio only where the internet transmission is inadequate. In this case, the reduced service will be not be considered grounds for cancellation. The Customer accepts that any delays in the establishment of phone line transfer from another carrier, internet connectivity issues, local area networking issues, DNS services, modem or router issues, etc, to be ancillary to that part of the Services which are Internet connection bundled Services and such delays in this process will not defer the initiation of billing for the Services.

4. Reduction, Termination or Cancellation of Service by VISTADIAL - All Services

   VISTADIAL may reduce, terminate or suspend the Services at its option to the Customer including, but not limited to the following circumstances:

   1. If the Customer uses the Services in excess of the amounts which are set for the services ordered by the Customer (including, but not limited to products such as Internet and associated bandwidth, monthly calls, long distance plans, etc.);
   2. If the Customer defaults in the performance of or compliance with any material provision of this Agreement including, without limitation, its obligation to pay the total monthly invoiced charges, as may vary from time to time in accordance with this Agreement, and such breach is not remedied after the Customer has received notice from VISTADIAL of such breach or default;
   3. Payment by credit card or direct debit which is not honored by the Customer's bank;
   4. Fail to provide interim payments when requested by VISTADIAL;
   5. Fail to provide or maintain a reasonable deposit or alternate security when requested to do so by VISTADIAL;
   6. Fail to provide VISTADIAL with remote access to inspect, repair, upgrade code or to perform necessary maintenance on the equipment delivering services.
   7. Use or permit others to use any of VISTADIAL Services for a purpose or in a manner that is contrary to law, or for the purpose of making harassing, threatening, abusive, annoying, offensive, illegal or fraudulent calls;
   8. Charge any other person for the use of VISTADIAL Services without the prior written agreement of VISTADIAL;
   9. Harass, threaten, or otherwise act unreasonably towards VISTADIAL, its employees or agents, including, without limitation, making numerous unwarranted requests for credits;
   10. Alter or otherwise interfere with VISTADIAL facilities or equipment using our services, or fail to replace or modify equipment or facilities which may harm, damage, interfere or pose a danger to or interfere with the service of others, or to equipment using VISTADIAL services, facilities or network; or
   11. Fail to provide payment for other accounts with VISTADIAL, including amounts owed by the Customer as a guarantor for the account of another;
   12. If the Customer files or threatens to file a petition in bankruptcy, voluntarily or involuntarily, or become insolvent or reorganize or make any assignment for the benefit of creditors or make any arrangements or otherwise become subject to any proceedings under applicable bankruptcy laws or insolvency laws with a trustee, or receiver appointed in respect of a substantial portion of the assets of the Customer, or in the event the Customer liquidates or winds up its daily operations for any reason whatsoever;
   13. If VISTADIAL is compelled or required to discontinue the Services (or any of them) by any relevant authority, or if any licenses, easements, rights-of-way, permits or regulatory authorizations or approvals required by VISTADIAL to permit it to fulfill its obligations in respect of the Services in a lawful manner cannot be obtained or would involve expense to VISTADIAL or are terminated or revoked or expire and are not renewed without expense to VISTADIAL or if the provision of the Services would or are determined to violate any applicable federal, provincial or municipal law, regulation or by-law or would otherwise be unlawful;
   14. If VISTADIAL decides to cease to provide the Services to its customers generally, provided that VISTADIAL shall provide the Customer with a minimum of two (2) months' written notice of such termination (unless ordered to discontinue Services in less time by the CRTC or such other authority having jurisdiction over VISTADIAL).

   If the Services are terminated as aforesaid, and are subsequently restored to the Customer for the same or new Services, the Customer will be charged a new installation charge of $125.00.

   Upon the expiration or termination of this Agreement, the Customer shall be obligated to fulfill all obligations or liabilities arising prior to such termination any and all costs we incur to collect such amounts, including, without limitation, collection costs and legal fees and expenses.

   In the event of a suspension or termination of VISTADIAL Services, all features and Services, and applicable phone numbers may be suspended or terminated. A suspension or termination of the Services will not affect the Customer's obligation to pay any amounts owed to VISTADIAL, before, during or after the suspension or termination. An administration fee may be levied in order to reconnect the Services following a suspension or termination of the Services.

5. Long Distance and Operator Service

   1. The Customer's use of operator assisted local or long distance Services, directory assistance, toll-free Service numbers, collect calls and bill to third party calls charges are unrelated to choice of long distance provider and the Customer agrees to pay for all charges associated with such use from the Customer's Premises, lines or Internet connections. VISTADIAL does not offer operator assistance.
   2. By acceptance of VISTADIAL long distance or other usage-based Services, the Customer authorizes VISTADIAL to make the necessary changes to reflect the Customer's decision to subscribe for same. In most instances the Customer dials 1 plus the area code and the Customer's call will be carried on behalf of the Customer on the VISTADIAL network. The Customer also agrees to VISTADIAL handling of all long distance calls and usage based Services as referred to above and will be responsible for, and agrees to pay for all long distance calls and usage based Services made from the Customer's Premises, lines or Internet connections.

6. Consumer Safeguards and Long Distance

   For safeguard purposes, VISTADIAL protects its customers by automatically blocking long distance in Canada, Continental United States, non-continental calls (Hawaii, Puerto Rico, Alaska) and international calls. You the customer, must give permission to release long distance services.

7. Consumer Safeguards and 900 Services

   While VISTADIAL makes every reasonable effort to identify and avoid long distance fraud, the Customer is responsible for the calls originating from or accepted on the Services or the telephone line(s) and any charges associated therewith. Therefore, it is the Customer's responsibility to inform all users of the Customer's telephone lines at Customer's Premises that are subscribed for and acquired by the Customer and for all calls dialed on or accepted on the telephone line or Services to be aware of the risks associated with use of the Services. PLEASE BE AWARE that Long distance fraud or hijacking can occur when the Customer dials a number or accepts a call that is intercepted by a third party with the intention of making fraudulent use. The Customer is solely responsible for the use, for allowing others to access and to safeguard the use of all equipment located at the Customer's Premises and for the use of the Internet connection for Services subscribed for from VISTADIAL.

   VISTADIAL also blocks access to 900 and 976 series pay numbers by default. Customer's may call VISTADIAL Customer Care and provide written authorization to release these numbers for use and to remain unblocked on their telephone line(s). Administration charges will apply for requests to unblock, block and for any subsequent similar requests.

8. Re-Termination of Circuit -In the event that the Customer requests

   In the event that the Customer requests a re-termination of its circuit (relocate the termination point of the telephone company's dedicated leased line at the Customer's premises), the Customer will be responsible for all fees assessed by VISTADIAL.

   VISTADIAL will not be responsible for any disruptions to the Services caused by any such re-termination.

9. Change in ISP -In the event that the Customer requests

   In the event that the Customer requests a change to another Internet Service Provider (ISP), the Customer will be responsible for all fees assessed by VISTADIAL and the telephone company. VISTADIAL will not be responsible for any disruptions in Services caused by a change in ISP.

10. Usage Restrictions

    "Unlimited Plans" are subject to a 3500 minutes use per month. You agree VISTADIAL may monitor your account for misuse and if VISTADIAL determines misuse, VISTADIAL may terminate the service or switch you automatically to another service. In any event any charges occurring from this misuse, will be the responsibility of the subscriber.

3. BILLING POLICY AND PAYMENT

1. Invoicing and Payment. Monthly charges for the Services will be invoiced in advance of the period for which the service is given and are due on the due date shown on the invoice. Recurring automatic payments are due on the 26th of the month (or next banking day) in which the service is billed.
2. Customer is responsible for all charges for Services subscribed to, including system access fee(s), monthly service charges, restoral fees, transfer fees, long distance fees and any other fees and any other service charges incurred in using your service(s).
3. All usage based Services (if applicable), including but not limited to Services such as operator Services, directory assistance and long distance, will be invoiced at the end of each bill cycle during the Term. All payments are due on the due date shown on the Customer invoice and may be made in accordance with the applicable payment method made available by VISTADIAL and selected by the Customer. Please refer to your monthly invoice for all payment methods that have been established by VISTADIAL. Payments are considered overdue when not received in time for posting by the due date shown on the invoice. Interest WILL be charged on all overdue amounts at a rate of 1.25% per month /15.0% annually from the due date, until payment is received by VISTADIAL. Declined payments returned for any reason are subject to a $30.00 returned item charge per first time occurrence and $60.00 per second and subsequent occurrences within a 12 month period. Automatic payments will appear on your credit card or statement/financial institution statement as "VISTADIAL COMMUNICATIONS". Service will be interrupted on accounts that are past due. Services interrupted for non-payment are subject to a reconnect charge of a minimum of $25.00 or the activation fee of the service at the time.
4. Installation Fees. One-time installation fees, if applicable, for setup and installation of the Services, are due and payable concurrent with receipt of the first invoice issued to the Customer. However, VISTADIAL reserves the right to require upfront payment of installation fees (if applicable) upon ordering of the Services or execution of the Service Agreement.
5. Taxes. All prices and charges for the Services, are subject to and do not include all applicable taxes, including all federal, provincial or local sales taxes, use taxes or any similar tax which may be levied in respect of the installation, operation and maintenance of the Services and related hardware.
6. Security Deposit. VISTADIAL reserves the right to require a security deposit equal to a minimum of three months of anticipated future charges prior to the activation / continuation of any Services in circumstances where there is an abnormal risk of loss. For example, where the Customer has incurred a significant amount of long distance or other usage-based charges or, in situations of suspected fraud; or in connection with the credit criteria as set out below. In such cases, charges will be considered past due when the time period for your payment as specified by VISTADIAL has lapsed.
7. Increase in Charges. VISTADIAL reserves the right to change the monthly recurring charges and usage-based Services.
8. Invoice Inquiries and Disputes. Invoice inquiries and disputes must be brought to VISTADIAL attention within 30 days of the invoice date, or the Customer will be deemed to have accepted the invoice as accurate in all respects. VISTADIAL will review any disputed charges, provided the Customer continues to pay any undisputed portion and subsequent invoices.
9. Retroactive Charges. VISTADIAL reserves the right to bill for Services rendered for up to one year from the date of occurrence that such Services were not invoiced or as a result of fraudulent usage.

4. CREDIT APPROVAL AND SECURITY DEPOSIT POLICY

1. Credit Approval. Provision of the Services is conditional upon VISTADIAL being satisfied with the results of an investigation of the Customer's credit worthiness and being satisfied with the results of such credit checks. The Customer's acceptance of the Services signifies the Customer's approval, authorization and acceptance of VISTADIAL's initial and continuing credit review and approval. For clarity, by execution of the Agreement, a subscription, a registration, an acknowledgement or a work order form in paper, online via the Internet or other electronic means, the Customer expressly authorizes VISTADIAL and those acting on its behalf, from time to time, to the release and retention of any and all information necessary to investigate and complete a credit review to establish creditworthiness and the right to make current and ongoing inquiries about the Customer which are necessary to establish and maintain good credit with VISTADIAL; and to the receipt and exchange of information about the Customer with credit or consumer reporting agencies. The Customer authorizes VISTADIAL and credit and reporting agencies to release; share or exchange reports about the Customer to VISTADIAL for the purpose of establishing this credit. Customer credit information will not be made public to any party other than the Customer and credit reporting agencies.

2. Criteria for Security Deposit requirement. VISTADIAL reserves the right and may require a security deposit at any time if the Customer:

   1. Does not have a satisfactory credit or payment history; or
   2. Does not have a satisfactory credit rating or satisfactory credit information is not provided to VISTADIAL; or
   3. Presents an abnormal risk of loss to VISTADIAL, as determined at VISTADIAL's sole discretion.

   VISTADIAL will inform the Customer of the reason for requiring a deposit and the amount of the deposit and will advise the Customer of the possibility of providing an alternative to a deposit that may be acceptable, such as arranging for third party payment, a bank letter of credit or a written guarantee from a third person whose credit is established to the satisfaction of VISTADIAL. Otherwise, VISTADIAL reserves the right to limit or suspend Service(s) which are considered to be a default under these Terms or a breach of the Agreement by the Customer, and the Customer may be subject to cancellation penalties in such event.

3. Refund of Security Deposit. Any deposit received will be credited to a Customer's account after at least 12 consecutive months in good standing on all Service accounts. The Customer will not earn any interest on any deposits held by VISTADIAL. If the Customer's Service is cancelled, the deposit will be applied against the outstanding balance on the Customer's account and refund any remaining balance.

5. RESTRICTIONS ON USE OF SERVICES AND ACCEPTABLE USE POLICY

VISTADIAL reserves the right to alter this policy from time to time. For the most up to date policy visit www.vistadial.com/acceptable-use-policy.

The following restrictions apply to the provision of the Services:

1. Illegal Use. The Services are not to be used for any unlawful or illegal purpose. The use of the Services by the Customer shall comply with all applicable government codes, ordinances, laws, rules and regulations.

2. Sharing / Reselling of Services. The Services are not to be shared or resold to any party, except with the written consent and agreement of VISTADIAL, or where such resale or sharing may cause VISTADIAL to violate the terms of its interconnection or other arrangements with other carriers or the rules and regulations of CRTC.

3. Violation of System/Network Security. VISTADIAL reserves the right to pursue civil or criminal action against the Customer and to cooperate with law enforcement in actions including:

   1. Unhvvwed access to or use of data, systems or networks, including any attempt to probe, scan or test the vulnerability of the system/network or breach security or authentication measures without prior authorization, including "cracking";
   2. Unauthorized monitoring of data or traffic on the network/system;
   3. Interfering with Service to any other user, host or network including, posting/transmitting information or software containing a virus, lock, key, worm, Trojan horse or other harmful or debilitating feature, mail bombing, flooding, hacking, broadcast attacks and deliberate or negligent attempts to overload the system;
   4. Forging TCP-IP pack header or any part of the header information in an email or newsgroup posting;
   5. Disrupting VISTADIAL backbone network nodes or Service;
   6. Invasion of another person's privacy or committing fraud using another person's identity;
   7. Failure to maintain computer equipment and related hardware which causes or may cause damage to VISTADIAL network, system or Services.

   If the Customer is involved in a security violation investigation, an “Investigation Fee” of not less than $50 will be charged to the Customer’s account for the second security violation and may result in immediate suspension or termination of Customer's account.

4. Third Party Use of Services. The Customer shall not permit third parties to use the Services, including without limitation, initiating any transmission from the Customer's Premises, and the Customer shall not itself initiate any transmissions from the Customer's Premises on behalf of any third party, except where such initiation or transmission comprises part of the primary business of the Customer to resell VISTADIAL Services and with the prior written agreement of VISTADIAL.

5. Proprietary Rights of VISTADIAL. All software (if any) provided to the Customer by VISTADIAL, shall not be copied, distributed or sub-licensed. Except with the prior written agreement of VISTADIAL, the Customer shall not use the Services to upload, post, publish, transmit, reproduce or distribute information, software or other material obtained through the Services which is protected by copyright, or other proprietary right, or derivative works with respect thereto, without obtaining the written permission of the copyright owner or right holder. The Customer shall not, except with the prior written agreement and consent of VISTADIAL, re-sell or attempt to re-sell the Services or use the Services for the operation of an Internet service providers' business or any other business which competes directly or indirectly with VISTADIAL or operate a server in connection with providing the Services to a third party, including mail, file, gopher, news, chat, telnet, web or host configuration servers, multimedia streamers or multi-user interactive forums.

6. Email, Usenet and Voice Mail Facilities. The Customer shall not use the Services to send unsolicited messages including advertising and information announcements or post the same or similar messages to one or more newsgroups or for mass distribution, including cross-posting or multiple-posting, bulk mailing, and junk mailing, also known as "Spam", chain letters or pyramid schemes schemes (which actions shall be hereinafter referred to as "SPAM").

   If a recipient asks the Customer to stop sending SPAM, (whether by fax, voicemail or e-mail), then the Customer must immediately suspend delivery and not send any further messages to that person or persons. In addition, the Customer shall not use any third party entity or entities that sends, redirecst or posts Spam on the Customer's behalf to advertise services that are hosted by or connected to the VISTADIAL Internet network. The Customer must also refrain from posting advertisements in newsgroups whose Frequently Asked Questions (FAQs) / chargers explicitly prohibit it. It is the Customer's responsibility to be aware of such restrictions particular to different newsgroups.

   SPAM is strictly prohibited. VISTADIAL has a ZERO TOLERANCE policy toward SPAM and VISTADIAL will take steps to limit the Customer's use of VISTADIAL services and the VISTADIAL Internet network in the event the Customer does not abide by this policy or inadvertently allows its computers and or persons using the Customer's computers, facilities and equipment to generate, send or redirect SPAM. The Customer hereby agrees to permit VISTADIAL to take whatever steps are necessary to limit SPAM generation from the Customers computers and to fully cooperate with VISTADIAL in eliminating SPAM from the VISTADIAL network. The Customer agrees such steps may include termination of the Customers service.

   The Customer agrees that the first violation of this policy will result in an "Investigation Fee" of up to $50 being charged to the Customer by VISTADIAL and will result in the Customer's account will be reviewed for possible immediate termination. In the event the Customer commits a second violation of this policy the Customer will be charged a further additional "Investigation Fee" of up to $500 and agrees to permit VISTADIAL to immediately terminate the Customer.s account either on a temporary or full time basis. The Customer agrees to permit VISTADIAL, or its agents, access to its premises to inspect, review, modify and repair if necessary the Customer`s computers, facilities and equipment in the event the Customer commits a second or further violation of this policy. Customer agrees that such intervention(s) shall be solely at the discretion of VISTADIAL. In this event the Customer shall be responsible to pay any and all costs incurred by VISTADIAL, or its agents, and agrees VISTADIAL may add such costs to the Customer`s account in the event any costs are not paid within 10 days of the services being rendered.

7. Faking or forging an Internet Protocol ("IP") address other than the ones allocated to the Customer by VISTADIAL (sometimes referred to as "spoofing") is prohibited.

8. Faking or forging a CallerID other than the ones allocated to the Customer by VISTADIAL (sometimes referred to as "spoofing") is prohibited.

9. Call services are intended for phone calls and not for the operation of independent business use, such as, all centres, autodialing, continuous or extensive call forwarding, continuous connectivity, fax broadcasts, fax blasting or telemarketing

10. Uploading, posting, publishing, defacing, modifying, transmitting, reproducing, or distributing in any way, any information, software or other material which is protected by copyright, without obtaining permission of the copyright owner or right holder; or obtain or attempt to obtain VISTADIAL Services by any means or device with intent to avoid payment or to defraud is prohibited

    VISTADIAL may immediately and, without notice, suspend or terminate the Customer's Service and terminate the Agreement immediately for the Customer's failure to comply with VISTADIAL's Acceptable Use Policy set out in this Section. For greater clarity, any such violations of this Policy by the Customer or any third party accessing or using the Facilities shall be deemed to be violations of this Policy by the Customer. VISTADIAL reserves the right to charge the Customer for all direct and indirect costs and damages relating to any breach of its Acceptable Use Policy.

    VISTADIAL disclaims any obligation to monitor the content of information and/or materials on its network and exercises no control whatsoever over the content accessible on the Internet. However, VISTADIAL may monitor such content electronically from time to time, to measure usage, and may also disclose any such information where required by law pursuant to a lawful order of a court exercising jurisdiction against the Customer and may remove any information or materials which are unacceptable, undesirable or in violation of this Agreement and without notice to or the consent of the Customer.

6. PRIVACY STATEMENT

VISTADIAL reserves the right to alter this policy from time to time. For the most up to date policy visit www.vistadial.com/privacystatement.

VISTADIAL is committed to upholding all governmental obligations, laws and regulatory requirements. VISTADIAL is committed to following the privacy regulations as required by the Personal Information Protection and Electronic Documents Act ("PIPEDA") and has taken steps to ensure that all customer information is acquired and retained only for opening, setting up and maintaining accounts and customer credit for VISTADIAL Services. Included among these Services are telephone local and long distance calling and related features, data and other Services. In addition, we would use Customer information for maintaining Customer accounts; verifying credit worthiness; protecting Customer's from identity theft, fraud, misuse and/or authorized access to your account or personal information; share application and transaction information with employees, contractors, credit and consumer reporting agencies and other parties who have a need to know and have financial information or dealings with our Customers for purposes of maintaining Customer accounts.

Except as may be required by law and in connection with establishing and maintaining good credit, customer information that is provided to VISTADIAL is not shared with anyone other than those who are employed or contracted with VISTADIAL to set up, provision, implement and maintain VISTADIAL Services and accounts as stated above. Except as otherwise stated herein, we do not share this information with any other third party for any other purpose.

Information obtained is only accessed by those who need to know for the purposes set out herein and is stored in a secure location, both paper and electronically.

After becoming a customer, a customer that wishes to terminate their Services and remove their personal information from our records, can do so by following any current contractual commitments associated with VISTADIAL Services or these Terms, and by simply informing us. Customer information will only be retained as long is necessary for the effective termination of their Services, or as required by any local, provincial or federal authority or regulating body. Thereafter, customer information will be removed from our records.

Anonymous information collection, i.e. information that does not directly identify a person, may be collected and summarized for building managers, owners, technicians or used by VISTADIAL for the improvement of the services it offers or may offer to its customers in the future.

If a Customer does not wish to receive notice of special offers or other marketing information from VISTADIAL, or if a Customer would like to receive only certain types of communications from us, please let us know by emailing customecare@vistadial.com

7. REGARDING THE INTERNET

1. Internet Filtering. VISTADIAL is not responsible or liable for the security of the Customer's Internet connection.
2. Internet Security. The Customer is responsible for the security of its network and any devices or services attached to a VISTADIAL Internet Connection. VISTADIAL is in no way responsible for internet security services. The customer shall not take any action that compromises the security of our equipment. This includes but is not limited to forwarding ports from the internet through the router to our equipment.
3. Telephone Charges: VISTADIAL is not responsible for tolls acquired from long distance dialing or line usage. The Customer is responsible for calling the local phone company to determine if the access number used to access Company's network is a local call.
4. Internet Support Boundaries and Definitions: VISTADIAL only provides technical support for VISTADIAL services.

9. DIGITAL VOICE OVER INTERNET (VoIP) SERVICES

1. EMERGENCY SERVICES - 911 DIALING VISTADIAL Communications does not offer any form of 9-1-1 Services.
2. Number Transfer on Digital Phone Service Termination. Upon the termination of your Service, we may, in our sole and absolute discretion, subject to applicable law, release to your new service provider the telephone number that you ported (transferred or moved over) to us from your previous service provider and used in connection with your Service if:
   1. Such new service provider is able to accept such number;
   2. Your account has been properly terminated;
   3. Your account is completely current, including payment for all charges and applicable termination fees; and
   4. You request the transfer upon terminating your account. Failure to meet above conditions/instructions may result in the loss of the number(s) to another VISTADIAL Communications’ customer.
3. Change of Number. You have no property right in any phone number assigned to or used by you. We shall be entitled to change any such number where we determine, in our sole discretion, that such a change is necessary. We shall give you reasonable advance written notice of such a change, except in cases of emergency, where oral notice shall be given.
4. Incompatibility with Other Services.
   1. Other Unknown Devices. The Service may not be compatible with other services sharing a VoIP or PSTN Line. We do not carry a compatibility list. If such a situation arises, you may need to separate these services from the VISTADIAL internet or PSTN connection.
   2. Certain Internet Services. You acknowledge that there may be other services with which the VISTADIAL Service may be determined to be incompatible. You further acknowledge that some providers of broadband service may provide modems that prevent the transmission of communications using the Service. We do not warrant that the Services will be compatible with all broadband services and expressly disclaim any express or implied warranties or conditions regarding the compatibility of the Service with any particular broadband service.

10. ACCESS AND FACILITY REQUIREMENTS

1. Access Requirements

   1. At times, VISTADIAL may interrupt Customer Services at any time for any duration of time, without any notice or liability, where required in order to install or port telephone numbers from any previous choice of local telephone company, inspect, repair, replace or perform necessary remote maintenance on the equipment, or for other technical reasons as may be required.
   2. In the event that VISTADIAL requires access to Customer Premises to restore Services in the event of a service interruption, the Customer agrees to provide immediate access at no charge to VISTADIAL. Upon request, VISTADIAL employees must show valid identification prior to entering Customer Premises.

2. Facility Requirements

   1. VISTADIAL functions with certified products and is not responsible for any equipment beyond that sold through its distribution network. Non-certified products do not have access to our services. The Customer must provide the LAN and Internet connection to enable our services to operate. Furthermore the Customer must remove or change any equipment that causes damage to the network or interferes the ability of VISTADIAL service to function properly. A list of certified products may be found at www.vistadial.com/servicesandcertfiedequipment/.
   2. Customer must supply a high-speed internet service for our service to operate properly. This service does not have to be dedicated to VISTADIAL, however, should VISTADIAL through analysis of the internet connection, determine, the connection is leading to QOS issues, it will be incumbent on the customer to alter its use or make improvements on its internet connection.
   3. Customer must provide a list of on-site contacts and the telephone numbers at the site by which VISTADIAL will be able to contact the Customer by telephone, so that we may provide technical support and confirm the resolution of a technical issue.

11. SCHEDULED DOWNTIME

1. To ensure that VISTADIAL Network is operating at optimal performance, VISTADIAL reserves the right to schedule and inform Customer of periodic downtimes for diagnosis and maintenance. All care will be taken to minimize any service disruption and to provide notice.
2. Installation, inspection, maintenance, repairs and/or removal of the VISTADIAL Services and equipment using such services (from a Channel Partner) may result in service delays, outages or potential damage to the Customer's computer or other equipment. The Customer thus acknowledges to make ready its own equipment and, agrees to back-up all computer and other electronic files prior to installation of the VISTADIAL Services, facilities and equipment. VISTADIAL shall not be liable for any delays, damage, loss or destruction of any of the Customer's software, files, data, business or personal losses in connection with the installation, inspection, maintenance, repairs and/or removal of the VISTADIAL Services.

12. SERVICE OUTAGES

The customer acknowledges and understands that during a service outage by your internet provider or for any reason whatsoever, your VISTADIAL service(s) will not work.

13. RESTRICTIONS ON USE OF REGISTERED EQUIPMENT

VISTADIAL Services operate on certified products that shall not be rearranged, disconnected, removed, repaired, altered or otherwise interfaced with, except by special agreement with and prior approval of VISTADIAL.

14. LIMITATION OF LIABILITY AND INDEMNIFICATION

1. Limitation of Liability

   VISTADIAL and/or its directors, officers, employees, contractors or agents, shall not be liable in any way or manner whatsoever to the Customer, or to any person, firm or corporation whatsoever, including, but not limited to the following reasons:

   1. Any delay, loss or damage (whether direct or indirect or founded in tort or contract or otherwise at law or in equity) resulting from, or arising out of the provision of the Services, or any defect in or the delay, failure, inoperability or malfunctioning of VISTADIAL equipment or facilities as contemplated by these Terms, including, without limitation, any indirect, consequential or economic loss, whether or not the same was or may have been reasonably foreseeable by VISTADIAL, excepting only the liability of VISTADIAL to the Customer for any rebates or credits contemplated in any Service-specific agreement;
   2. VISTADIAL does not support emergency 911 services. It is not responsible for the operational state of the equipment using its services, the facilities network connections or internet status and, VISTADIAL is not liable for any disruption or unavailability of the Services, including without limitation, any act or omission of any third party, including any other local telephone company, any connecting carrier, competitive access provider or other provider of connections, facilities or service whose facilities are used in establishing connections to points that VISTADIAL does not directly serve;
   3. Defamation or copyright infringement arising from material transmitted or received over VISTADIAL facilities; charges.
   4. Infringement of patents arising from combining Customer provided facilities with VISTADIAL facilities or otherwise from the use of Customer-provided facilities.
   5. Customer conduct, acts or omissions, or the operation or failure of Customer equipment or facilities;
   6. Any event beyond the reasonable control of VISTADIAL including acts of God, inclement weather including lightning, labour disputes, riots or civil disputes, wars or armed conflict, any law, governmental order, decision or regulation, or order of any court of competent jurisdiction;
   7. Delay or failure, for any reason, to activate any Service on the activation date requested by the Customer;
   8. VISTADIAL liability (if any) for negligence, breach of contract, including fundamental breach, or other causes of action, or any loss, omissions, delays, errors, defects or failures in VISTADIAL Services, equipment or facilities, or for any other action or inaction of VISTADIAL, is limited to a refund of charges for the affected Services proportionate to the length of time the problem existed, upon request. In the event of a service interruption, please notify VISTADIAL as soon as practicable. If Services continue to be interrupted for a period of at least 48 hours after notice by you to VISTADIAL, a credit proportionate to the length of time the interruption existed shall be granted by VISTADIAL to you, upon request. No allowance shall apply to any non-recurring charges.

   Under no circumstances shall VISTADIAL be liable for any indirect, special, consequential, exemplary or punitive damages whatsoever, including any loss or interruption of business or lost profits, even if such damages were reasonably foreseeable. No agents or employees of other carriers shall be deemed to be agents or employees of VISTADIAL.

   In subscribing for VISTADIAL Services, you obtain no proprietary right or interest in, any particular facility, Service, equipment, telephone number or code associated with the Services.

2. Indemnity by Customer

   1. The Customer shall indemnify and save VISTADIAL and its directors, officers, employees, contractors, agents or shareholders harmless from and against all damages, suits, claims, judgments, costs or expenses of any kind, including legal fees, howsoever arising in connection with the provision of the Services or equipment to the Customer pursuant to this Agreement, including without limitation with respect to the violation of any law or regulation or copyright or trademark infringement which may arise in relation to the provision of the Services and/or equipment. This section shall survive the termination of this Agreement.
   2. In addition, the Customer agrees to indemnify and hold VISTADIAL harmless from all claims, including fees and expenses of counsel, resulting from the Customer's use (or the use by others with the Customer's explicit or implicit consent) of VISTADIAL Services, or Customer codes, user information (address, contact info, logs,etc), facilities or equipment, which causes direct or indirect damage or harm to another party or the property of another.
   3. If VISTADIAL equipment or facilities are presently located at or are to be installed on property or premises occupied by the Customer, but not owned by the Customer, the Customer agrees to be responsible for obtaining and maintaining the consent of the owner or landlord to place such facilities or equipment on the property or Premises. The Customer agrees to indemnify and save harmless VISTADIAL from any and all actions, causes of action, claims, actions or demands arising or resulting from any lack of such consent.
   4. The Customer must not use, in any manner or circumstances whatsoever, VISTADIAL trademarks, trade names, logos or designs, and has no authority to act on behalf of VISTADIAL.

15. ASSIGNMENT

VISTADIAL may assign or transfer all or part of its Agreements and Services without the consent of the Customer. The Customer shall not transfer or assign its interest or delegate its duties or responsibilities under its Agreement for Services without VISTADIAL prior written consent, such consent shall not be unreasonably withheld and, provided that VISTADIAL has satisfied itself as to the identity of the assignee, financial, credit or otherwise and that the assignee signs an assumption agreement or change of responsibility, agreeing to be bound by all of the terms and conditions of the VISTADIAL Agreement for Services. Any transfer or assignment contrary to this section shall be deemed a material breach of the Agreement giving VISTADIAL a right to terminate the Agreement and will not release or relieve the Assignor Customer from any of the terms of the Agreement or these Terms.

16. SECURITY OF TRANSMISSIONS

VISTADIAL does not represent, warrant, covenant or guarantee that transmissions initiated by the Customer in the course of using the Services cannot or will not be received or intercepted by any other person(s).

17. FORCE MAJEURE

VISTADIAL shall not be liable for any delay in the performance or for non-performance in whole or in part, of the Services and periods set out for performance of responsibilities as a result of acts of God, floods, war, fires, natural disasters, famine, earthquake, embargoes, labor disputes, casualties, civil disturbances, acts of civil and military authorities, fibre, cable, equipment or other material or component failures, fibre cuts, lack of or delay in transportation, shortages, unavailability or delay in delivery not resulting from the responsible party's failure to timely place orders therefore, government codes, permits, ordinances, laws, rules, regulations or restrictions, or any other contingency beyond its reasonable control.

18. GENERAL

1. Any notice, request, demand, consent or other communication provided or permitted hereunder shall be in writing and given by personal delivery, or sent by registered mail, postage prepaid, or transmitted by facsimile or other form of recorded communication tested prior to transmission, addressed to the party for which it is intended at the address set out in this Agreement, in the case of VISTADIAL:

   For day to day customer care, billing and Service issues, direct to:

   VISTADIAL Communications
   75 Horner Avenue, Unit #7
   Etobicoke, Ontario.
   Canada. M8N 4X5
   Attention: Customer Care
   Email: customercare@vistadial.com
   Fax: +1 (647) 479-0981

   For Legal Notices by personal delivery, or ordinary or registered mail, direct to:

   VISTADIAL Communications
   75 Horner Avenue, Unit #7
   Etobicoke, Ontario.
   Canada. M8N 4X5
2. The Customer may change its address for service of receipt of any such communication by giving ten (10) days prior written notice of such change to VISTADIAL in the manner prescribed above. Any notice so given, shall be deemed to have been received on the date on which it was delivered or transmitted by facsimile or other form of recorded communication.
3. These Terms, and any service-specific Agreement, together with the subscription, order form or registration, where applicable, supersedes all oral or written arrangements made between the Customer and VISTADIAL pertaining to the matters covered by this Agreement. VISTADIAL reserves the right to revise, amend, or modify the Terms of Service (TOS) and other agreements that may be in place at any time and in any manner.
4. These Terms will be governed by and construed in accordance with the laws of the province of Ontario and the laws of Canada applicable therein. The parties hereby attorn to the jurisdiction of the courts of the province of Ontario.
5. The invalidity or unenforceability of any provision of the Customer's Agreement for Services or these Terms or any covenant herein contained shall not affect the validity or enforceability of any other provision or covenant herein contained and any such invalid or unenforceable provision or covenant shall be deemed to be severable.
6. The Service Agreement, Order Form or Subscription, including any schedules, addendums, appendices or other attachments thereto, shall enure to the benefit of, and be binding upon, the parties hereto, and their respective successors and permitted assigns.
7. Unless otherwise requested by the Customer, these Terms, as well as all other documents relating hereto, including all notices, have been and shall be drawn up in the English language only. Les parties aux présentes confirment leur volonté que cette convention, de même que tous les documents, y compris tout avis, qui s'y rattachent, soient rédigés en langue anglaise.

19. CUSTOMER CARE, BILLING, COLLECTION AND COMPLAINT RESOLUTION

Customers can contact a VISTADIAL Customer Care Representative by the following methods:

By mail sent to:

20. REVISIONS TO THIS TERMS OF SERVICE

VISTADIAL Communications reserves the right to revise, amend, or modify the TOS (Terms of Service) and our other policies and agreements at any time and in any manner. Notice of any revision, amendment, or modification will be posted in accordance with our TOS (Terms of Service).

TOS REV 03-17
All content copyright 2017 VISTADIAL Communications unless otherwise noted.