High Tech Terms of Service

Introduction

1.1. By purchasing Products or Services from High Tech Communications (“High Tech”) the Customer (“Customer” or the “User”) accept all High Tech Terms of Service and agree to be bound by them. High Tech reserves the right to change any/or all High Tech Terms of Service and associated documents at any time by posting an updated version on this website. The Customer is encouraged to check this page periodically to take notice of any changes.

1.2. These Terms between the parties are applicable with respect to the subject matter for all previous discussions, negotiations, and High Tech Agreement(s).

1.3. Customers Terms and Conditions (i.e., Purchase order) that are different from High Tech’s Terms of Service described herein, do not supersede High Tech’s Terms of Service.

1.4. These Terms and the rights and obligations of the parties hereunder shall be governed by, and construed in accordance with, the laws of the Province of Ontario, and the Federal Laws of Canada.

1.5. If any provision of this Terms of Service is held to be unenforceable, illegal, or void, that shall not affect the enforceability of the remaining provisions. The parties further agree that the unenforceable provision(s) shall be deemed replaced by a provision(s) that is binding and enforceable and that differs as little as possible from the unenforceable provision(s), with considerations of the objective and purpose of the General Terms of Service.

1.6. Paragraph headings are for convenience and shall have no effect on interpretation.

1.7. The delay or failure of either party to exercise any right provided in these Terms of Service shall not be deemed a waiver of that right.

1.8. The Terms of Service at no time provide any rights for any third parties.

1.9. “High Tech Agreement(s)” includes but is not limited to a Proposal(s), Estimate(s), Quotation(s), Managed Service Agreement (MSA), Service Order(s), Sales Agreement(s), and associated Schedule(s).

1.10. Customer approvals of High Tech Agreements may be in the form of email, documents signed and returned, and/ or verbal (when applicable).

1.11. High Tech and the Customer agree that all documents and communication will be in English only.

Confidentiality

2.1. During the term of a High Tech Agreement, and thereafter in perpetuity, neither party shall without the prior written consent of the other, disclose any Confidential Information of the other. “Confidential Information” for the purposes of a High Tech Agreement shall include each party’s proprietary and confidential information such as, but not limited to, the Customer lists, business plans, marketing plans, financial information, designs, drawings, specifications, models, software, source codes, and object codes. Confidential Information shall not include any information that the Customer makes publicly available or information which becomes publicly available through no act of High Tech or the Customer or is rightfully received by either party from a third party.

2.2. High Tech retains all rights to the information we collect about the Customer. The Customer information is confidential and used to improve the Services we offer the Customer. Where possible the information is not shared with third parties. The Customer acknowledges and agrees that High Tech will provide the Services in accordance with High Tech’s Privacy Policy.

2.3. The Customer grants consent for High Tech to advertise the Customer name and the fact that they are a High Tech customer on the High Tech website or other promotional material, and, if applicable, to display the Customer logo, trademarks or trade name(s) on the High Tech website or other promotional material.

2.4. The Customer agrees that their information, including personal information, will be disclosed to High Tech’s agents, employees, and third-party suppliers to best provide the Services to the Customer, respond to questions the Customer may have, and to allow High Tech to promote additional related Services to the Customer. The Customer may have its name or other identifying material removed from our third-party marketing lists, the High Tech website or other promotional material at any time by notifying High Tech of such request in writing, whereupon High Tech will remove the Customer name or identifying material within a reasonable period of time. While these lists are meant to inform the Customer of relevant and beneficial products, Services or offers, it is the Customers right to have its name removed on request. The Customer also has the right to refuse to provide personal information or withdraw their consent for its collection, with reasonable notice and subject to any legal or contractual restrictions. However, the Customer acknowledges that High Tech’s ability to provide service may be limited, interrupted, or circumscribed as a result. The Customer must provide notice of their refusal to consent or withdrawal of consent in writing.

Solicitation

3.1. The Customer and High Tech both agree that they will not solicit for hire and will not hire or otherwise engage any of each other’s employees or contractors, either directly or indirectly during any period that Services are provided or in the 24-month period immediately following termination of a High Tech Agreement.

Customer Responsibilities/Obligations(Unless High Tech has been contracted to provide)

4.1. Prior to High Tech commencing work the Customer shall have installed at each required location:

4.1.1. sufficient space for equipment

4.1.2. adequate ventilation/climate control

4.1.3. sufficient power facilities installed

4.1.4. fire retardant materials if specifically required

4.1.5. appropriate cabling to existing standards

4.1.6. conduit when necessary

4.1.7. building alterations

4.1.8. security

4.1.9. properly configured and provisioned supporting equipment

4.1.10. valid Manufacturer Support

Term

5.1. “Term “is a committed period of time as indicated on an applicable High Tech Agreement for Services provided.

5.2. The Term commences on the Service Activation Date and encompasses the Initial Term (the total duration of time during which a High Tech Agreement is in effect) and any Renewal Term (the period that the existing Term is extended). The Term shall continue until the date of expiration or termination as defined.

5.3. The term can be comprised of fixed; subscription or usage-based billing as follows:

5.3.1. Fixed Term:

5.3.1.1. must pay duration of term even if cancelling early.

5.3.1.2. has a minimum quantity amount.

5.3.1.3. the Customer can add to the original quantity.

5.3.1.4. can only be reduced to the agreed minimum quantity amount.

5.3.2. Subscription:

5.3.2.1. has no fixed term.

5.3.2.2. is billed based on a reoccurring billing cycle.

5.3.3. Usage Based:

5.3.3.1. has no fixed term.

5.3.3.2. is billed based on a reoccurring billing cycle.

5.3.3.3. is billed based on actual service(s) utilization.

5.4. If, during the Term, the Customer adds additional Services or changes the types of Services, the amount of their recurring charges shall be adjusted accordingly or were applicable can be coterminous with the existing Term, or any Service Renewal Term in effect at the time.

5.5. Services included in a term at the time of renewal shall be renewed automatically for 1 year period. Customer must give a minimum of ninety (90) days prior written notification of cancellation or termination prior to the end of the then current term. Expiration of the term or termination of Service does not excuse the Customer from paying all unpaid and accrued charges due in relation to a High Tech Agreement. Termination by Customer prior to the end of the current term shall not excuse the Customer from payment until the end of said term.

5.6. Non-contracted Subscription Services will auto renew monthly or until a termination notice is provided in writing by the Customer with a minimum of 30 days.

Pricing

6.1. Pricing for High Tech products and Services is provided in the form of a High Tech Agreement which has been approved by the Customer.

6.2. All prices are subject to change without notice.

6.3. All prices are identified in Canadian dollars.

6.4. Invoicing may include charges for Services, Labour and Products provided, except when included (documented) in a Managed Service Agreement (MSA).

6.5. Troubleshooting Services resulting in No Fault Found (NFF) during an on-site visit will be invoiced.

6.6. When the troubleshooting effort determines that the reason for a reported problem is not due to equipment and/or Services covered by High Tech, High Tech reserves the right to discontinue the troubleshooting after a reasonable period of time which will be billable. Further troubleshooting efforts will only continue if the customer provides authorization and agrees that the troubleshooting effort is billable.

6.7. Additional charges may result if the Customer activates additional features, exceeds usage thresholds, or purchases additional Services or Equipment. The Customer will be liable for all charges resulting from use of the Services on its Account.

6.8. Additional fees may apply due to changes of an initial request and/or changes of due date, delays or for the expediting of a request.

6.9. Additional porting fees may apply for porting rejections, due date changes and expedited porting requests.

6.10. Recurring charges for the Services begin on the Start Date and will continue for the Term. Recurring charges will, once incurred, remain in effect for the Initial Term (as described in a High Tech Agreement) or the then-current Renewal Term unless High Tech receives increases from Third Party providers. High Tech will use best effort to provide notice of any proposed increases. Administrative Fees that High Tech is entitled to pass on to its customers as a surcharge pursuant to applicable Law may be increased.

6.11. The Customer may be invoiced in advance for non-usage-based Service Fees and in arrears at the next billing cycle for usage-based Service Fees. Additional Services added during the Term will be invoiced in the month or billing cycle following the Activation Date for the additional service on a pro-rated basis and continue for the remainder of the Term, unless otherwise agreed by High Tech.

6.12. Usage based service rates will be applied based on the rate in effect at the time of use.

6.13. High Tech will require a monthly minimum commitment of recurring charges. The Customer understands and agrees that the rates for Services are based upon an expected billable level of recurring charges and that, absent the minimum level for Services set forth in a High Tech Agreement, High Tech would be unable to offer Services at the rates given to the Customer. High Tech will review Customer’s invoice amount at the end of each monthly billing period and if at the end of any period in which Customer has not met the applicable Minimum Commitment level the Customer will be invoiced by High Tech the amount of the Minimum Commitment.

6.14. Prices and terms for equipment are subject to change without notice and High Tech cannot guarantee the price on orders requiring future delivery except when equipment has been paid for in full at the time of approval and future delivery requested.

6.15. Written quotations and estimates will automatically expire thirty days from the date issued and are subject to earlier termination by notice. Prices and Products are subject to change based on supply chain availability. High Tech reserves the right to revise all Sales documents including but not limited to quotations, estimates and proposals based on product and price availability at time of order.

6.16. Moves, Adds and /or Changes (MAC) are billable at High Tech’s prevailing rates. Customers with a MSA from High Tech will be billed at a preferred Labour rate (during regular business hours).

6.17. Pricing provided may not include charges for shipping, handling or special packaging which may incur additional charges, unless otherwise specified.

Billing, Payment, and Taxes

7.1. High Tech reserves the right to examine the Customer’s credit record before activating the Services and anytime during the term. A security deposit may be required by High Tech to activate Services or to sustain them if Services have already been activated. The Customer authorizes High Tech to investigate the Customer’s credit worthiness, exchange credit information with credit reporting agencies on an ongoing basis and agrees from time to time, to provide appropriate authorizations and financial information as High Tech may request for this purpose.

7.2. All invoices are Due Upon Receipt. A Monthly 2% Finance Charge will be applied against any unpaid amounts past 30 days of the Invoice Date. A Credit Hold status may be applied by High Tech to the Customers account.

7.3. Until an invoice is paid in full, all Services, Licenses and Equipment billed on said invoice remains property of High Tech. High Tech reserves the right to withhold shipments, recall equipment in transit, or otherwise repossess unpaid equipment if the Customer is notified of said action. High Tech also reserves the right to withhold warranty and service maintenance or accept new work requested until the invoice is paid in full or if the Customer has a Credit Hold status.

7.4. High Tech shall have the right to stop work at any time and to withhold delivery of any equipment and/or Services ordered (including any portion of an order) if any payment due to High Tech from the Customer is not paid in full when due. If High Tech stops work and withholds deliveries, the full purchase price for all equipment and Services completed but not shipped is due and payable. The Customer shall pay High Tech a reasonable charge for any equipment, Services, and work in progress.

7.5. Invoicing for an outright purchase of equipment and/or service will be invoiced as detailed in a High Tech Agreement and may include installments as follows:

7.5.1. Deposit: upon approval of purchases over $3,000.

7.5.2. Equipment Delivery: FOB High Tech.

7.5.3. Progress Billing (when applicable).

7.5.4. Activation date (formerly known as Cutover). Deficiencies as well as third party delivery of Services including but not limited to Carrier Services is not a reason for non-payment and will be addressed following activation date.

7.6. All deposits or other prepayments made by the Customer in connection with the Services will earn no interest.

7.7. Payment for proposed work, not covered by a Managed Service Agreement (MSA), may need to be received by High Tech prior to the commencement of the proposed activity. This requirement relates to new accounts that do not have established credit with High Tech.

7.8. When payment is via credit card, the provision of the credit card information to High Tech gives High Tech authorization to charge:

7.8.1. the amount invoiced.

7.8.2. pass through costs for processing (% charged by the credit card vendor).

7.8.3. any incremental amounts of labour and / or materials needed to complete the approved work. While completing the work, should a significant incremental change become known, above what had been originally estimated, the Customer may be contacted for further authorization. The invoice(s) and the amount(s) charged or refunded on the Customer’s credit card will always reflect the actual effort required to complete the project, which may differ from the estimated amount provided.

7.9. When payment is via Direct Transfer the Customer must follow up the transfer with an email to accounting@hightechcommunications.ca stating the Invoice(s) being paid by the transfer and a contact name and number for follow up, should it be required.

7.10. It is understood that any Provincial or Federal Taxes applicable shall be added to each invoice for Services or materials provided by High Tech. The Customer shall pay any such taxes unless a valid exemption certificate is furnished to High Tech for the jurisdiction of use.

7.11. Errors or omissions in billing are subject to correction.

7.12. Invoices will be deemed correct and binding on the Customer unless High Tech receives a dispute of charges, in writing to the attention of: accounting@hightechcommunications.ca , within fifteen (15) days of an invoice being issued. To the extent the Customer disputes, in good faith, any amount included in High Techs invoice, the parties shall use reasonable efforts to resolve and settle such dispute within thirty (30) days of the Customer’s written notice. Upon request of the other, each party will promptly provide a detailed explanation concerning any disputed amount. The Customer shall pay all undisputed amounts in High Tech’s invoice but will have deferred obligation to make payment of disputed charges on the invoice during the time it is subject to a good-faith dispute. Based on High Techs reasonable determination once the dispute is resolved the Customer will immediately pay the resulting agreed upon amount.

7.13. In the event collection processes are instituted to collect any amounts due from the Customer, the Customer shall pay all reasonable fees for the costs of collection. High Tech reserves the right to withhold Services and support for any delinquent account.

7.14. Certain discounts may be applied to a bundle or group of Subscriptions, Products or Services. In the event of change of any such bundle or group, the provided discounts may no longer be applicable.

7.15. Payment for a Managed Service Agreement (MSA) invoice, if not scheduled to be paid via monthly installments, needs to be received by High Tech prior to the commencement date of the MSA for support coverage to commence or continue. Failure of payment being received no later than 30 days prior to renewal date will result in a reinstatement fee. The new commencement date of an MSA becomes effective after the processing of the renewal invoice payment. Any Service work performed by High Tech covered by an MSA that is not in good standing, will be billable as Time and Material.

7.16. Tenant Accounts

7.16.1. If the work approved is for a tenant or a co-tenant entity of the Customer, authorization makes the Customer liable for payment to High Tech. Any billing of the tenant/co-tenant is the responsibility of the Customer, not High Tech.

7.16.2. If the tenant/co-tenant has a separate account with High Tech for ordering work to be completed on the Customer’s existing Services and for billing purposes, the requested work would not commence until the Customer has provided High Tech with approval to deal directly with the tenant/co-tenant. Such authorization can be on a per instance basis or for all activity until revoked.

7.16.3. If such approval is provided, the Customer agrees to not hold High Tech responsible for directed changes made to the Customer’s existing Services by the tenant/co-tenant. (i.e., programming changes requested by tenant could affect features system wide).

7.17. If the Customer chooses to Lease, the Customer commits to payment options agreed to in a High Tech Agreement. A 50% refundable deposit, which is required based on an approved High Tech Agreement, will be returned following Project completion and receipt of payment, in full, from the leasing company and payment(s) to High Tech for approved Change Orders not covered in the Lease. Portions of the refundable deposit may be applied to any Change Orders approved during the Project.

Assignment

8.1. The Services provided by High Tech are fully assignable/transferable by High Tech. The Customer may not assign/transfer or delegate their rights or duties for the Services provided by High Tech either in whole or in part without prior written consent by High Tech, which will not be unreasonably withheld. All existing conditions and obligations shall be fully binding and enforceable as against all permitted assignees and successors.

Shipping

9.1. Unless otherwise agreed by High Tech in writing, products are sold F.O.B. High Tech, and the Customer has responsibility for any applicable costs for shipping from High Tech.

9.2. Claims for loss, damage, shortages, delays or failures in shipment or delivery must be reported immediately in writing by the Customer to High Tech at service@hightechcommunications.ca.

9.3. High Tech shall be excused and shall not be liable for any delay or damage in the delivery or shipment of products, or for any damage suffered by the Customer by reason of such delay, if such delay is caused, directly or indirectly by:

9.3.1. the Customer's request.

9.3.2. strikes, fires, wars, acts of God, and Force Majeure.

9.3.3. subcontractor default.

9.3.4. shortages in labour or materials and /or the inability to obtain labour or materials through High Tech's usual and regular sources or at prices and upon terms reasonable to High Tech.

9.3.5. governmental regulations or other causes similar or otherwise beyond High Tech's control.

9.4. High Tech shall have the additional right, in the event of any of the foregoing contingencies, at its option, to cancel an order or any part thereof without any resulting liability.

9.5. High Tech shall have the right, for credit reasons or because of the Customer default, to withhold shipments, in whole or in part, and to recall products in transit, retake same, and repossess all products without the necessity of taking any other proceedings, and the Customer consents that all the products so recalled, retaken or repossessed shall become High Tech's absolute property, provided that the Customer is given full credit. The foregoing shall not be construed as limiting, in any manner, any of the rights or remedies available to High Tech.

9.6. Any delivery not in dispute shall be paid for regardless of other controversies relating to other delivered or undelivered products.

Product Returns

10.1. High Tech may, in its sole discretion, accept product returns for credit or exchange within 30 days of receipt. No product may be returned to High Tech for return/exchange or repair, whether in or out of warranty, without prior written authorization from High Tech. Before returning products, please contact High Tech’s Customer Service department at service@hightechcommunications.ca.

10.2. Authorized returns must be shipped by the Customer freight prepaid to:

High Tech Communications

158 Don Hillock Drive, Unit 8

Aurora, Ontario, L4G 0G9.

10.3. Each return for credit or exchange must be accompanied by a Return Authorization Service Order Number (RASO) issued by High Tech. All products returned for credit or exchange must be:

10.3.1. returned to High Techs offices within 15 days of receipt of RASO by the Customer.

10.3.2. in its original packaging.

10.4. All products returned for credit or exchange are subject to a minimum twenty percent (20%) re-stocking charge, plus all transportation charges.

10.5. Opened cartons and/or used products are subject to refusal and/or a used product adjustment as determined by High Tech in its sole discretion.

10.6. Custom made or branded products and products manufactured to the Customers specification are not subject to return for credit under any circumstances.

10.7. Upon receipt of authorized returns and subject to acceptable inspection, High Tech will issue appropriate credit.

Service and Maintenance Support

11.1. High Tech provides corrective maintenance or repair of the Customer’s equipment during High Tech regular business hours which are Monday to Friday 8:00am to 5:00pm except Statutory Holidays.

11.2. Regular Service calls for Customers without a valid High Tech MSA or with a valid Basic MSA will be responded to (acknowledged) by the next business day or better.

11.3. Regular Service calls for Customers with a valid Standard or Enhanced MSA will be responded to (acknowledged) within four regular business hours.

11.4. Remote Tier 1 telephone support from a Manufacturer trained and certified High Tech personnel, will be provided during regular business hours at no charge for Customers with Basic, Standard, and Enhanced MSA agreements in good standing.

11.5. A major emergency shall be anything which substantially affects the Customer’s use of High Tech supported Equipment or Services that impacts services across the company. In the case of a major emergency, High Tech will respond and provide corrective maintenance or repair regardless of the Maintenance Plan (charges may apply). Technician response time (acknowledgement) will be within 2 hours or less, 24 hours per day, 7 days a week. Note: Do NOT email Emergency Service requests. Please call 905-853-2335 Option 1.

11.6. Maintenance or repair provided by High Tech for a Customer with a valid MSA does not cover or include labour or materials necessary to repair damage caused by the negligence or willful act or omission by the Customer or any third party, including but not limited to, accident, abuse, Force Majeure, or any other damage.

11.7. For Customers with a valid MSA from manufacturers for equipment covered by the MSA who provide software upgrades and revisions, High Tech will allocate required support to your MSA to resolve reported issues. If the upgrade or revisions are installed for reasons other than to resolve a reported issue(s) the software will be provided at no charge, but High Tech labour will apply. High Tech assumes no responsibility if the Customer performs software upgrade(s) without contracting High Tech.

11.8. If a Manufacturer discontinues the support of hardware or software, High Tech will provide a resolution to reported issues with best effort and timing.

11.9. High Tech is not obligated to provide any maintenance or repair service under the terms and conditions of a Valid MSA for any Customer’s Equipment or Service(s) that:

11.9.1. has been serviced, installed, altered, adapted, repaired, or relocated by any person other than High Tech, except where High Tech has previously agreed to such changes in writing.

11.9.2. has been transferred in title without the written consent of High Tech (which consent shall not be unreasonably withheld).

11.9.3. displays defects which are the result of mishandling, abuse, misuse, installation, or maintenance by anyone other than High Tech, or improper storage or operation by the Customer or any third party.

11.9.4. has been damaged by any external cause whatsoever including, without limitation, use in conjunction with equipment or software which is incompatible.

11.9.5. has not been used continuously in accordance with the environmental conditions outlined in the Equipment manufacturer’s specifications.

11.10. High Tech can provide servicing and maintenance of a Database(s) and System(s) back-ups if included in a Managed Service Agreement.

11.11. Before High Tech agrees to provide service or maintenance on equipment or Services previously supported by others, additional charges may be required to have High Tech technical staff visit site(s) to start the process of ensuring the system(s) can be maintained in a good working order.

11.12. High Tech will provide Service and Maintenance for additional equipment added to the system on a Time and Material basis unless the Customer has the items added under a MSA (additional applicable annual charge(s) will be pro-rated on an existing MSA at the time of purchase). Additional equipment not supplied by High Tech as Customer equipment is subject to the acceptance of High Tech.

Services Interruption

12.1. High Tech may interrupt the Services to the Customer at any time for any duration of time, without any notice or liability, to install, inspect, repair, replace or to perform necessary maintenance on the telecommunications equipment, facilities, network or for other technical reasons. Service may also be interrupted due to suspended or terminated Services or as a result a “Force Majeure Event”.

12.2. Service interruption may occur due to poor or lack of internet connectivity, power failure, call blocking, computer viruses and other connectivity Issues. It is the responsibility of the Customer to remedy these connectivity issue if the service(s) are not provided by High Tech.

12.3. Where possible, High Tech will endeavour to provide the Customer with reasonable notice of any anticipated interruption and the expected duration of same.

12.4. High Tech does not guarantee uninterrupted working of its equipment and/or Services. High Tech shall not be liable to the Customer, any user or other person, for damages resulting from mistakes, omissions, interruptions, delays, errors in transmission, failures, or defects in equipment or for any other cause.

Force Majeure:

13.1. Except for payment obligations, neither party shall be liable for any failure of or delay in performance requirements to the extent such failure or delay is due to circumstances beyond its reasonable control, including, without limitation, acts of God, acts of a public enemy, pandemics, fires, floods, wars, civil disturbances, sabotage, explosions, cyber-attack (hacking and DDOS), criminal activity, accidents, insurrections, terrorism, blockades, embargoes, storms, service interruption by a Telecommunications Services Provider, or connectivity delays with internet providers outside of our reasonable control, labour disputes (whether the employees' demands are reasonable and within the party's power to satisfy), acts of any governmental body, failure, or delay of third parties or governmental bodies from whom approvals, authorizations, licenses, franchises, or permits must be obtained, or inability to obtain labour, materials, equipment, or transportation or illness of High Techs’ technical staff (collectively referred to herein as "Force Majeure"). Each party shall use reasonable efforts to minimize the duration and consequences of any failure of or delay in performance resulting from a Force Majeure event.

13.2. In the event of a Force Majeure High Tech is not required to have technicians work during periods or at places where their safety or health could be in jeopardy and in any event will not require technicians to go on site.

13.3. If the Customers work is substantially changed due to a Force Majeure, High Tech will evaluate the need for change to any Services to the Customer and related change of service fees.

Dispute Resolution

14.1. All claims and disputes are to be settled by binding arbitration unless they are of an amount which can be handled within the Small Claims Court of the jurisdiction of High Tech.

14.2. High Tech and the Customer agree they waive the right to bring a lawsuit based on such claims or disputes other than in Small Claims Court.

14.3. Before commencing any arbitration proceedings, the aggrieved party must first present the claim or dispute in writing to the other party.

14.4. The parties shall have 30 days to resolve the claim or dispute. If not resolved, then the aggrieved party may commence arbitration proceedings.

14.5. The arbitration shall be conducted by the Canadian Arbitration Association or a mutually agreed upon dispute resolution service and the parties shall be bound by any and all rules of the Canadian Arbitration Association. Any decision or award as a result of any such arbitration proceeding shall be in writing and shall provide an explanation for all decisions. Arbitration shall be conducted by an arbitrator experienced in Information Technology Services. The Arbitrator shall include a written record of the arbitration hearing. An award of arbitration may be converted to judgment in a Court of competent jurisdiction. The location of arbitration shall be in the province and home regional municipality of High Tech.

14.6. The arbitrator shall have the power to order one party to contribute to the reasonable costs and expenses of the other party, or to pay all or any portion of the costs of the arbitration.

14.7. No legal action, regardless of form, arising out of a MSA, may be brought by either party more than one (1) year after the cause of action has arisen.

Termination/Order Cancellation

15.1. A High Tech Agreement may be terminated by the Customer prior to the expiration of its Initial Term or any Renewal Term(s) upon the occurrence of the following events:

15.1.1. If a High Tech Agreement includes defined service level parameters which are not met, and the escalation process has not been successful.

15.1.2. The Customer notifies High Tech with a minimum 30-day notification of their intent to cancel any or all the Services or to switch Services to another provider. Notices shall be in writing and delivered by personal delivery, certified or registered mail to High Tech Communications 158 Don Hillock Dr., Unit 8, Aurora, Ontario L4G 0G9. A delivery receipt to be obtained by the Customer and provided upon request.

15.1.3. Customer acknowledges the consequences as per the Section of this document Consequences of Cancellation, Expiration, Suspension or Termination.

15.2. A High Tech Agreement may be terminated or suspended by High Tech with notice and without incurring any liability whatsoever, prior to the expiration of its Initial Term or any Renewal Term(s) upon the occurrence of any of the following events:

15.2.1. Immediately if the Customer takes or suffers any action as a result of its indebtedness, such as an action in bankruptcy, an assignment for the benefit of creditors, the appointment of a receiver or trustee or the liquidation of all or substantially all its assets (each an "Insolvency Event").

15.2.2. If the Customer files protection under the Federal Bankruptcy Laws, or any bankruptcy petition or petition for receiver is commenced by a third party against the Customer, High Tech reserves the right to Terminate if conditions remain un-dismissed for a period of thirty (30) days.

15.2.3. Failure of the Customer to comply with its obligations in the Terms of Service after written notice by High Tech of the non-compliance and failure to correct the problem or acknowledge the problem and commitment to take corrective action in the future.

15.2.4. With immediate effect if any legal or regulatory change or license restriction is introduced which affects High Tech’s ability to provide Services or Hardware.

15.2.5. If the Customer's account is suspended and such suspension is not the Customers first suspension.

15.2.6. The Customer fails to pay an account that is past due, or the Customer provided payment by cheque, bank draft, credit card or pre-authorized deposit, which is not honoured by their bank, financial institution, or credit card company.

15.2.7. The Customer fails to provide interim payments as and when requested by High Tech.

15.2.8. The Customer fails to meet High Tech credit requirements as determined at the sole discretion of High Tech.

15.2.9. The Customer fails to comply with the terms of a deferred payment or credit approval with High Tech

15.2.10. The Customer (or anyone the Customer authorizes to act under these Terms of Service) violates or breaches any provision of High Tech’s Terms of Service.

15.2.11. The Customer fails to provide High Tech, its employees, agents, or subcontractors with reasonable entry and access to install, inspect, repair, replace or to perform necessary maintenance on the Customer’s Facilities or High Tech Equipment.

15.2.12. High Tech does not provide, or no longer provides, the requested Service in Customer area.

15.2.13. The Customer uses or permits others to use any of the Services for a purpose or in a manner that is contrary to law (including decisions, rules, or orders of the CRTC), or for the purpose of making harassing, threatening, abusive, annoying offensive calls, posts, or emails.

15.2.14. The Customer charges or allow others to charge any other person for the use of the Services without High Tech’s prior written approval (in the event the Customer is interested in reselling any of the Services, the Customer may contact High Tech at 1-905-853-2335 for further details).

15.2.15. The Customer directly abuses High Tech provided Services or Third-party Services that impact High Tech.

15.2.16. The Customer harasses, threatens, or otherwise acts unreasonably towards High Tech, its employees, subcontractors, or agents, in relation to the Services, including without limitation, by making numerous unwarranted requests for credits.

15.2.17. The Customer alters or otherwise interferes with High Tech facilities or equipment or fails to replace or modify equipment or facilities which may harm, damage, interfere or pose a danger to others, the Services, or High Tech’s Equipment or Network.

15.2.18. The Customer fails to provide payment for other related accounts with High Tech, such as and including amounts owed by the Customer as a guarantor for the account of another person, corporation, or entity.

15.2.19. The Customer fails to comply with High Tech’s Acceptable Use Policy (AUP), as posted on the High Tech’s website and updated from time to time, or with the AUP of the underlying carrier or Services provider.

15.2.20. If High Tech has been unsuccessful in its reasonable attempts to contact the Customer in relation to a proposed suspension or termination, High Tech is permitted to proceed with the suspension or termination.

15.3. A High Tech Agreement may be terminated or suspended by High Tech without notice and without incurring any liability whatsoever, prior to the expiration of its Initial Term or any Renewal Term(s) upon the occurrence of any of the following events:

15.3.1. where immediate action must be taken to protect High Tech Equipment, High Tech’s network or connections.

15.3.2. to protect the safety or security of others (including protection against abusive behaviour).

15.3.3. to stop the commission of any offence (including fraud).

15.3.4. to ensure compliance with any law, court order, ordinance, or other legal requirement.

15.3.5. suspicion or evidence of fraud.

15.3.6. in an emergency or to comply with a lawful order.

Consequences of Cancellation, Expiration, Suspension, or Termination

16.1. Should the Customer be in default of payment, break of Agreement(s), abandon, or dispose of equipment, High Tech is entitled to immediate payment, repossession of equipment with prior payments forfeited for liquidated damages as reasonable compensation for the use of equipment, injury to, depreciation and expenses. High Tech may without process of Law and without hinderance or opposition from the Customer enter upon any premise and take possession of equipment with out being liable for trespass.

16.2. The cancellation of orders by the Customer is subject to applicable restocking charges (20%) on equipment and payment for any High Tech or subcontractor labour expended until the time of the cancellation.

16.3. Upon termination of High Tech service(s) for any reason contained herein, High Tech will be entitled to immediately cease providing Services to the Customer.

16.4. Notwithstanding the expiration or termination of High Tech service(s) for any reason, the provisions that, by their nature survive termination, will continue to apply.

16.5. Both parties agree to work cooperatively to transfer equipment and Services as directed by the Customer to another service provider or to the Customer at the Customers expense.

16.6. If the Customer terminates for any reason prior to the end of the term the Customer shall immediately pay High Tech for the initial contracted quantity for any remaining time left on the term.

16.7. The Customer is responsible for all usage-based charges that may occur until the termination takes effect at which time applicable invoicing will be issued.

16.8. The Customer shall immediately pay High Tech for all unpaid invoiced amounts. Failure of the Customer to pay all invoiced amounts may result in the repossession of equipment and the discontinuation of Services. The loss or destruction of equipment does not release the Customer from payment in full.

16.9. Should High Tech take possession of equipment due to unpaid invoice amounts High Tech may on giving any notice required by the Conditional Sales Act, sell the equipment at public auction or private sale or by process of law. High Tech may charge against the proceeds of the sale, the cost and expense of repairing or putting the equipment in proper shape for sale and of its cost and expenses associated with the sale. High Tech may after deducting the net amount resulting from a sale from the amount owing by the Customer will recover any balance owing by the Customer by legal action.

16.10. Customer shall have the right to redeem equipment repossessed by High Tech within twenty (20) days of repossession upon paying the balance of all amounts owing including costs and expenses. After 20 days the Customer will have no claim against High Tech pertaining to equipment or any payments made.

16.11. Customer shall not be entitled to any refund by High Tech for any payments made in advance.

16.12. Within fifteen (15) business days prior to the expiration, or the earlier termination of a High Tech Agreement, the Customer shall request the removal of their equipment (which shall include any hardware or software licensed by the Customer from a third party) from High Tech’s facility(ies). If the Customer fails to request the removal of their equipment, High Tech may, without prior notice to the Customer, disconnect, remove, and dispose of Customer’s equipment at the Customer’s expense.

16.13. Customer shall be responsible for providing access to High Tech technicians to remove any software licenses and monitoring tools covered under a High Tech Agreement Failure to provide this access will result in the Customer continuing to be responsible for 100% of the amount of the monthly reoccurring payment until access is allowed and the licenses and tools removed.

16.14. Customer shall be responsible for transferring of Services (I.e., backups, email) to a system administered by the Customer or others on its behalf and for paying any costs of transferring and/or setting up backups from the system maintained by High Tech. If the Customer does not provide for any transfer of Services, they shall be terminated and deleted immediately following the 30-day Notice of Termination or Notice of Default. Customer assumes all responsibility for its Services and High Tech has no responsibility to retain records. In the event prior to the end of the 30 days, Customer places its Services on site or with a vendor then it shall notify High Tech so Services can be terminated. High Tech has no responsibility for backups, email or other Services beyond 30 days following Notice of Termination or Notice of Default under a High Tech Agreement

16.15. Customer is entirely responsible to redirect all of Customer’s MX (mail exchange) records away from the email filter system and redirect email to its server or it must provide High Tech access to its network information and equipment to take those steps. Upon termination of email filtering services email will fail if the Customer has not taken these steps or requested and allowed High Tech to take those measures. The Customer understands the above and accepts this responsibility and the consequences if it fails to cooperate or act. The Customer acknowledges that upon termination of the email filtering, if these steps are not allowed or taken, email will not be available and there is no recourse whatsoever to High Tech.

16.16. The Customer will pay the High Tech associated cost of transferring their Services which will include hourly charges for technicians to accomplish the transfer.

Liability

17.1. High Tech shall not be liable to the Customer or any of its affiliates for any damages (even if High Tech has been advised of the possibility of such damages), whether incidental, direct, indirect, special, consequential, or punitive damages arising from disruption of Services or equipment provided herein, including but not limited to:

17.1.1. loss of profits or revenue.

17.1.2. loss of use of equipment.

17.1.3. lost data.

17.1.4. loss to person or property.

17.1.5. costs of substitute equipment.

17.1.6. economic loss.

17.1.7. downtime costs.

17.1.8. costs of substitute goods or Services.

17.1.9. lost goodwill.

17.1.10. loss from work stoppage.

17.1.11. costs of overhead.

17.1.12. loss of anticipated benefits.

17.1.13. for negotiations and licensing fees for performance rights relating to recorded or broadcast music usage or its access by equipment.

17.2. If a collection action is initiated by either party or if High Tech has to defend any action by the Customer, High Tech is entitled to its reasonable attorney fees and expenses to be paid by the Customer. The Customer agrees to indemnify and hold harmless High Tech against 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 the Services, the Customer’s codes, facilities, or equipment, which cause direct or indirect damage or harm to another party or to the property of another.

17.3. High Tech recommends Customer carries adequate liability, property and cyber insurance covering any damage to its network or data as well as to any users/employees of the Customer.

17.4. If or when the Customer transitions to home or alternative networks, High Tech will make best effort to make connections and serviceability. However, home, or alternative networks may not have adequate internet connectivity and equipment for voice or data to effectively work. High Tech is not responsible for inadequacies in those home or alternative networks or to secure those connections. Home equipment may not be as secure and may not have High Tech’s software and security features. High Tech is not responsible for the security of the home or alternative networks, except were expressly contracted to do so in a High Tech Agreement.

17.5. High Tech is not liable if the Customer modifies, creates any derivative work of, or incorporates any other software into the computer software programs or any portion thereof with the exception of allowing High Tech approved automatic updates to commence or confirming the installation of an automatically scheduled update or fully supported software for which Customer has purchased technical support and has scheduled such installation with High Tech.

17.6. High Tech shall not be responsible for maintenance of or for repair of errors or malfunctions caused by any installation, modification or enhancement to the Programs made by the Customer or by anyone other than High Tech unless High Tech has agreed in writing.

17.7. The Customer’s sole and exclusive remedy for any complaint arising out of or relating to a MSA or any breach thereof shall be the maintenance or repair of the Customer’s Equipment in accordance with the level of High Tech service selected.

17.8. High Tech is not liable for any loss of Services due to Termination and/or Suspension.

17.9. Without incurring liability, High Tech may at any time and without notice to the Customer, change, or modify any Services, in whole or in part (including reasonable changes to rates or charges). In the event of any such change or modification, the Customer will continue to be responsible for paying all charges incurred for use of the Services including any charges arising out of the change or modification.

17.10. Neither High Tech nor its officers, directors, employees, affiliates, agents, other service provider(s) or vendor(s) who furnishes Services or products to customer in connection with a High Tech Agreement for service(s) will be liable for:

17.10.1. any delay or failure to provide the Service(s), at any time or from time to time, or any interruption or degradation of quality.

17.10.2. any act or omission of an underlying carrier, service provider, vendor or other third party.

17.10.3. equipment, network, or facility failure.

17.10.4. equipment, network, or facility upgrade or modification.

17.10.5. unauthorized access to High Tech’s or the customer's facilities or premises equipment resulting in alteration, theft or destruction of the customer's data files, programs, or information through accidental, fraudulent means or any other methods, regardless of whether such damage occurs as a result of High Tech’s, its service provider’s, or vendor’s negligence.

17.10.6. any defacement or damage to customer’s premises resulting from High Tech’s equipment and wiring on such premises or from the installation, maintenance, or the removal there of. When the Customer is not the owner of such premises, they shall indemnify and save High Tech harmless for claims of any defacement or damage.

17.10.7. to any Customer, user or other person for any damages or injuries sustained by reason of any fire, explosion, or other occurrence, resulting from the installation, use or operation of any Services, instrument or equipment in any place where the atmosphere is or becomes inflammable or explosive.

17.10.8. Force Majeure.

17.10.9. equipment or facility relocation.

17.10.10. capacity shortages.

17.10.11. service, equipment, network, or facility failure caused by the loss of power to the Customer.

17.10.12. outage of Customer's ISP or broadband service provider.

17.10.13. its failure, for any reason, to activate any Services on the activation date the Customer requested, or the activation date provided to the Customer by High Tech.

17.10.14. the Customers conduct, acts or omissions, or the operation or failure of their equipment or their Facilities, including any unauthorized use of the Services and any circumstances under which the Customer Facilities are, or become, incompatible or inadequate for utilization of a Service.

17.10.15. any failure or mistake including High Tech's performance or nonperformance, any act or omission in connection with supplied Service(s).

17.10.16. any charges by third parties, including other service or facility providers for Services the Customer may have contracted in lieu of High Tech.

17.10.17. any other cause that is beyond High Tech's control, including without limitation a failure of or defect in any equipment, the failure of an incoming or outgoing communication, the inability of communications (including without limitation 911 dialing) to be connected or completed, or degradation of voice quality.

17.11. In no event shall High Tech, its Officers, Directors, Employees, Affiliates, Agents or any other Service Provider who furnishes Services to the Customer be liable for any direct, incidental, indirect, special, punitive, exemplary, or consequential damages, or for any other damages, including but not limited to loss of data, loss of revenue or profits, or damages arising out of or in connection with the use or inability to use the Service(s) , including inability to be able to dial 911 or to access emergency service personnel through the service. The limitations set forth herein apply to claims founded in breach of contract, breach of warranty, product liability, tort and any and all other theories of liability and apply whether or not High Tech was informed of the likelihood of any particular type of damages.

Indemnification

18.1. The Customer agrees to defend, indemnify, and hold harmless High Tech, its Officers, Directors, Employees, Affiliates, Agents and any other Service Provider who furnishes Services to the Customer in connection with a High Tech Agreement or the Service, from any and all claims, losses, damages, fines, penalties, costs and expenses (including, without limitation, reasonable attorney fees) by, or on behalf of, the Customer or any third party or user of the Customer's Service, relating to the Services, including 911 dialing. This paragraph shall survive termination of a High Tech Agreement.

Warranties

19.1. High Tech warranty coverage, if applicable, only applies to equipment and applications sold and installed by High Tech.

19.2. Implied Warranties are expressly disclaimed by High Tech. If the Customer purchases equipment from High Tech, it understands and agrees that High Tech will look to the manufacturer for all remedies and warranties and agrees that High Tech is not responsible for the functioning of the equipment and has not made any express or implied warranties. For any hardware or software provided by High Tech where a manufacturer's warranty is applicable, customers will be assisted on a time and material basis.

19.3. When troubleshooting warrantied equipment High Tech will invoice if it is determined that the failure has been caused by any of the following reasons not directly supported:

19.3.1. malfunctioning equipment or Services installed and maintained by Customer or other 3^rd party.

19.3.2. the Customer or 3^rd party-initiated changes to programming, configuration, or components.

19.3.3. 3^rd party issues (changes or faults with service and software i.e., CRM, ISP, PM, TELCO etc.).

19.3.4. network security issues i.e., virus, spam, malware, and updates (or lack thereof of).

19.4. The Customer agrees to all Manufacturers Terms and Conditions for the purchase, use, installation, and maintenance related to the product that has been purchased even if High Tech has agreed to those Terms and Conditions on behalf of the customer.

19.5. High Tech provides a limited 30 day Workmanship Warranty for the following:

19.5.1. Implementation of the Customer approved design.

19.5.2. Equipment installation.

19.5.3. Structured Cabling.

19.6. Verbal statements and/or descriptions concerning the service or equipment, if any, by High Tech or High Tech's Officers, Directors, Employees, Affiliates, or Agents are informational and are not given as a warranty of any kind.

Sales and Marketing

20.1. High Tech may use the Customers’ information to provide newsletters, marketing or promotional materials and other information that is related.

20.2. All High Tech marketing campaigns adhere to the principles laid out in Canada's anti-spam laws (CASL).

20.3. The security of the Customers’ information is important to us but remember that no method of transmission over the Internet, or method of electronic storage, is 100% secure. While we strive to use commercially acceptable means to protect Customer Information, we cannot guarantee its absolute security.

20.4. To ensure the processing of data is lawful, fair, and transparent, High Tech will always implement clear opt-in and out mechanisms for marketing subscriptions.

20.5. While we endeavour to ensure that the information on the High Tech web site is correct, we do not warrant the accuracy and completeness of the material on the site. We may make changes to the material on the site, at any time without notice. The material on the site may be out of date, and we make no commitment to update such material.

20.6. The High Tech website may contain links to third-party websites or Services that are not owned or controlled by High Tech. High Tech has no control over and assumes no responsibility for, the content, privacy policies, or practices of any third-party web sites or Services. The Customer further acknowledges and agrees that High Tech shall not be responsible or liable, directly, or indirectly, for any damage or loss caused or alleged to be caused in connection with use of or reliance on any such content, goods, or Services available on or through any such web sites or Services.

Changes to this Policy

1.1. By purchasing Products or Services from High Tech Communications (“High Tech”) the Customer (“Customer” or the “User”) accept all High Tech Terms of Service and agree to be bound by them. High Tech reserves the right to change any/or all High Tech Terms of Service and associated documents at any time by posting an updated version on this website. The Customer is encouraged to check this page periodically to take notice of any changes.

Waiver

2.1. Any failure or delay in High Tech exercising or enforcing this policy shall not constitute a waiver of this policy or of any other right or remedy.

Reporting Abuse

3.1. If the Customer becomes aware of misuse of High Tech provided Services by any person, please contact High Tech at 1-905-853‐2335 or abuse@hightechcommunications.ca.

3.2. We may investigate any complaints and violations that come to High Tech’s attention and may take any actions that we believe are appropriate, including, but not limited to issuing warnings, removing the content, or terminating accounts.

Terms of Acceptable Use

4.1. The Customer may not use Services:

4.1.1. in any manner that encumbers system or network resources to the point that usage causes interference with other Customers' normal use of the Services, either on our system or network or any remote system or network.

4.1.2. that create an unusually large burden on High Tech’s network which may affect or impede other users’ abilities to utilize the Service from High Tech and/or violating any restrictions on bandwidth, data storage and other limitations on the Customer’s Service.

4.1.3. with auto dialers.

4.1.4. in a manner that can be interpreted as abusive or fraudulent.

4.1.5. to make or attempt to make any unauthorized intrusion or entry into any part of, to violate or attempt to violate the security or integrity of, or to interfere or attempt to interfere with the proper operation of, our Services, system, network of any other person (including, without limitation. any other Customer of High Tech).

4.1.6. attempts to scan, access, probe, infiltrate or investigate another computer system or network without consent by the owner or licensee of that network, including the use of “packet sniffers,” password guessing programs, cracking tools, ping bombers or network probing tools.

4.1.7. in any manner or for any purpose that violates a law, regulation, or ordinance, whether local or foreign law including without limitations those related to electronic recordings of conversations or violates the High Tech Terms of Service.

4.1.8. in any way which may result in or forms a part of a criminal offence, violates any applicable law, statute or regulation (including the Canadian Anti-Spam Legislation), or which gives rise to civil liability, whether in Canada or elsewhere, including but not limited to obscenity, communication of hate literature, child pornography and uttering threats, whether regarding bodily harm or damage to property and including for any use prohibited by the Unsolicited Telecommunications Rules promulgated by the CRTC

4.1.9. in any manner that may infringe upon or violate any copyright, trademark, service mark, patent, trade secret, other intellectual property, personal right, or any third party.

4.1.10. to impersonate any person or to misrepresent an affiliation with any person.

4.1.11. to transmit any information that the Customer does not have a right to transmit, whether because of a contractual obligation such as a confidentiality or non‐disclosure agreement or otherwise.

4.1.12. to send unsolicited or unauthorized advertising, promotional materials or any other form of solicitation or spam.

4.1.13. to transmit any information that is unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, pornographic, libelous, hateful, racially, ethnically, or otherwise objectionable.

4.1.14. to transmit, send, place or post unsolicited telephone calls, texts, or other information.

4.1.15. to knowingly or unknowingly transmit anything that contains corrupted data or that contains a virus, Trojan horse, worm, time bomb, keystroke loggers, spyware, or cancelbot, or any other computer programming routine or engine that is intended to damage, detrimentally interfere with, surreptitiously intercept, or expropriate any system, data, or information.

4.1.16. to use Internet Relay Chat (IRC) servers or bots connected to public IRC networks or servers.

4.1.17. to decipher, decompile, disassemble, or reverse engineer any elements of our system or network or of any system or network of any other person, or to attempt to do so.

4.1.18. to perform any form of security testing (also known as penetration testing) on any system we manage without our express prior written authorization.

4.1.19. to exploit or harm minors (e.g., expose them to inappropriate content; ask for personally identifiable information without parental consent.).

4.1.20. to enable any third‐party SMS Services (i.e., High Tech DIDs cannot be used to enable third party SMS Services).

4.1.21. as an Internet Services Provider business or operating a server in connection with the Services without our consent.

4.1.22. exporting or transferring, whether directly or indirectly, any regulated item or information to anyone outside Canada in violation of any export control laws, statutes and regulations of the government of Canada or any other applicable jurisdiction in which the Customer operates or conducts business.

4.1.23. posting, transmitting, uploading, downloading, reproducing, or distributing any content in violation of any strictures of confidentiality, intellectual property rights or privacy rights which may apply to the Customers use of, collection of or disclosure of any content.

4.1.24. in an unattended automated operation, including but not limited to point-of-sales applications or simulating network activity to avoid session inactivity disconnection.

4.1.25. engaging in account sharing, including allowing unauthorized third parties to use the Services.

4.1.26. for any commercial purposes except as authorized by High Tech.

4.1.27. to alter, reproduce or tamper with the Services or any function, component, or identifier of the Customer equipment, such as the electronic serial number (ESN) or international mobile equipment identity (IMEI) that is not meant to be altered, reproduced, or tampered with.

Prevention and Violation of AUP

5.1. The Customer will immediately notify High Tech of any known or suspected Incident (a breach of security) and will use best efforts to stop an Incident and will require Users to notify High Tech of such.

5.2. If High Tech suspects, or becomes aware of, an Incident, High Tech may investigate, and the Customer will and will require Users to cooperate in any such investigation.

5.3. High Tech may suspend or terminate the Services immediately in the event of a violation of the AUP and may also, at its sole discretion, refuse to post or remove any content, in whole or in part, which it deems to be in violation of the AUP.

5.4. We reserve the right to report illegal activities to government authorities and to assist them fully in any lawful prosecution or investigation.

5.5. High Tech may perform checks of calls originating from User telephone numbers against known or suspected robocallers and robocall characteristics, and from time to time, including where required by a regulator, traceback certain User calls to determine the origin.

5.6. The Customer agrees to provide a single point of contact to work with High Tech on incidents or alleged illegal calls, including tracebacks, and fully cooperate with High Tech (and any regulator) to address same.

5.7. High Tech will not take on any responsibility or assume any liability for the Customer’s acts or omissions in using the Services.

5.8. High Tech will assume no liability or responsibility, whether in contract, tort or through statute, for any damages the Customer may sustain due to compromised security. High Tech has no obligation to monitor Customers use of the Services or the Customer account, however we do have the right to do so from time to time and, at High Tech’s discretion, we may disclose any information about the Customer that High Tech suppliers may require or that is required to be disclosed at law and the Customer consents to any such disclosure.

5.9. High Tech reserves the unilateral right to manage High Tech networks in order to optimize efficiency for the benefit of all customers, and without limitation, High Tech may engage in:

5.9.1. rate limiting.

5.9.2. rejection or removal of spam or unsolicited bulk e-mail.

5.9.3. use of anti-virus mechanisms or tools.

5.9.4. protocol filtering.

5.10. Our preference will be to communicate with the Customer if a violation of the AUP has taken place and allow for the possibility of remediation by the Customer. However, we are not bound to do so and nothing in this AUP limits High Tech’s actions or remedies in any way with respect to any of the foregoing activities or violation of this AUP by the Customer.

5.11. High Tech may take any and all additional actions High Tech deems appropriate to deal with any violation by the Customer of the AUP, including but not limited to recovering from the Customer the costs and expenses of identifying offenders and removing them from access to or use of the Services, and any other rights and remedies available to High Tech.

5.12. Complaints regarding email or Usenet abuse, spam or illegal use of the Services, or network security issues may be sent to abuse@hightechcommunications.ca.

5.13. Customer acknowledges that agents or other users of the Services (“Users”) may violate one or more of the listed prohibitions, but High Tech assumes no responsibility or liability for such violation. High Tech also reserves the right not to take any action.

5.14. Under no circumstances will High Tech be liable in any way for any data or other content available on a Site, viewed or actions taken while using the Services, including, but not limited to, any errors or omissions in any such data, content or activity or any loss or damage of any kind incurred as a result of the use of, access to, or denial of access to any data, content or activities incurred from the actions taken on a Site.

5.15. High Tech does not endorse and has no control over what users or agents post, submit to or do on a Site.

5.16. The Customer acknowledges that High Tech cannot guarantee the accuracy of any information submitted by any agent or user of a Site, nor any identity information about any agent or user. High Tech reserves the right, in its sole discretion to reject posting or other data, or to restrict, suspend, or terminate any user’s or agent’s access to all or any part of Services or any Site at any time, for any or no reason, with or without prior notice, and without liability.

5.17. High Tech reserves the right to investigate and take appropriate action against anyone who, in High Tech’s sole discretion, is suspected of violating these Rules of Use.

5.18. Customer agrees that unlimited features are for reasonable business use, and any excessive use over the average monthly usage of Services shall be presumed to be unreasonable, in the event of Customer’s excessive use High Tech may in its sole discretion:

5.18.1. bill the Customer a monthly overage charge

5.18.2. suspend or terminate the Services provided to the Customer.

Responsibility for the Content of Customer Communications.

6.1. The Customer agrees to notify High Tech promptly if it becomes aware of any fraudulent or unauthorized use of its Account, Service, or Equipment. High Tech shall not be liable for any damages whatsoever resulting from fraudulent or unauthorized use. The payment of all charges of the Customer’s account shall be and remain the responsibility of the Customer.

6.2. The Customer is solely responsible for maintaining the confidentiality of the Customer’s Login, and will not transfer Login, email address or password, or lend or otherwise transfer use of or access to the High Tech Services, to any third party.

6.3. The Customer is solely responsible for any and all activities that occur under the Customer’s account.

6.4. The Customer will comply with applicable foreign, federal, provincial, and local law in its use of the Services, including but not limited to laws regarding privacy, online behavior, acceptable content, and the transmission of equipment and information under applicable export laws.

6.5. Recognizing the global nature of the Internet, the Customer also agrees to comply with applicable local rules or codes of conduct (including, if applicable, codes of conduct or policies imposed by employers) regarding online behavior and acceptable content.

6.6. Use of the Services is void where prohibited.

6.7. The Customer will immediately notify High Tech of any unauthorized use of the Customer’s account, or any other breach of security related to the Customer’s account or the High Tech Services, and to ensure that the Customer completes a “log off”/exit from the Customer’s account (if applicable) at the end of each session.

6.8. High Tech is not liable for any loss or damage arising from the Customer failure to comply with any of the foregoing obligations. In consideration for using the High Tech Services, the Customer will:

6.8.1. provide certain current, complete, and accurate information about the Customer when prompted to do so.

6.8.2. maintain and update this information as required to keep it current, complete, and accurate.

6.9. The Customer warrants that any such information will be accurate. The Customer agrees that the Customer is solely responsible for the content of all visual, written, or audible communications (“Content”) sent by the Customer or displayed or uploaded by the Customer in using the Services. Although High Tech is not responsible for any such communications, High Tech may delete any such communications of which High Tech becomes aware, at any time without notice to the Customer.

6.10. The Customer is solely responsible for use of the Services and for access to or use of content which the Customer provides, uses or acquires while using the Services, and for obtaining any requisite legal permissions for use of content. In this AUP, “content” refers to all forms of communications, including but not limited to text, graphics, photographs, illustrations, images, drawings, logos, executable programs, audio recordings and audiovisual recordings.

6.11. The Customer is responsible for ensuring that the Customers computer system, at all times during the term that Services are provided to the Customer, meets High Tech’s stated minimum requirements for provisioning of the Services.

6.12. The Customer is to check any programming scripts used on the Customer’s website for potential “buffer-overrun” security risks and the Customer is solely responsible for any loss of information or downtime resulting because the Customer failed to do so.

6.13. An individual who has the ability to access the Customer account or the Services can cause damage, incur expenses, and enter into contractual obligations while using the Services. These are all the Customer’s responsibility, as is the implementation and maintenance of effective account and password protection and other security measures which a reasonable person would implement and maintain to deter inappropriate use of the Services, including security measures for any device which the Customer chooses to connect to the Services, and any data stored on that device.

6.14. High Tech cannot guarantee privacy. The Customer’s messages or content may be subject to interception by unauthorized parties. Any such use shall be at the Customer’s sole risk and High Tech shall be relieved from all liability in connection therewith.

6.15. At our request, the Customer will document any actions taken in response to incidents or alleged illegal call(s) and provide us with a copy of such documentation.

6.16. The Customer acknowledges and understands that there are Federal and Provincial statutes governing the electronic recording of telephone conversations and that High Tech will not be liable for any illegal use of the Service. Customer circumstances can vary widely, therefore Customers should carefully review their own circumstances when deciding whether to use the recording features of the Service and it is the Customer’s responsibility to determine if the electronic recordings are legal under applicable Federal and Provincial laws. High Tech is not responsible for any misinterpretation, lack of understanding or lack of knowledge regarding the use of electronic recordings or the use of its products by the Customer, whether legal or illegal, and the Customer will indemnify and hold High Tech harmless for any claims, damages, fines, or penalties arising out of the Customer’s failure to adhere to applicable electronic recording laws.