TERMS AND CONDITIONS

The services offered on this website (“Services”) and provided by Gold Line Telemanagement Inc. (Gold Line) are subject to the following Terms and Conditions. By visiting this website (Website”) You (“You” or the “User”) accept these Terms and Conditions and the terms and conditions of Gold Line’s Privacy Policy which are incorporated herein by reference, and agree to be bound by them. If You do not agree to these terms, then please do not use the Gold Line Website. Gold Line reserves the right to change or amend these Term and Conditions or Privacy Policy at any time and to notify You by posting an updated version of the Term and Conditions on this Website. The amended Terms and Conditions or Privacy Policy, as the case may be, shall be effective immediately upon posting.

1. INTELLECTUAL PROPERTY RIGHTS

(a) Intellectual Property Rights. The Services and any information and content including but not limited to any software programs, music, sound, photographs, video, graphic or other materials available on or through the Website (collectively, the "Contents") are owned by Gold Line and/or its licensors and are protected by applicable domestic and international copyrights, trademarks, service marks, patents or other proprietary rights and laws. You are strictly prohibited from and shall not record, copy, distribute, publish, perform, modify, download, transmit, transfer, sell, license, reproduce, create derivative works from or based upon, distribute, post, publicly display, frame, link, or in any other way exploit any portion of the Contents, in whole or in part. Any rights not expressly granted to You are reserved. Any violation of copyright laws may result in severe civil and criminal penalties. Violators will be prosecuted to the maximum extent possible.

(b) Limited License. Gold Line grants You a limited license to use the Services only as permitted herein and subject to these Terms and Conditions. As a condition of your use of the Contents, You agree not to use the Contents for any purpose that is unlawful or prohibited by these Terms and Conditions. The Contents are provided for personal use only. Any unauthorized commercial use of the Contents, or the resale of the Contents, is expressly prohibited. You also agrees to abide by all applicable local, provincial, federal, state, national and international laws and regulations and is solely responsible for all acts or omissions that occur under your account or password, including the content of your transmissions through the Contents used.

(c) Theft or Unauthorized Use of Service. You shall not use or obtain the Service in any manner that is contrary to or avoids Gold Line policies and procedures, including in an illegal or improper manner. You shall notify us immediately, in writing or by calling our customer support line, if you become aware at any time that your Service is being stolen, fraudulently used or otherwise being used in an unauthorized manner. When you call or write, you must provide your account number and a detailed description of the circumstances of the fraudulent use or unauthorized use of Service. Failure to do so in a timely manner may result in the disconnection of your Service and additional charges to you. Until such time as we receive notice of the theft, fraudulent use or unauthorized use, you will be liable for all stolen, fraudulent or unauthorized use of the Service. Gold Line reserves all of its rights at law and equity to proceed against anyone who uses the Services illegally or improperly.

(d) Prohibitions. You agree that You will not alter, modify, adapt, create derivative works, translate, deface, decompile, disassemble or Reverse Engineer the Software, or attempt to do so, or permit, acquiesce, authorize or encourage any other party to do the same. For the purpose of this Agreement, “Reverse Engineer” includes any act of reverse engineering, translating, disassembling, decompiling, decrypting or deconstructing (including any aspect of “dumping of RAM/ROM or persistent storage”, “cable or wireless link sniffing”, or “black box” reverse engineering) data, software (including interfaces, protocols and any other data included in or used in conjunction with programs that may or may not technically be considered software code), service, or hardware or any method or process of obtaining or converting any information, data or software from one form into a human-readable form.

(e) Geographical and Other Restrictions. Gold Line may, from time to time, based on local laws or otherwise, update these Terms and Conditions to provide limitations on the countries and/or carrier networks in or on which the Contents may be installed and/or used.

2. USE OF THE WEBSITE

(a) Third-Party Content and Websites. The Website may contain links to websites that are not owned or controlled by Gold Line. Gold Line assumes no responsibility for the content, privacy policies, or other practices of third-party websites. You are encouraged to read the terms and other policies of such websites. By using the Website, You agree that Gold Line shall not be liable in any manner due to your use of any third-party contents or website. In addition, Gold Line will not and cannot censor or edit the content of any third-party site. By using the Website, You expressly relieve Gold Line from any and all liability arising from your use of any third-party website.

(b) Transmission of Personal Data. You acknowledge and agree that by providing Gold Line with any personal or proprietary user information through the Website, You consent to the transmission of such personal or proprietary user information over international borders as necessary for processing in accordance with Gold Line's standard business practices. You should be aware that Linked Websites may contain transmission of personal data provisions that differ from the provisions provided herein. Gold Line is not responsible for such provisions, and expressly disclaims any and all liability related to such provisions.

(c) Nature of Content. The Website is not intended for use by children under the age of 13.

(d) Registration and Account. When registering your account, You must provide accurate and complete information as requested, including a valid email address.

(e) Username/Password. Gold Line may issue You a username and/or password or other means for access to certain portions of, or services provided via the Website. You must hold and secure any such information as strictly confidential. Accordingly, You shall not allow friends, family, business associates or other persons access to or use of such username or password. Gold Line shall not be responsible whatsoever in the event that your password is misappropriated by a third party. You must notify Gold Line immediately of any breach of security or unauthorized use of your account. Although Gold Line will not be liable for your losses caused by any unauthorized use of your account, You may be liable for the losses incurred by Gold Line or others due to such unauthorized use. Access to and use of password protected and/or secure areas of the Website is restricted to authorized users only. Unauthorized individuals attempting to access these areas of the Website may be subject to prosecution.

(f) Use of "Cookie" File Features. Gold Line reserves the right to store information on a user's computer in the form of a "cookie" or similar file for purposes of modifying the Website to reflect users' preferences. The Gold Line Privacy Policy provides additional information regarding Gold Line' use of cookies.

(g) Downloads. All content and software (if any) that is made available to view and/or download in connection with this site, excluding content and/or software that may be made available by end-users through a communication service, ("Software") is owned by and is the copyrighted work of Gold Line and/or its suppliers and licensors and is protected by copyright laws and international treaty provisions. Your use of the Software is governed by the terms of the software license agreement, if any, which accompanies or is included with the Software ("License Agreement"). You may not install or use any Software that is accompanied by or includes a License Agreement unless You first agree to the License Agreement terms. In the event that any Software is not accompanied by a license agreement, it shall be governed by these terms and conditions. You further agree that You will not download any content or software without complying with all applicable use controls, laws and regulations, and You warrant that You will not download any content or software where such downloading is prohibited by local laws.

(h) Use of Personal Contact Information Provided. Gold Line may use the personal contact information collected from you (email address, telephone number of postal address) to contact you for customer service and survey purposes. We may also use your contact information to send you marketing or promotional materials. You may opt out of receiving promotional and/or marketing materials by following the “Unsubscribe” link once you receive the first such communication from Gold Line.

3. PRICING, REGISTRATION, PAYMENT AND BILLING DISPUTES

(a) Pricing. Pricing for long distance services is as set forth on the Website and is subject to change from time to time. No notice of price changes will be given other than updating the prices on the Website.

(b) Registration After purchase of products or services of Gold Line, You must complete the registration process by providing current, complete and accurate information as required in the Registration Form in order to avoid problem of credit card abuse and fraudulent activities. Furthermore, You are entirely responsible for any and all activities that occur under the purchased product or service.

(c) Payment. Gold Line accepts major credit cards including, Visa and MasterCard. There is no surcharge for using your credit card to make purchases with Gold Line. Please be sure to provide the exact e-mail address, telephone number and the billing address your credit card bank has on file for you. Incorrect information may cause a delay in processing your order. Gold Line does not accept cash as a form of payment.

(d) Taxes. You are responsible for, and shall pay any applicable federal, provincial/state, municipal, local or other governmental sales, use, excise, and other taxes, fees and charges now in force or enacted in the future, that arise from or as a result of YOur subscription or use or payment for the Service. Such amounts are in addition to payment for the Service and will be billed to your credit card. If You are exempt from payment of such taxes, You must will provide Gold Line with an original government-issued certificate attesting to tax-exempt status. Tax exemption will only apply from and after the date Gold Line receives such certificate.

(e) Billing Disputes. Whether You have paid by credit or debit card, You must notify Gold Line in writing within seven (7) days after receiving your credit card statement or from the time funds are debited from your account if You dispute any Gold Line charges on that statement or that have been debited from your account, or such dispute will be deemed waived. Notification of all billing disputes shall be sent to Gold Line’s customer service from the Website.

(f) Acceptance of Order. Your receipt of an electronic or other form of order confirmation does not signify Gold Line's acceptance of your order, nor does it constitute confirmation of our offer to sell. Gold Line reserves the right at any time after receipt of your order to accept or decline your order for any reason whatsoever, with no liability whatsoever.

4. DISCLAIMER OF WARRANTY; LIMITATION OF LIABILITY; INDEMNIFICATION

(a) General. By using the Website and the Contents, You expressly agree that such use is at your sole risk. The Website and the Contents are provided on an "AS IS" and "as available" basis. Neither Gold Line nor its affiliated entities nor each of their respective officers, directors, employees, agents, third-party content providers, designers, contractors, distributors, merchants, sponsors, licensors or the like (collectively, "Affiliates") warrant that use of the Website or Contents will be uninterrupted or error-free or free from viruses, security breaches or the like. Neither Gold Line nor its Affiliates warrant the accuracy, integrity or completeness of the Contents offered for sale on the Website. Gold Line makes no representation or warranty that the Contents in this Website are legal, appropriate or available for use in all geographic locations. Those who choose to access this Website do so at their own risk and are responsible for compliance with any and all local laws, if and to the extent such local laws are applicable.

(b) GOLD LINE AND ITS AFFILIATES DO NOT MAKE ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF TITLE OR WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, WITH RESPECT TO THE SERVICES OR CONTENTS SOLD THROUGH THE WEBSITE. YOU EXPRESSLY AGREE THAT THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE WEBSITE AND THE ACCURACY OR COMPLETENESS OF THE CONTENT OR DATA MADE AVAILABLE VIA THE WEBSITE IS ASSUMED SOLELY BY YOU.

(c) GOLD LINE AND ITS AFFILIATES SHALL NOT BE LIABLE FOR ANY CLAIMS OR LOSSES IN REGARDS TO YOUR DATA, HARDWARE OR SOFTWARE MALFUNCTIONS COST OF DATA USAGE AND TRANSFER, OR LONG DISTANCE CHARGES INCURRED BY THE USE OF THE CONTENT.

(d) NEITHER GOLD LINE NOR ITS AFFILIATES SHALL BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE THE WEBSITE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

(e) GOLD LINE’S TOTAL LIABILITY TO YOU PURSUANT TO THE TERM OF THIS AGREEMENT SHALL BE EXPRESSLY LIMITED TO A REFUND OF THE UNUSED BUT PAID FOR PRODUCTS OR SERVICES.

(f) THIS LIMITATION ON LIABILITY INCLUDES, BUT IS NOT LIMITED TO, THE TRANSMISSION OF ANY VIRUSES WHICH MAY INFECT A USER'S EQUIPMENT, FAILURE OF MECHANICAL OR ELECTRONIC EQUIPMENT OR COMMUNICATION LINES, TELEPHONE OR OTHER INTERCONNECT PROBLEMS (e.g., YOU CANNOT ACCESS YOUR INTERNET SERVICE PROVIDER), UNAUTHORIZED ACCESS, THEFT, OPERATOR ERRORS, STRIKES OR OTHER LABOUR PROBLEMS OR ANY FORCE MAJEURE. GOLD LINE CANNOT AND DOES NOT GUARANTEE CONTINUOUS, UNINTERRUPTED OR SECURE ACCESS TO THE WEBSITE.

(g) WITHOUT WAIVING THE EXCLUSIVE GOVERNING LAW CLAUSE BELOW, SOME JURISDICTIONS DO NOT ALLOW EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, THE LIABILITY OF GOLD LINE AND ITS AFFILIATES SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

(h) WITHOUT LIMITING THE GENERALITY OF THE FOREGOING SUBSECTIONS OF THIS SECTION 4, YOU AGREE THAT YOUR DEVICE PROVIDER, AIRTIME SERVICE PROVIDERS (WHICH FOR CLARITY INCLUDES TELECOMMUNICATIONS CARRIERS), AND ANY OTHER THIRD PARTIES MAKING THE CONTENTS AVAILABLE THROUGH YOUR DEVICE, ARE EXCLUDED FROM ANY LIABILITY WHATSOEVER IN RELATION TO THE CONTENTS, INCLUDING WITHOUT LIMITATION IN RELATION TO THE SALE, DISTRIBUTION OR USE THEREOF, OR THE PERFORMANCE OR NON-PERFORMANCE OF THE CONTENTS. YOU FURTHER AGREE THAT YOUR DEVICE PROVIDER, AIRTIME SERVICE PROVIDERS, AND ANY SUCH OTHER THIRD PARTY ARE DEEMED BENEFICIARIES OF THESE TERMS AND CONDITIONS IN RESPECT OF THIS SUBSECTION.

(i) Indemnity.You agree to defend, indemnify and hold harmless Gold Line and its Affiliates from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) arising from: (i) your use of and access to the Website or Contents; (ii) your violation of any term of these Terms and Conditions; (iii) your violation of any third party right, including without limitation any copyright, property, or privacy right. These defense and indemnification obligations will survive these Terms and Conditions and your use of the Contents or Website.

5. GENERAL TERMS

(a) Notices.Notices by Gold Line to You may be given by means of a general posting at the Website. Notices (including questions, complaints, or legal notices) by You may be given by electronic messages or conventional mail, as follows: (i) Electronic mail (e-mail) must be sent to clientcare@goldline.net; (ii) Mail and courier deliveries must be sent to: Gold Line Telemanagement, Inc., 300 Allstate Parkway, Markham, . Ontario L3R 0P2, Canada.

(b) Written Agreement.These Terms and Conditions constitute a written agreement between You and Gold Line. A printed version of these Terms and Conditions, and of any notice given in electronic form related to this agreement, shall be admissible in judicial or administrative proceedings to the same extent, and subject to the same restrictions, as other business contracts, documents, or records originally generated and maintained in printed form. Furthermore, You hereby waive any and all defenses You may have based on the electronic form of these Terms and Conditions and the lack of signing by the parties hereto to execute these Terms and Conditions.

(c) Entire Agreement.These Terms and Conditions constitute the entire agreement between You and Gold Line related to this Website. These Terms and Conditions supersede all prior written, oral, or electronic agreements between You and Gold Line relating to this Website.

(d) Limitation of Cause of Action.You and Gold Line agree that any cause of action arising out of or related to the Services must commence within one (1) year after the cause of action arose or be forever barred.

(e) Ability to Accept Terms of Service.You affirm that You are either more than 18 years of age, or an emancipated minor, or possess legal parental or guardian consent, and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in these Terms of Service, and to abide by and comply with these Terms of Service. In any case, You affirm that You are over the age of 13, as this Website is not intended for children under 13. If You are under 13 years of age, then please do not use this Website.

(f) Assignment.You may not assign your rights and obligations hereunder. However, Gold Line’s rights and obligations are fully assignable.

(g) Modifications.Gold Line has the right to modify these Terms and Conditions and any policies affecting the Website. Any modification is effective immediately upon posting to the Website. Your continued use of the Website shall be conclusively deemed an acceptance of all such modification(s). Your only right with respect to any dissatisfaction with any modifications made pursuant to this provision, or any policies or practices of Gold Line in providing the Website, including without limitation (i) any change in the Content, or (ii) any change in the amount or type of fees associated with the Services, is to cancel your subscription in accordance herewith. Gold Line has the right to modify, suspend or discontinue the Website or any portion thereof at any time. Gold Line may also impose limits on certain features and services or restrict your access to parts or all of the Website without notice or liability.

(h) Waiver and Severability.The failure of either party to exercise or enforce any right or provision of these Terms and Conditions shall not constitute a waiver of such right or provision. If any part of this agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of these Terms and Conditions shall continue in full force and effect.

(i) Privacy Policy.It is Gold Line's policy to respect the privacy of our users. Please click on the "Privacy Policy" hypertext link located at the bottom of our Web pages to view our policy.

(j) Access to Your User Account.You specifically agree that Gold Line may access your user account where necessary.

(k) Termination or Discontinuance of Service by Gold Line.Gold Line may terminate your access to any part or all of the Services at any time. If Gold Line decides in its sole and absolute discretion for any reason whatsoever to do so, Gold Line’s total liability to You will be to refund the unused cost of the Services, but only if such termination was not as a result of a breach of these Terms and Conditions by You. If Gold Line terminates your subscription based on a breach of any portion of these Terms and Conditions, Gold Line reserves the right to refuse to provide Services to You in the future.

(l) Termination by Customer.If You choose to terminate your Service prior to using all of your prepaid credit, You will be refunded the full amount of your unused credit with Gold Line. Please note however, that Gold Line can only process the refund on the last credit card used to purchase of the Services within the two year period immediately preceding the termination.

(m) Violations.Gold Line reserves the right to seek all remedies available at law and in equity for violations of these Terms and Conditions, including but not limited to the right to block access from a particular Internet address to the Website. Furthermore, if we believe that you have used the Service for an unlawful purpose, we may forward the relevant communication and other information, including your identity, to the appropriate authorities for investigation and prosecution. You hereby consent to our forwarding of any such communications and information to these authorities. Gold Line reserves all of its rights at law and equity to proceed against anyone who uses the Services illegally or improperly.

(n) Survival.The provisions of this Agreement relating to indemnification, limitations on liability, warranty limitations and disclaimers, resolution of disputes, billings and your obligation to pay for the Service provided and any additional usage charges, shall survive the termination of the Agreement and the termination of the Services.

(o) Arbitration.Any dispute or disagreement of any kind between You and Gold Line shall be resolved by binding arbitration in accordance with the laws of the province of Ontario and the Arbitration Act (Ontario), which is deemed to be incorporated by reference into this clause, as modified or supplemented under this Section. The arbitration tribunal shall consist of one arbitrator. The decision of the tribunal shall be final and binding and no appeal shall lie therefrom. The tribunal 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, as the panel determines in its discretion. Note however, that before You take a dispute to arbitration or to small claims court, You must first contact our Customer Care Department representative at the customer service number on your Gold Line invoice for the Services, or write to us at the following address and give us an opportunity to resolve the dispute: Gold Line Telemanagement, Inc., 300 Allstate Parkway, Markham, ON L3R 0P2, Attention: Legal Department. You must describe your dispute and provide Gold Line with any supporting documentation. Likewise, if Gold Line has a dispute with You, it will notify You by letter sent to your billing address and attempt to resolve it before pursuing litigation or arbitration.

(p) Governing Law/Forum Selection.These Terms and Conditions are governed by the laws of the Province of Ontario to contracts made and performed solely in the Province of Ontario, without regard to conflict of laws principles.

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