Terms and Conditions

These Terms and Conditions, their appendices and the service schedule(s) that are either attached to or incorporated by reference in these Terms and Conditions, constitute the agreement ("Agreement") between SKSYS Corporation o/a Babysoft, including its affiliates ("Babysoft"), and the Customer applicable to the specific services provided by Babysoft to Customer, and these services are described in the service schedule(s) ("Service"). This Agreement governs the provision of, and the use of the Service, in addition to the use by the Customer of any hardware, equipment or devices ("Hardware") that is required to be used by the Customer in connection with the Service.



1. THE SERVICE

1.1 Providing Service. Babysoft shall use commercially reasonable efforts to provide the Service to Customer. Babysoft will use commercially reasonable efforts to minimize disruptions to Customer's access to and use of the Service.

1.2 Prohibited Activities. Customer shall comply with all rules and regulations governing the use of the Service issued or adopted by Babysoft or its affiliates from time to time and that are communicated to the Customer. Customer is required to comply with the regulatory obligations described in Telecom Decision CRTC 94-10, dated 13 June 1994, and Telecom Order CRTC 96-1229, dated 7 November 1996. Local competition, Telecom Decision CRTC 97-8, dated 1 May 1997, Telecom Decision CRTC 2001-193, Telecom Decision 2007-48 as may be modified from time to time. Customer is prohibited from: (a) using the Service or the Hardware for auto-dialing, continuous or extensive call forwarding, telemarketing, fax or voicemail broadcasting or fax or voicemail "blasting"; (b) using the Service or Hardware in any way that is improper or inappropriate, including in a manner that is threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another's privacy rights, or any similar behavior; (c) using the Service or the Hardware to impersonate another person; send bulk unsolicited messages; use robots, data mining techniques or other automated devices or programs to catalogue, download, store or otherwise reproduce or distribute information from the Service or use any such automated means to manipulate the Service; or (d) using the Service to violate any law, rule or regulation; violate, infringe or misappropriate any third party's intellectual property rights or privacy rights; or exceed Customer's permitted access to the Service (collectively, the "Prohibited Activities"). Babysoft reserves the right to immediately disconnect or suspend the Service (a) for fraud detection purposes if Babysoft determines, acting reasonably, that Customer's use of the Service is, or at any time was, materially different from its normal usage patterns for the Service, or (b) if the Customer has at any time used the Service or the Hardware for any of the Prohibited Activities. Furthermore, Customer shall not change the electronic serial number or Hardware identifier of the Hardware or perform a factory reset of the Hardware without Babysoft's prior written consent. Babysoft reserves the right to disconnect the Service if Babysoft believes, acting reasonably, that Customer has tampered with the Hardware. In the event of such disconnection, Customer will remain responsible for all charges through to the end of the current Service Term, including unbilled charges, plus a disconnection fee, if applicable, all of which will immediately be due and payable. Customer shall not attempt to "hack" or otherwise disrupt the Service.

1.3 Hardware. Babysoft may either sell or lease Hardware to the Customer pursuant to a service schedule or other agreement between Babysoft and Customer. If Customer owns the Hardware it shall bear all risk of loss of, theft of, casualty to or damage to the Hardware, once it is shipped to Customer. Customer shall be responsible for its use of the Hardware in connection with the Service.

1.4 Stolen Hardware; Fraudulent Use of Service. Customer agrees to immediately notify Babysoft in writing in the event the Hardware is lost or stolen. The Customer acknowledges liability for all incurred service charges until notification of lost or stolen Hardware has been confirmed to be received by Babysoft. The Customer understands and recognizes their responsibility in safe-guarding the Service and Hardware against unauthorized use. In the event of unauthorized use of the Service and/or Hardware, the Customer acknowledges their liability for all service charges incurred and will immediately take the necessary measures to terminate and prevent future unauthorized use of the Service and/or Hardware.

1.5 Violation of Agreement. Subject to applicable law, Babysoft may, without obligation, monitor use of the Service for violations of the Agreement. Babysoft may remove or block any or all communications if Babysoft has reason to believe that a violation of this Agreement has occurred or if Babysoft deems it necessary in order to protect the integrity of the Service, as it relates to its use by other Babysoft customers or otherwise, or Babysoft, its affiliates, and their respective directors, officers, agents and employees from harm. Babysoft reserves the right to immediately disconnect the Service without notice, if, in the reasonable exercise of its discretion, Babysoft determines that Customer has used the Service or the Hardware for an unlawful purpose or in any of the ways mentioned above. In the event of such disconnection Customer will be responsible for all fees and charges due under this Agreement, including a disconnection fee, if applicable, all of which will be immediately due and payable.

1.6 Network Coverage Area. Babysoft's current Network Coverage Area, Direct Inbound Dialing ("DID") and Local Number Portability ("LNP") footprint is listed at Babysoft telecommunication website. The Service is designed to work with unencumbered, high-speed Internet connections. However, if the high-speed Internet connection Customer is using is not within Babysoft's network coverage area, and/or Customer's Internet service provider ("ISP") places restrictions on the usage of voice over Internet protocol ("VoIP") services, Babysoft does not represent or warrant that use of the Service by Customer is permitted by such jurisdictions or by such ISP. Customer will be solely responsible for any violations of local laws and regulations resulting from such use. Babysoft reserves the right to disconnect the Service immediately if Babysoft determines, acting reasonably, that Customer has used the Service or the Hardware in violation of the laws of jurisdictions outside of Babysoft's network coverage area.

1.7 Babysoft's IP Rights in Service. The Service and Hardware and any firmware or software used to provide the Service or provided to Customer in conjunction with providing the Service to it, or that are embedded in the Hardware, and all Service, information, documents and materials on Babysoft's website is protected by Canada and U.S. intellectual property laws and international treaties. Customer shall not reverse compile, disassemble or reverse engineer or otherwise attempt to derive the source code from the binary code of the firmware or software. Babysoft's website, corporate name, service marks, trade-marks, trade names, logos and domain names are and will at all times remain its exclusive property, and nothing in this Agreement grants Customer any right or license to use the same. Customer shall not, without the prior written consent of Babysoft, use in advertising, publicity or otherwise, the name, trade-mark, logo, symbol or other image of Babysoft or its affiliates, nor remove any copyright or other proprietary marks on any documents provided.

1.8 Fixed Term - Charges. If Customer is purchasing the Service for a defined term of twelve (12) months or longer ("Fixed Term"), and Customer attempts to disconnect Service prior to the end of the Fixed Term, Customer will be responsible for all charges relating to the Fixed Term, including unbilled charges, plus a disconnection fee, if applicable, all of which will immediately become due and payable. These charges shall not apply to any Customer who purchases the Service on a month-to month basis.

1.9 Porting Numbers to another Service Provider. If Customer requests another service provider to port out a number from Babysoft and Customer has multiple numbers assigned to the account, Customer is required to inform Babysoft of this intent to terminate all the Services on the Customer's account, prior to the successful completion of the requested port or Babysoft will select the most appropriate billing plan for any remaining Service, and Customer will continue to be responsible to all the charges and fees associated with the remaining Service. Once the port out request has been completed, Customer will remain responsible for all charges and fees through to the end of that billing cycle, including any cancellation fees applicable to the port out number.

1.10 Phone Numbers. Phone numbers Customer obtains from Babysoft, or transfers from other providers to Babysoft, may be listed in telephone directories, but only if the Customer indicates this when ordering or porting numbers. As a result, someone with Customer's phone number may not be able to utilize a reverse directory to locate Customer's listed address, unless the Customer has requested that the number in question be listed. Customer does not own or have any property rights in any phone number assigned to it by Babysoft in connection with the Service. Babysoft shall be entitled to change any such number where Babysoft determines, in its sole discretion, that such a change is necessary. Babysoft shall give Customer reasonable advance written notice of such a change, except in cases of emergency, where verbal notice shall be given, which will be followed by a written explanation as soon as is reasonably possible. Babysoft is not liable for any costs, damages or other amounts resulting from changes to phone numbers.

1.11 Phone Number Porting Limitations. Babysoft telecommunication service provides flexible connectivity to allow phone numbers originate from national and / or international area to the Customer voice network. The area code for these phone numbers may or may not be the same as the Customer physical location. Babysoft makes no warranty and / or any liability and / or limitation for Customer carry phone numbers to other providers. The limitation of the Local Number Portability ("LNP") is relying on the provider who "carries out" the phone numbers.

1.12 Phone Number Porting Out Rules. All phone numbers assigned to the Customer's account are allow to port out to another provider, as long as all the following conditions are met:
The Customer Account is not a Free Trial Status account.
The port out phone number must be assigned to the Customer and must be paid for at least 3 consecutive months period.
The port out phone number must be one of the assigned phone number(s) currently "active" in the Customer Account.
Customer Account and the port out number is still in service (phone numbers which is already suspended or disconnected for any reason are not allow to port out).
Must provide all valid account information to validate the Customer Account Ownership.

1.13 Service, Usage, Data, and Ownership. Customer may grant access from Babysoft into Babysoft provided software (included but not limited to, operation software, web or API access, application, control system, etc. Collectively, the "Software Tools") to provide access, operational usage, and/or to control Babysoft provided services. Customer may also grant access from Babysoft to contents and data provided within the Software Tools (including, but not limited to, contents and data within the Software Tools, data sent to other devices or IoT, Text-to-Voice or Voice-to-Text data, images, any downloadable content and data, etc. Collectively, the "Data Contents"). Babysoft grants Customer a non-exclusive, non-transferable license to use such Software Tools and Data Contents. Customer understood these Software Tools and Data Contents are only use to maintain the service agreed and provided from Babysoft, and Customer agrees to use it in the reasonable and acceptable manner approved by Babysoft. Babysoft may receive logs or similar reports at any time, or from time to time, which is related to the usage of the Customer, and in Babysoft sole discretion, to determine if the Customer has violate the acceptable usage of Babysoft Service, Software Tools, and Data Contents. In the event where Customer has violated Babysoft acceptable usage, Babysoft may immediately suspend the Customer account and/or service, with or without notice. Any damages, direct and/or indirect, within Babysoft and/or other related parties, which is related to such violation, will be charge, held, and due immediately against the Customer. If, in such violation exists, Customer may have thirty (30) days to contact Babysoft about this violation and to settle the issue with Babysoft before termination. Customer does not have any ownership, or any intellectual property rights, of the Software Tools, and the Data Contents, provided and used (by and/or from the Customer) within the Software Tools provided by Babysoft. Babysoft retain the sole ownership and all intellectual property rights of Software Tools, and Data Contents. Any Customer data use within Babysoft Software Tools will be use strictly follow the Babysoft Privacy Agreement.

1.14 Compatibility - Security Systems and Broadband Services. The Service may not be compatible with some security systems. Customer may be required to maintain a telephone connection through Customer's local exchange carrier in order to use any alarm monitoring functions for any security system. Customer is responsible for contacting the alarm monitoring company to test the compatibility of any security system with the Service. In addition, Customer acknowledges that some providers of broadband service may provide modems that prevent the transmission of communications using the Service. Babysoft does not warrant that the Service will be compatible with all broadband services and expressly disclaims any express or implied warranties or conditions regarding the compatibility of the Service with any particular broadband service. The Service does not support operator assisted calling (including, without limitation, collect calls, third party billing calls, 900 or calling card calls). The Service may not support 311, 511, 411 and/or other x11 (other than certain specified dialing such as 911, which is provided in the 911 Section of this Agreement) services in one or more (or all) service areas. Service delivery is subject to availability of suitable facilities necessary to provide the Service.

1.15 Usage Limitation Standard. The Service provides from Babysoft is incorporated with an internal limitation standard. These limitation standards are defined based on Customer selected products and/or services. Babysoft will, on the regular bases, evaluate Customer usage to ensure Customer does not exceed these limitation standards. In the event of Customer exceeds these limitation standards, Babysoft will terminate Customer service(s) immediately without any prior notice. In the event of such disconnection, Customer will remain responsible for all charges through to the end of the current Service Term, including unbilled charges, plus a disconnection fee, if applicable, all of which will immediately be due and payable. It is Customer sole responsibility to provide the most accurate usage information to Babysoft.





2. BILLING; TERMINATION

2.1 Charges, Taxes and Late Payment. The Customer shall pay all applicable charges in respect of the Service without set-off and all applicable federal, provincial, local and other taxes, fees and charges that arise from or as a result of Customer's use of the Service Such amounts are in addition to payment for the Service and will be billed to Customer. Invoices will be rendered monthly and payment shall be (a) made in full by the Customer within fifteen (15) days of the date of the invoice, or (b) prepay before the service starts. Customer must notify Babysoft in writing within thirty (30) days of the billing date if it disputes any charges on that bill or Customer will be deemed to have waived any right to contest such charges. Accounts past due will be subject to a three percent (3%) per month late payment charge (or 42.58% per annum on a compounded basis) which shall be due and payable upon receipt of an invoice. Babysoft reserves the right to suspend, restrict or discontinue any or all of the Service should any amount remain unpaid forty-five (45) days after the billing date, and charge a $300.00 reconnection charge. Babysoft reserves the right to correct any errors in billing for a period of up to six (6) months, and apply the appropriate charges retroactively.

2.2 Service Suspension or Discontinuance. Babysoft reserves the right to suspend, restrict or discontinue any or all of the Service at any time in its sole and absolute discretion if: (a) the Customer fails to make any payments due hereunder, as invoiced, or the Customer fails to make any payment for service rendered by Babysoft or any of its affiliates; (b) the Customer fails to perform or observe any covenant or agreement to be performed or observed by it hereunder or in any other agreement with Babysoft or any of its affiliates relating to the Service; (c) Babysoft determines, in its sole discretion, that the Customer is an unacceptable credit risk; (d) the Customer uses, or permits one of its end users to use, the Service in a manner that adversely affects the provision by Babysoft or its affiliates of the Service to another customer in any way whatsoever or to prevent damage or degradation to Babysoft's network or any service components, or (e) it is necessary to comply with any law, regulation, court order or governmental decision or order; in all such cases, Babysoft shall also have the right to immediately terminate this Agreement without prior notice, retain all payments made hereunder, deny the Customer any continued use of the Service and impose a separate charge for disconnection and for reconnection, if applicable. Each and all of the rights and remedies of Babysoft hereunder are cumulative to, and not in lieu of, other rights and remedies afforded by law and equity. If Service is disconnected for reason of Customer's breach of this Agreement, Customer will be responsible for all charges through to the end of the current Service Term, including unbilled charges, collection costs and legal fees and expenses (on a solicitor and own client basis) plus the disconnection fee, if applicable, all of which will immediately be due and payable. Babysoft may pursue collection for unpaid amounts on disconnected accounts and may report to and exchange credit and personal information, without Customer's consent, with any credit/consumer reporting agency and financial institution relating to Customer's nonpayment of its accounts under this Agreement.

2.3 Customer Termination - Fixed Term. Where Customer has a fixed term for the Service under a Service schedule, Customer may terminate the Service at any time by giving Babysoft 60 days notice of its intention to terminate. Should Customer exercise its right to terminate the Service for its convenience, Customer shall be responsible for paying 50% of the outstanding fees associated with the remaining term set forth in the applicable Service schedule, plus a disconnection fee, if applicable (unless indicated otherwise within sub-agreement between Customer and Babysoft). The Customer agrees that payment of these termination fees is enforceable and that the termination fee constitutes a genuine pre-estimate of damages to Babysoft resulting from Customer's termination for convenience prior to the end of the fixed term and is not a penalty.

2.4 Agreement Contract Renew - Fixed Term. Where Customer has a fixed term for the Service under a Service schedule, this agreement and all term listed in this agreement will be automatically renewed for successive periods of the same term unless either party gives notice to the other within 90 days prior to the expiration of the initial term or subsequent renewal years of the term.

2.5 Monthly Usage / Unlimited Usage or Calling Plans (Fair Usage Policy). All monthly / unlimited usage packages (except indicated otherwise) are entitle to Babysoft fair usage policy. This policy is defined base on average usage for a user under the same usage tier, and to ensure all users can receive fair amount of resources from Babysoft network. If the fair usage amount is insufficient in the Customer situation, Customer may request to change to higher tier usage package by contacting Babysoft. Babysoft reserved the rights to change this usage at anytime without notice.
The fair usage are currently defined as follows:
Corporate account External (PSTN) Connection - 3000 minutes per channel, per month.
Once Voice User External (PSTN) Connection - 1000 minutes per channel, per month.
Virtual Office External (PSTN) Connection - 2000 minutes per user, per month.
Internal Calling / OCN Calling - Unlimited.
Cell phone forwarding (any package) will count as double minutes.

2.6 Credits. All Credits, included but not limited to, Offisky paid credits, store credits, internal adjustment credits, message credits, etc. Collectively, the "Credits", are non-refundable and non-transferable. Credits will keep valid within one (1) calendar year in time, starting from the date of the Credit issue, unless explicitly indicated otherwise, thereafter Credits will consider as invalid and no longer usable. The activity of Credits use are store within and record within the Customer account, and in Babysoft sole discretion, to determine reasonable method to use the credit. Babysoft Billing System will automatically determine the credit use within the system, based on the first issue first use basis.

2.7 Canada Wide Calling. Canada Wide Calling covers all major urban cities in Canada (excluding rural area and cities, such as, Yukon, Northwest Territories & Nunavut Region).

2.8 US48 Calling. US48 Calling covers all US major urban cities within mainland of United States of America, excluding Hawaii and Alaska.





3. 911 SERVICE

3.1 The sections of this Agreement pertaining to 911 services are detailed in VOIP 911 Service Agreement. The Canadian Radio-television and Telecommunications Commission (CRTC), IN TELECOM DECISION CRTC 2005-21 ("DECISION 2005-21"), has mandated that 911 calls originating from VoIP users must have their location verified by a certified emergency services operator. For VoIP calls the operator must verify the physical location of the caller prior to dispatching the appropriate emergency service provider. In order to meet the required mandate Babysoft has VOIP 911 Service option available to the Customer of Babysoft services. Customer must agree and sign the VOIP 911 Service Agreement to acknowledge the limitation of VOIP 911 Service. Furthermore, Customer shall provide Babysoft with accurate, update and complete name, address, telephone number information on a timely basis. Detail information for Babysoft VOIP 911 are listed in VOIP 911 Service Agreement.





4. LIABILITY

4.1 Limitation and Exclusions. Babysoft will not be liable for any delay or failure to provide the Service, at any time or from time to time, or any interruption or degradation of voice or data quality. Babysoft's aggregate liability to the Customer, any end user of Customer or any third party for direct damages arising out of or in connection with this Agreement shall be limited to the lesser of: (a) the actual direct damages suffered by the Customer, and (b) the charges paid by the Customer during the previous calendar month. IN NO EVENT WILL BABYSOFT, ITS AFFILIATES AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR, AND CUSTOMER HEREBY WAIVES THE RIGHT TO CLAIM, ANY INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY, COMPENSATORY OR CONSEQUENTIAL DAMAGES, OR FOR ANY OTHER DAMAGES, INCLUDING BUT NOT LIMITED TO PERSONAL INJURY, WRONGFUL DEATH, PROPERTY DAMAGE, 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, INCLUDING INABILITY TO ACCESS EMERGENCY SERVICE PERSONNEL THROUGH BABYSOFT'S 911 SERVICE OR TO OBTAIN EMERGENCY HELP. THE LIMITATIONS SET FORTH HEREIN APPLY TO CLAIMS FOUNDED IN BREACH OF CONTRACT, BREACH OF WARRANTY OR CONDITION, PRODUCT LIABILITY, TORT (INCLUDING NEGLIGENCE), INTELLECTUAL PROPERTY INFRINGEMENT, STRICT LIABILITY, AND ANY AND ALL OTHER THEORIES OF LIABILITY AND APPLY WHETHER OR NOT BABYSOFT WAS INFORMED OF THE LIKELIHOOD OF ANY PARTICULAR TYPE OF DAMAGES.

4.2 911 Service - Exclusion of Liability. NOTWITHSTANDING ANYTHING ELSE IN THE AGREEMENT, CUSTOMER ACKNOWLEDGES AND AGREES THAT BABYSOFT, ITS AFFILIATES AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS, WILL NOT BE LIABLE FOR ANY INJURY, DEATH OR DAMAGE TO REAL OR PERSONAL PROPERTY ARISING DIRECTLY OR INDIRECTLY OUT OF, OR RELATING IN ANY WAY TO THE PROVISION OF 911 SERVICES AND/OR EMERGENCY 911 BY BABYSOFT INCLUDING WITHOUT LIMITATION ANY INABILITY ON THE PART OF CUSTOMER OR ITS END USERS TO ACCESS 911 SERVICE AND/OR EMERGENCY 911, OR TO HAVE ACCESS TO EMERGENCY SERVICE PERSONNEL IN THE EVENT OF A SERVICE DISRUPTION FOR ANY REASON WHATEVER, UNLESS IT IS PROVEN THAT THE ACT OR OMMISSION PROXIMATELY CAUSING THE CLAIM, DAMAGE, OR LOSS CONSTITUTES GROSS NEGLIGENCE, RECKLESSNESS, OR INTENTIONAL MISCONDUCT ON THE PART OF BABYSOFT.

4.3 Customer Indemnity. Customer shall defend, indemnify, and hold harmless Babysoft, its affiliates, and their respective officers, directors, employees, agents, and any other service provider who offers services to the Customer or Babysoft in relation with the present agreement or the service provided from any and all claims, losses, damages, fines, penalties, costs, expenses, legal fees, expenses on a solicitor and own client basis, etc. by, or on behalf of, Customer or any third party or user of the Service, relating to this Agreement or the Services, including, without limitation, the Hardware, or the absence, failure or outage of the service, including 911 dialing and/or inability of the Customer or any third party or user of the Service to be able to dial 911 or to have access to emergency service personnel, as well as any misroutes of 911 calls.

4.4 Disclaimer. To the extent permitted by applicable law, and except as expressly stated in this Agreement, BABYSOFT MAKES NO REPRESENTATIONS, WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABLE QUALITY, FITNESS OF THE SERVICE OR HARDWARE FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT OR ANY WARRANTY OR CONDITION ARISING BY USAGE OF TRADE, COURSE OF DEALING OR COURSE OF PERFORMANCE OR ANY WARRANTY OR CONDITION THAT THE SERVICE WILL MEET CUSTOMER'S REQUIREMENTS. WITHOUT LIMITING THE FOREGOING, BABYSOFT PROVIDES NO WARRANTY OR CONDITION THAT THE SERVICE OR HARDWARE WILL PERFORM OR OPERATE WITHOUT FAILURE, DELAY, INTERRUPTION, ERROR, DENIAL OF SERVICE (DOS) ATTACKS, RISK OF TOLL FRAUD, SPIT (SPAM OVER INTERNET TELEPHONY), VOIP PHISHING, DEGRADATION OF VOICE QUALITY OR LOSS OF CONTENT, DATA OR INFORMATION. NEITHER BABYSOFT, ITS AFFILIATES NOR ANY OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS WILL BE LIABLE FOR UNAUTHORIZED ACCESS TO BABYSOFT OR CUSTOMER'S TRANSMISSION FACILITIES OR PREMISES OR FOR UNAUTHORIZED ACCESS TO, OR ALTERATION, THEFT OR DESTRUCTION OF, CUSTOMER'S DATA FILES, PROGRAMS, PROCEDURES OR INFORMATION THROUGH ACCIDENT, FRAUDULENT MEANS OR ANY OTHER METHOD, REGARDLESS OF WHETHER SUCH DAMAGE OCCURS AS A RESULT OF BABYSOFT'S NEGLIGENT STATEMENTS AND DESCRIPTIONS CONCERNING THE SERVICE OR HARDWARE, IF ANY, BY BABYSOFT OR BABYSOFT'S AGENTS ARE INFORMATIONAL AND ARE NOT GIVEN AS A WARRANTY OR CONDITION OF ANY KIND.

4.5 Hardware - Third Party Warranty Only. If the Hardware that has been sold or leased to Customer by Babysoft, or its designate, for use in connection with the Service included a limited warranty at the time of receipt, Customer must refer to the separate limited warranty document provided with the Hardware for information on the limitation and disclaimer of certain warranties and conditions. Remedies for breach of any such warranties will be limited to those expressly set forth in such documentation. IF A LIMITED WARRANTY DID NOT COME WITH CUSTOMER'S HARDWARE, TO THE EXTENT PERMITTED BY APPLICABLE LAW, CUSTOMER IS ACCEPTING THE HARDWARE "AS IS". To the extent permitted by applicable law, OTHER THAN WARRANTIES FOR THE HARDWARE EXPRESSLY SET FORTH IN THE DOCUMENTATION PROVIDED WITH THE HARDWARE, CUSTOMER'S HARDWARE IS NOT ELIGIBLE FOR REPLACEMENT, REPAIR OR REFUND, AND BABYSOFT MAKES NO WARRANTIES OR PROMISES OF ANY KIND, EXPRESS OR IMPLIED AND SPECIFICALLY DISCLAIMS ANY WARRANTY OR CONDITION OF MERCHANTABLE QUALITY, FITNESS OF THE HARDWARE FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT OR ANY WARRANTY OR CONDITION ARISING BY USAGE, COURSE OF DEALING OR COURSE OF PERFORMANCE OR ANY WARRANTY OR CONDITION THAT THE HARDWARE OR ANY FIRMWARE OR SOFTWARE IS "ERROR FREE" OR WILL MEET CUSTOMER'S REQUIREMENTS. FOR CERTAINTY, THE FOREGOING WILL NOT BE DEEMED TO LIMIT ANY DISCLAIMER OR LIMITATION OF WARRANTY OR CONDITION SET FORTH IN THE DOCUMENTATION PROVIDED WITH THE HARDWARE.

4.6 Liability for Content. Customer will be responsible for any and all liability that may arise out of the content transmitted by or to Customer or from any person using the Service or Hardware, or both (each such person, a "User"). Customer shall ensure that its and its User's use of the Service and content comply at all times with all applicable laws and regulations and this Agreement. Babysoft reserve the right to disconnect or suspend the Service and remove Customer's or its Users' content from the Service, if Babysoft determines, in its sole and absolute discretion, that such use or content does not comply with the requirements set forth in this Agreement or interferes with its ability to provide Service to Customer or others. Babysoft's action or inaction under this Section will not constitute any review or approval of Customer's or its Users' use of the Service or Hardware, including the content that may be transmitted using the Service or Hardware, or both.

4.7 Customer Release. Customer hereby releases Babysoft from any and all obligations, liabilities and claims in excess of the limitations set forth in this Section.





5. GENERAL PROVISIONS

5.1 Amendments; Entire Agreement. This Agreement, and any attached Appendices, may not be modified or amended except in writing and signed by both parties. However, Babysoft reserves the right to update these Terms and Conditions and the attached Appendices from time to time in order to ensure regulatory compliance. The Customer agrees that any such modifications or amendments made for regulatory compliance purposes will not require the parties' signatures to be legally binding upon the parties and immediately form part of the Agreement when Babysoft provides the customer with a copy of same to the addresses listed in the attached service schedule(s). This Agreement, including any amendments to it, and the pricing for Service noted in the service schedule(s) that are either attached to or incorporated constitute the entire agreement between Customer and Babysoft and governs the use of the Service by Customer and its authorized end users. This Agreement supersedes any prior agreements between Customer and Babysoft and any and all prior or contemporaneous statements, understandings, writings, commitments, or representations concerning its subject matter.

5.2 Severability. If any part of this Agreement is legally declared invalid or unenforceable, all other parts of this Agreement will remain valid and enforceable. Such invalidity or non-enforceability will not invalidate or render unenforceable any other portion of this Agreement.

5.3 Survival. The provisions of this Agreement that by their nature are intended to survive the termination or expiration of this Agreement shall survive.

5.4 No Contra Proferentem. No presumption shall operate in favor of or against either party as a result of any responsibility that either party may have had for drafting this Agreement.

5.5 Assignment. This Agreement and the rights and obligations hereunder may not be assigned in whole or in part by Customer without the prior written consent of Babysoft unless the assignment is pursuant to the sale of all or substantially all of the assets or shares of the Customer in which case Customer shall provide Babysoft thirty (30) days written notice of such assignment. Babysoft may assign all or any of its rights or obligations under this Agreement: (a) to an affiliate; (b) to a successor in interest of Babysoft; or (c) as part of a corporate reorganization, amalgamation, consolidation or merger; without obtaining the prior written consent of the Customer. This Agreement shall ensure to and be binding upon the parties and their respective successors and assigns.

5.6 No Waiver. Babysoft's failure to exercise or enforce any right or provision of this Agreement will not constitute a waiver of such right or provision.

5.7 Third Party Beneficiary. No provision of this Agreement provides any person or entity not a party to this Agreement with any third party beneficiary rights.

5.8 Governing Law; Dispute Resolution. The Agreement and the relationship between Customer and Babysoft are governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein without regard to its conflict of law provisions.

5.9 Privacy. The Service utilizes, in whole or in part, the Internet and third party networks to transmit voice and other communications and the Customer is responsible for the security of these transmissions. As a result, Babysoft is not liable for any lack of privacy which may be experienced with regard to the Service. To the extent that personal information is provided in connection with this Agreement, Customer confirms that it consents, and that all necessary consents have been obtained, to the collection, use and disclosure by Babysoft and its affiliates, and their respective directors, employees, officers, agents and contractors for the following purposes: (i) providing Service and other products and service to the Customer, (ii) administration of this Agreement, (iii) collecting unpaid debts; and (iv) as otherwise required or permitted by law or this Agreement. For the purposes of this Section, "personal information" does not include personal information that is publicly available. Babysoft only collects, uses and discloses the personal information of its Customers, if any, in accordance with its privacy policy available at Babysoft Telecommunication Website.

5.10 Force Majeure. If Babysoft is delayed or hindered in, or prevented from, the performance of any act required hereunder for any reason beyond its direct control, including but not limited to, strike, lockouts, labor troubles, governmental or judicial actions or orders, riots, insurrections, war, acts of God, inclement weather or other reason beyond its control, which includes other matters that may affect the Service, such as power outages and interruptions in Customer's access to the Internet due to problems experienced by its underlying ISP or broadband service ("Disruption") then its performance shall be excused for the period of the Disruption.

5.11 Authority. The persons executing this Agreement represent that they have the full power and authority to enter into this Agreement on behalf of the party that they represent.

5.12 Notices. Any notices to be given hereunder shall be given by personal delivery, by certified mail, return receipt requested, or by recognized express courier. Notice shall be deemed to have been given upon receipt if personally delivered or upon three (3) days if delivered by certified mail. Notice shall be given to the respective party at the addresses listed in the attached service schedule(s).

5.13 Language. It is hereby agreed that the parties specifically require that this Agreement and any notices, consents, authorizations, communications and approvals be drawn up in the English language.





6. Prohibit of Use

6.1 General. In additions to the limitation and restriction defined in in this agreement, Babysoft prohibit customers to use any of our service for the reason of SHAFT (Sex, Hate, Alcohol, Firearms, Tobacco) violations, spam, phishing, or any action(s) which is violating any local or federal law.

6.2 Messaging. Babysoft prohibit customers to use for the reason of SHAFT (Sex, Hate, Alcohol, Firearms, Tobacco) violations, spam, phishing, providing false identity, irrelevant content, and messaging that meets the Severity 0 violation threshold, as defined in CTIA SHORT CODE Monitoring Handbook (https://www.wmcglobal.com/us-resources). Violation of this section will be subject to $30,000 USD per each unique instance of the any subsequent notification of content.

6.3 Voice. Babysoft prohibit customers to use for the reason of SHAFT (Sex, Hate, Alcohol, Firearms, Tobacco) violations, spam, phishing, in any form. Including, but not limited to, auto-dialing, voice and fax blasts, caller identity spoofing, as regulated by Canadian Radio-television and Telecommunications Commission (CRTC) and Federal Communications Commission (FCC).

6.4 Monitoring and Action. Babysoft will monitor its network to detect prohibit usage and content violation, and as Babysoft sole discretion, to determine is the customer has violated the restriction of Babysoft Service. In the event where Babysoft detected any illegal usage or content violation, Babysoft will immediately disconnected the service for the customer. If Service is disconnected for reason of usage or content violation in this Agreement, Customer will be responsible for all charges through to the end of the current Service Term, including unbilled charges, collection costs, penalties, and legal fees and expenses (on a solicitor and own client basis) plus the disconnection fee, if applicable, all of which will immediately be due and payable. Babysoft may pursue collection for unpaid amounts on disconnected accounts and may report to and exchange credit and personal information, without Customer's consent, with any credit/consumer reporting agency and financial institution relating to Customer's nonpayment of its accounts under this Agreement.





7. Marketing and Advertisement Option

7.1 Advertisement Display. Babysoft reserved the rights to display advertisements within all Babysoft provided services, unless specified. Content of advertisements can be Babysoft provided product or services, or can be advertisement from Babysoft advertising customers.

7.2 Restricted Contents. Restricted contents, such as, adult contents, gambling, illegal, or inappropriate information are restricted by Babysoft Advertisement Display. Babysoft reserve the rights of final decision for the judgement of each restricted content. Anyone who wish to report restricted or offensive contents may contact Babysoft at abuse@babysoft.ca with complete details for further investigation.

7.3 Publicity use of Customer name, mark and logo. Features provided by Babysoft services may require to display the Customer information (included but not limited to, Phone Books, Business and/or Social Networking, Support System, etc). Customer agrees to grant Babysoft the right to use Customer's name, mark, and logo on identify the Customer identity, on Babysoft service and/or related marketing materials.





8. SERVICE REPAIR AND MAINTENANCE

8.1 Maintenance Schedule. Babysoft will, from time to time, perform upgrade and/or maintenance on the network, controls, and/or software. Unless emergency circumstances, the normal maintenance window will be hold in Tuesday and/or Sunday, between 12:00 am to 6:00 am Eastern Time. Customer may experience service unavailable during maintenance period, depending on the work of maintenance. In the event that maintenance period is required more than normal maintenance window, Customer will receive a two-business day advance notice via Babysoft Telecommunication website (Offisky Member Page) and normal customer communication method(s).