The following terms and conditions apply to International Comwave Telecommunications Inc. ("Comwave") provision of telephony services (the "Services") and sets out the basic rights, obligations and limitations of Comwave to its Subscribers (the "Subscriber"). All of the terms and conditions contained herein (hereinafter referred to as "Terms") bind both Comwave and the Subscriber and are subject to change from time to time at the sole discretion of Comwave, without any prior notice to the Subscriber.

General

This is our agreement with you, the Subscriber. You agree not to use our Service for an illegal purpose, violating any law, making annoying or offensive calls, or interfering with other Subscribers' Service. You further agree not to resell, transfer, or share your service.

1.0 Emergency Services- 9-1-1 Dialing through VoIP (Voice Over IP) services

1.01 Non-Availability of Traditional 9-1-1 or E9-1-1 Dialing Service.

Comwave offers on its Home Phone service a form of 9-1-1 Dialing service (9-1-1 Dialing) that is similar to traditional 9-1-1 (9-1-1) service but has some important differences and limitations when compared with enhanced 9-1-1 Dialing service (E9-1-1) available in most locations in conjunction with traditional telephone service. With both traditional 9-1-1 and E9-1-1 Dialing service, your call is sent directly to the nearest emergency response centre. In addition, with E9-1-1 Dialing service, your call back number and address are visible to the emergency response centre call-taker. With Home Phone's 9-1-1 Dialing service, your call is sent to a national emergency call centre. The call centre operator will confirm your location information and then transfer your 9-1-1 call to the emergency response centre nearest your location. You should be prepared to confirm your address and call-back number since the operator may not have that information. Do not hang up unless told directly to do so and if disconnected, you should dial 9-1-1 again. A 9-1-1 fee of $0.75 per number shall apply.

1.02 Registration of Physical Location Required

You should ensure your location information, when registered with Comwave, is kept current at all times. In case you are not able to speak during the 9-1-1 call, the call taker would dispatch emergency response vehicles to your last registered address. You need to update your 9-1-1 Dialing information if you move your device to a different location and if you add a new line to your account. To update or verify your 9-1-1 Dialing information you will need to log into the 9-1-1 section of the My Account web portal at the Comwave website. Your 9-1-1 Dialing service is activated when you subscribe to Comwave Home Phone service

1.03 Service Outages.

9-1-1 Dialing service will not function in the event of a power or broadband outage or if your broadband, ISP or Home Phone service is suspended or terminated. Following a power failure or disruption, you may need to reset or reconfigure your Telephone Adapter prior to utilizing the service, including 9-1-1 Dialing.

1.04 Re-Registration Required if You Change Your Number or Add or Port New Numbers.

You must update and verify online at the my account web portal your location of use for each changed, newly added or newly ported number in order for 9-1-1 Dialing to function correctly.

1.05 Network Congestion; Reduced Speed for Routing or Answering 9-1-1 Dialing Calls.

There may be a greater possibility of network congestion and/or reduced speed in the routing of a 9-1-1 call made utilizing the Service as compared to traditional 9-1-1- Dialing over traditional public telephone networks.

1.06 Conveying Limitations to Other Household Residents and Guests

You should inform any household residents, guests and other persons who may be present at the physical location where you utilize the Comwave Home Phone service, of the important differences in and limitations of VoIP 9-1-1 Dialing service as compared with E9-1-1 Dialing service, as set out above.

1.07 Disclaimer of Liability and Indemnification.

We do not have any control over whether, or the manner in which, calls using our 9-1-1 Dialing service are answered or addressed by any local emergency response centre. We disclaim all responsibility for the conduct of local emergency response centres and the national emergency calling centre. We rely on third parties to assist us in routing 9-1-1 calls to local emergency response centres and to a national emergency calling centre. We disclaim any and all liability or responsibility in the event such third party data used to route calls is incorrect or yields an erroneous result. Neither Comwave nor its officers or employees may be held liable for any claim, damage, or loss, and you hereby waive any and all such claims or causes of action, arising from or relating to our 9-1-1 Dialing service unless such claims or causes of action arose from our gross negligence, recklessness or wilful misconduct. You shall defend, indemnify, and hold harmless Comwave, its officers, directors, employees, affiliates and agents and any other service provider who furnishes services to you in connection the Service, from any and all claims, losses, damages, fines, penalties, costs and expenses (including, without limitation, legal fees and expenses) by, or on behalf of, you or any third party relating to the absence, failure or outage of the Service, including 9-1-1 Dialing, incorrectly routed 9-1-1 Dialing calls, and/or the inability of any user of the Service to be able to use 9-1-1 Dialing or access emergency service personnel.

1.08 Alternate 9-1-1 Arrangements.

If you are not comfortable with the limitations of the 9-1-1 Dialing service, you should consider having an alternate means of accessing traditional 9-1-1 or E9-1-1 Dialing services or terminating the Service.

2.0 Service

2.01 Type of Services

The Terms contained herein apply to all the Services which the Subscriber may subscribe from Comwave, including, for: (i) fixed fee, bundled minutes and unlimited long distance calling plans for residential/home purposes in those destinations designated by Comwave from time to time from a designated telephone number (collectively, the "Unlimited Programs" or individually an "Unlimited Program"); (ii) pay for use regular long distance calling plans to countries designated by Comwave from time to time other than those countries which the Subscriber has already subscribed for as part of the Unlimited Programs (the "Standard Program "); (iii) Internet Voice Over IP local phone service (Home Phone). The Subscriber may use the Services provided by Comwave for long distance calling or local calling provided that the Subscriber does so in compliance with all applicable laws and the terms herein. The Subscriber acknowledges that he/she is the person authorized to subscribe for the Services. The Services may only be used by the Subscriber and all persons having the Subscriber's permission to use the Services. The Subscriber may only use the Services for voice telephone calls to landlines as the Services cannot be used for Internet connections, faxing or other data transmission without express written consent from Comwave. Comwave ePhone may include calling for a set annual fee to specific destinations. Calls to other destinations will be billed monthly at rates determined by Comwave form time-to-time.

2.02 Charges, Billing and Payment

The Subscriber is responsible for paying all charges, plus all applicable taxes thereon, for the Services subscribed from Comwave (these charges are subject to change from time to time at the sole discretion of Comwave without notice to the Subscriber), including for all calls: (i) made via the Subscriber's telephones or telecommunications systems; (ii) made using any number or authorization access code assigned to the Subscriber; and (iii) which are charged to the Subscriber's account. The Subscriber is responsible for the security of the Subscriber's authorization codes, and access to the Subscriber's telephones and telecommunications systems. NSF and all refused payments shall incur a $25 administrative fee per occurrence. Credit card charge-backs will incur a $50 administration fee. Comwave reserves the right to charge a 25% administrative fee for all accounts remitted to collections. Due to billing software limitations any reference to Tax 1 or T1 outside of Ontario Canada, is in fact an additional service charge and not a government tax. In Ontario Canada, T1 is Provincial sales tax. Calls to toll free numbers will be billed at our North America Long Distance rate. Calls to mobile phones in some overseas destinations are billed at higher rates. Rates are listed on our website. Your rates may be different based on your package.

2.03 Charges will commence as of the Activation Date of the Service(s).

The Subscriber must pay for the charges of Services either by credit card by providing Comwave with the Subscriber's credit card number upon subscribing for the Service or by Pre-Authorized cheque payment by providing Comwave with the appropriate banking information. The Subscriber authorizes Comwave to make such charges against such credit card or bank account to satisfy all charges for the Services. Comwave will charge the Subscriber's credit card or bank account for charges for the Unlimited Program or any other package in advance commencing on the date of activation of the Services (pro rata for the remaining days in such month) and thereafter, an amount equal to 1 month payment for all packages purchased by the Subscriber will be taken from the Subscriber's credit card during the period from the first day of the month of service until the last day of the month of service, on a monthly basis or as stipulated by Comwave. Payment for Standard Services shall be made on the first day of each month for the Standard Services used in the preceding month. Comwave at its sole discretion may elect to change billing dates. Call increments may vary depending on destination and length of call. The Subscriber must bring payment inquiries and disputes to Comwave's attention within 10 days after the charge for the Services have been paid or the Subscriber will be deemed to have accepted such charges as accurate in all respects. The Subscriber also agrees to make all payments by pre-authorized credit card payment with the card number given to Comwave during the activation process unless the Subscriber has enrolled for billing services in which case payment is due upon receipt of invoice.

2.04 Credit and Security Deposits

Comwave reserves the right to examine the Subscriber's credit record before activating the Services. Should Comwave at any time consider a prepaid credit deposit to be insufficient, a further credit deposit may be required before it provides, continues, or reinstates the Services to the Subscriber. Comwave will determine, at its discretion, how the Subscriber's deposit or other security will be allocated to satisfy outstanding amounts owed by the Subscriber to Comwave. By subscribing to the Services, the Subscriber authorizes Comwave to investigate the Subscriber'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 Comwave may reasonably request for this purpose. All deposits or other prepayments made by the Subscriber in connection with the Services will earn no interest.

2.05 Contract Term and MSF Rate Guarantee

Comwave services are sold on the following basis and will be subject to the Early Cancellation Fee (ECF) detailed in section 2.09.

(a) Home Phone Term Contracts: 1-year, 2 year, and 3-year contracts. ECF will apply. The contract term length can be identified by the subscriber on the invoice for services with a 1YR, 2YR, or 3YR designation. The Term of the contract shall also serve as a rate guarantee to the Subscriber whereby his Monthly Service Fee (MSF) cannot be increased by Comwave for the entire term. Customer may change plans throughout the term but may be required to pay a fee to compensate for promotions received by the Customer who would have otherwise not received them.

(b) Home Phone No Contract: The Subscriber may cancel service without ECF. Comwave may increase rates at any time by providing the Subscriber with 30 days notification.

(c) Home Phone Pre-paid: This service is sold as a bundle that includes service for a specific period of time. (Eg. $150 paid in advance, for 12 months of local phone service) Unless specifically advised by the Subscriber prior to the anniversary date, On each activation anniversary, Home Phone Pre-Paid is automatically renewed and the Subscriber will be charged once again. There are no refunds for any unused months for pre-paid service.

(d) Long Distance Service Contracts: Term contracts are subject to ECF.

2.06 Comwave's Right to Refuse to Provide Services

(a) the Subscriber owes amounts to Comwave that are past due;

(b) the Subscriber does not provide a security deposit or satisfy alternate security measures when requested by Comwave;

(c) Comwave has terminated the Services to the Subscriber in the past; and

(d) Comwave does not provide the requested Services to the country(s) desired by the Subscriber.

2.07 Services Interruption

(a) Comwave may interrupt the Services to the Subscriber at any time for any duration of time, without any notice or liability, in order to install, inspect, repair, replace or to perform necessary maintenance on the telecommunications equipment, facilities or network, or for other technical reasons as may be required.

(b) You may find the need to contact our Customer Service department.  You agree to accept all costs associated with contacting our representatives.  We do not accept collect calls.  Comwave service is provided to the Subscriber on a best-efforts basis. The Subscriber acknowledges that Home Phone VoIP service requires high-speed Internet connectivity. Poor or lack of Internet connectivity, power failure, VoIP blocking, computer viruses and the like (Connectivity Issues) will cause service interruption and or failure of the service to function. It is the responsibility of the Subscriber to remedy these Connectivity Issues.

(c) Comwave is not liable for:

(i) any disruption or unavailability of the Services;

(ii) any act or omission of any third party (including any other local telephone company, any connecting carrier or underlying carrier or other provider of connections, facilities, or Services);

(iii) the Subscriber's conduct, acts or omissions, or the operation or failure of the Subscriber's equipment or facilities;(iv) any event beyond the reasonable control of Comwave including acts of God, inclement weather including lightning, labour disputes, riots or civil disputes, war or armed conflict, any law, governmental order, decision or regulation, or order of any court of competent jurisdiction; and (v) its failure, for any reason, to activate the Services on the activation date Subscriber requested (vi) any charges by third parties including other telephone companies or wireless carriers for services they may have rendered in lieu of Comwave service.

(c) Comwave is a marketing company and does not provide actual telecom services. Comwave acts as an agent of various third party carriers and subscriber accounts are the property of the respective carrier. The employees or agents of other carriers are not and shall not be deemed to be agents or employees of Comwave. There is no express or implied warranty or condition, whether of merchantability, fitness for a particular purpose, or otherwise, with respect to the Services. In subscribing for the Services, the Subscriber obtains no proprietary right or interest in, any particular facility, service, equipment, telephone number or code associated with the Services.

The Subscriber agrees to indemnify and hold harmless Comwave against all claims, including fees and expenses of counsel, resulting from the Subscriber's use (or the use by others with the Subscriber's explicit or implicit consent) of the Services, the Subscriber's codes, facilities or equipment, which cause direct or indirect damage or harm to another party or to the property of another.

2.08 Suspension or Termination of Services by Comwave

(a) Without incurring any liability whatsoever, Comwave may suspend or terminate any or all of the Services for any reason whatsoever, including, without limitation, where the Subscriber:

(i) fails to pay an account that is past due, or Subscriber provides payment by cheque or credit card which is not honoured by Subscriber's bank;

(ii) fails to provide interim payments when requested by Comwave;

(iii) fails to provide or maintain a reasonable deposit or alternate security when requested to do so by Comwave;

(iv) fails to meet Comwave's credit requirements, or becomes bankrupt or otherwise insolvent;

(v) fails to comply with the terms of a deferred payment or credit agreement with Comwave;

(vi) violates any provision of these Terms;

(vii) uses or permits others to use the Services for a purpose or in a manner that is contrary to law; or for the purpose of making harassing, threatening, abusive, annoying or offensive calls;

(viii) charges or allows others to charge any other person for the use of the Services without Comwave's prior written agreement;

(ix) harasses, threatens or otherwise acts unreasonably towards Comwave, its employees or agents, in relation to the Services;

(x) alters or otherwise interferes with Comwave's facilities or equipment, or fail to replace or modify equipment or facilities which may harm, damage, interfere or pose a danger to others, the Services, or Comwave's equipment, facilities or network; or

(xi) fails to provide payment for other accounts with Comwave, including amounts owed by the Subscriber as a guarantor for the account of another;

(xii) uses or permits others to use the Services for resell;

(xiii) Abuses the network with excessive usage as may be determined by Comwave. Excessive usage shall be determined solely by Comwave

(xiv) uses or permits others to use the service for commercial or business use.

(b) A suspension or termination will not affect the Subscriber's obligation to pay any amounts owed to Comwave either during or after the suspension or termination. If termination occurs during a contract period, the Subscriber will be charged for all usage plus the contract obligations. Should reactivation of services be required, Comwave will levy a reconnection fee of $25.

(c) Where the Services are cancelled, either by the Subscriber or by Comwave as provided herein, and there is an undisputed credit balance on the Subscriber's account, the Subscriber may require that it be refunded to the Subscriber and Comwave reserves the right to charge a reasonable processing fee in connection with issuing refunds.

2.09 Subscriber's Right to Terminate Services and Early Cancellation

(a) Term Contracts: All Comwave Contracts renew automatically upon their expiration for successive equal terms unless specifically advised otherwise by the Subscriber. The Subscriber is responsible for early cancellation fees (ECF) of their contract period. ECF shall be calculated by multiplying the number of months remaining on the contract by the monthly fees associated with the Services in the contract. The contract start date shall be the date that the Subscriber enrolled for Comwave Services. In order to prevent the Contract from renewing automatically; the Subscriber must formally and personally request cancellation at least thirty days prior to the expiration date. Third party termination requests will not be accepted.

(b) No-Contract: Subscribers enrolled in a month-to-month package shall only be liable for the charges used up to one month after their cancellation date. In addition the Subscriber will be responsible for all charges for the Standard Service incurred up to the effective cancellation date. The Subscriber must formally and personally request cancellation at least thirty days prior to the expiration date. Third party termination requests are not approved.

(c) The Subscriber acknowledges that Comwave Services are provided on a best-efforts basis and lack of service or poor quality is not grounds for contract termination. Subscriber must allow Comwave reasonable time to diagnose and correct any problems that have been reported and documented by the customer to Comwave. If the problem cannot be corrected within thirty-days of the initial report by the Subscriber, the Subscriber may elect to terminate his contract without penalty or liability providing Comwave with written notice of his intent to cancel. Where Comwave has determined that the problem is not the fault of Comwave but rather with the Subscriber, his equipment, Internet, phone lines, connectivity and the like, then ECF shall apply.

2.10 Telephone Number Portability

You agree throughout the term of your Comwave Services, and provide Comwave with express consent herein to transfer your phone number to; (a) Comwave's preferred carrier partners and vendors as may be required from time-to-time without further consent by you, (b) transfer your phone number to Comwave upon request by you, (c) transfer your phone number from Comwave to an alternate carrier of your choosing upon request by you.

2.11 International Boundaries & Rate Variations

Calls to some countries may have higher rates due to international boundary and sovereignty disputes. Examples are territories such as Kashmir India, West Bank Israel, & Gaza Israel to name a few. Rates will be determined based on the area code being dialed and not the Country label.

3.0 Changes, and Modifications of the Services

Without incurring liability, Comwave may at any time and without notice to the Subscriber change, modify or terminate the Services, in whole or in part (including the rates or charges). In the event of any such change or modification, the Subscriber will be responsible for paying all charges incurred for the use of the Services despite the change or modification, both before and after the date thereof.

3.01 Subscriber Confidentiality and Privacy

Before you begin to use our services, you will be asked to register to become a member. To complete the registration, you will need to give us some information about yourself including but not limited to your name, Email address, zip code, postal code, age, and occupation. Comwave is collecting this information and we retain ownership of it.

3.02 Use of Information

Comwave believes that knowing more about you will enable us to serve you better. It allows us to communicate with you about your service, news and promotions and to personalize the content and services we offer you. Information that you provide to Comwave is kept confidential. Your information is for the use of Comwave and its subsidiaries. It is not shared with any other third party.

3.03 Rate Changes

Comwave reserves the unilateral right to change, modify, increase, decrease, or add surcharges, connection fees as may be required from time to time.

3.04 Promotions

Comwave may at its sole discretion promote Comwave services from time to time through a variety of media channels. This may include free services for a specific period of time (promotional period). After the promotional period the Subscriber will be billed for services automatically. The Subscriber must call Comwave Subscriber Service before the promotional period has elapsed and request to cancel future service. All cancellations must be verbal to Customer Service. With respect to free trial periods for customers on a contract term the free period is deemed a bonus period and added to the contract term. For clarity, Customers who sign up with Comwave Home Phone service for 1 year and are rewarded with 6 Free Bonus Months; the six months are on top of the 12 month term and not included as part of the term.

3.05 Service Abuse

You agree that your account may be monitored for use to determine: abuse, residential, business, fraudulent, or use that undermines Comwave operations in any way. Based on its determination Comwave may deactivate service immediately without notice or liability. For service plans marketed as Unlimited these plans are monitored for abuse that may hinder services to other Subscribers. Unlimited services are not to be used for telemarketing, or broadcasting of any kind. Abuse is deemed when usage of Comwave Unlimited services are in excess of 3000 minutes per month.

3.06 Equipment Returns

Some Comwave services like Home Phone require equipment to be shipped (Telephone Adapter) from Comwave to the Subscriber for use with the service. The following terms apply to Equipment Returns where applicable:

(a) All equipment that must be returned to Comwave for any reason must be at the Subscribers' expense. Comwave will not accept collect packages or pay to have packages picked up. All returned equipment must be returned to Comwave in perfect resalable condition in its original packaging. Equipment returned in less than perfect condition, will be charged for refurbishing.

(b) Replacement: If the equipment is deemed defective by Comwave, and new equipment is shipped to the Subscriber, the Subscriber is responsible at his own expense for the safe return of the defective unit to Comwave in good physical condition at the address indicated by Comwave representatives. All returned equipment must be accompanied with a note inside the packaging with the RA number (Return Authorization). Equipment without an RA will not be processed by Comwave.

(c) Cancellation: Upon cancellation of Comwave services, the Subscriber is responsible at his own expense for the safe return of the equipment to Comwave in re-sellable condition at the address indicated by Comwave representatives. All returned equipment must be accompanied with a note inside the packaging with the RA number (Return Authorization). If applicable, Comwave will issue the refund within six weeks from the equipment return date (Date in which the equipment arrived at the Comwave warehouse and a proof of delivery by signature can be established). Equipment without an RA will not be processed by Comwave.

(d) Fees: During a Promotional Trial period where equipment is required by the customer and Comwave has provided such equipment to be used with the service at no cost (Trial Equipment); Customer must return the Trial Equipment with an RA within 30 days after the expiration of the Promotional Period. After the Trial Period the customer is deemed to have accepted the Trial Equipment, and contract obligations; equipment returns will not be accepted by Comwave. Early cancellation or default of the contract by the Customer will result in ECF as listed herein plus $50 for the equipment. Comwave reserves the unilateral right to issue partial refunds when equipment is missing minor items such as cables, power supplies, manuals, packaging etc.

(e) Comwave Mobile devices are non-refundable.

(f) Home Phone Pre-paid may only be returned for refund within 30 days from the date of purchase and must have less than 15 minutes of usage. Returns are subject to a $25 restocking fee.

3.07 Equipment Warranty

Unless an Extended Warranty is purchased all equipment that you receive from Comwave carries a one (1) year manufacturer’s warranty. Extended Warranty coverage commences 30 days after purchase of the warranty.

3.08 Telephone numbers

If you were assigned a telephone number from Comwave, this number may at Comwave sole and absolute discretion and subject to applicable law be assigned to another Subscriber. Transferring phone numbers to Comwave (LNP) is possible only in Comwave serving territory. If you decide to transfer your existing phone number to Comwave from another telephone provider it is possible that your service will be interrupted in certain circumstances while the transfer is in process. Specific LNP instructions are listed in the LNP web page under "My Account". To transfer any number to another company (Reverse LNP) you will incur an administration fee of $50 per number.

3.09 No Directory Listing

Comwave does not automatically provide directory listings. Directory listings may be available in select serving area and by request only.

4.0 Service Incompatibility

Home Security Systems: The Home Phone service may not be compatible with home security systems. You may be required to maintain a telephone connection through your local exchange carrier in order to use any alarm monitoring functions for any security system installed in your home or business. You are responsible for contacting the alarm monitoring company to test the compatibility of any alarm monitoring or security system with your Home Phone service.

Fax Machines: The Home Phone service can work with most fax machines, however due to various machine configurations, Internet connectivity and bandwidth fluctuations, faxing using your fax machine and your Home Phone service is provided on a best-efforts basis and Comwave assumes no liability whatsoever and provides no guarantee that faxing will work.

Relocating & International Destinations: Some countries block Voice Over IP (VoIP) services and your Comwave Home Phone service may not work if your relocate it to a country that blocks VoIP service. Comwave assumes no liability due to blocked VoIP traffic.

The Home Phone dial tone comes out of "line 1" and "line 2" on the back of the Telephone Adapter. In most cases you will connect a telephone to the back of the Telephone Adapter. You can also however connect the Telephone Adapter "line 1" or "line 2" to any available telephone jack in the home. This setup MIGHT work and is not supported by Comwave Technical Support department because of the many variables.

4.01 Rate Guarantee

Comwave will match or beat any advertised long distance rate for like services. The Subscriber must contact Comwave to notify Comwave of the competitor rate and Comwave shall confirm such, prior to adjusting the Subscriber's rate. The rate guarantee does not apply to pre-paid calling cards, bundled minute plans and select regions of the world including occupied territories and disputed lands.

4.02 General Terms

(a) Enurement/Assignment: These Terms are binding upon and shall ensure to the benefit of the parties and their respective successors, heirs, executors, administrators, personal representatives and permitted assigns; provided, however, that the Subscriber shall not assign or transfer its rights or obligations under these Terms without the prior written consent of Comwave.

(b) Notices: Notices shall be in writing and delivered by personal delivery or certified or registered mail to the last address provided by the Subscriber.

(c) Unenforceable Provisions: If any part of these Terms shall be invalid or not enforceable under applicable law, such part shall be ineffective to the extent of such invalidity or unenforceable part only, without in any way affecting the remaining parts of these Terms.

(d) Governing Law: 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 applicable in such province.

(e) Entire Agreement: These Terms set forth the entire agreement between the parties with respect to the subject matter hereof and supersede and replace all previous discussions, negotiations and agreements.

(f) French: The Subscriber confirms that it wishes to have these Terms written in English only. Les parties aux présents confirment leur volonté que la Convention relative aux services de voix soit rédigée en langue anglaise seulement.