Legal

Terms & Conditions

Last updated · March 20, 2023

EspioLabs Corp. ("EspioLabs") offers services under the EspioLabs brand. The terms below — comprising the Service Schedule, the Master Services Agreement, the Privacy Policy, the Acceptable Use Policy and the service-specific Terms and Conditions — together govern your use of this site and any subscription to our services. Please read them carefully before using the site or subscribing.

EspioLabs Service Schedule to EspioLabs Master Services Agreement

This Service Schedule forms part of the EspioLabs Master Services Agreement available at www.espiolabs.com/terms. This schedule is subject to the liability limitations contained in the Master Services Agreement. Customers must read and accept these terms before using the site or subscribing to services.

1. Subscription

Customers must provide accurate information when subscribing and must keep their account details up to date. EspioLabs reserves the right to suspend or terminate an account where information is incomplete or inaccurate. Users must be of legal age to form a binding contract; minors require a parent or guardian to subscribe on their behalf.

2. Software

EspioLabs grants a non-exclusive, non-transferable, revocable, limited license to use its software. The software may not be transferred, assigned, sublicensed or altered. Restrictions include: no copying beyond a single backup, no derivative works, no sublicensing, no reverse engineering, no redistribution, no removal of proprietary notices and no publishing of benchmarks without prior written consent. All intellectual property rights remain with EspioLabs or the original rights owners.

3. Use of the Service

System requirements. Customers are responsible for ensuring their systems meet the minimum requirements to use the Service. EspioLabs is not liable for connection difficulties arising from inadequate systems.

Installation.Downloads occur at the customer's own risk. EspioLabs disclaims liability for hardware or system damage arising from installation.

Third-party software. EspioLabs assumes no responsibility for third-party downloads, spyware, malware or viruses.

Number porting in. Customers must complete a Letter of Authorization (LOA) and remain responsible for cancelling service with their previous carrier. EspioLabs is not liable for lost numbers or reclamation charges where a customer cancels prior service before the port has completed.

Number porting out.With 30 days' notice, customers may port numbers to another provider. Service charges continue until termination, and suspended accounts may be denied port-out requests. An unsuccessful port does not terminate the service or related obligations.

Acceptable use. Customers must adhere to the EspioLabs Acceptable Use Policy set out below at www.espiolabs.com/terms.

4. Equipment

Customers may purchase or rent equipment for use with the Services. Equipment must be operated in accordance with the manufacturer's specifications and all applicable laws. Customers may not sell, lease or dispose of equipment without clearing all amounts owing (and, in the case of purchased equipment, not before full payment), and must use the equipment only as designed. The customer bears the risk of loss, destruction or confiscation from the date of delivery and is responsible for insuring the equipment from that date.

5. Support

EspioLabs offers varying levels of support. Customers should first review the FAQ and Forum sections or contact us via the "Contact Us" section. Support covers technical assistance for normal wear and tear on EspioLabs hardware. EspioLabs does not provide support for third-party services, hardware or modifications, and is not responsible for problems caused by customer equipment installation or configuration.

6. Account Information and Payment

To create a Customer Account, you must provide the required information. Only one account per person is permitted. We accept Visa and MasterCard; recurring charges require pre-authorized payment via credit card or EFT. Customers are responsible for all applicable taxes. Immediate-payment purchases generate an electronic receipt.

Card updates. Customers must notify EspioLabs of any card number or expiration change. Non-honored cards may result in suspension until payment is received.

Current pricing.There is no charge for the EspioLabs Mobile App or Softphone Services, excluding equipment, long distance and ancillary services. EspioLabs reserves the right to change fees with 30 days' written notice to the registered email.

Credit checks. EspioLabs reserves the right to run credit history checks; by subscribing, customers consent and agree to provide any necessary information.

7. Service Terms and Cancellation

The Service begins on the date the Software is downloaded (the "Activation Date") and ends upon cancellation by either party. Customers may cancel with 30 days' written notice; a $100 administrative fee may apply where cancellation occurs within 90 days of activation. EspioLabs may cancel immediately for breach or for violations of the Acceptable Use Policy. Rental equipment must be returned within 15 days, failing which the customer will be charged the full purchase price. Returned equipment must include all original cables and adapters and be free of physical damage.

8. Privacy

EspioLabs protects customer privacy in accordance with the EspioLabs Privacy Policy. We use customer information to deliver a positive experience, to bill and collect for products and services, to understand customer requirements and preferences, and to make information available about EspioLabs offerings.

9. Order of Preference

This Schedule forms part of the Master Services Agreement. In the event of a conflict, the terms of this Schedule prevail to the extent of the conflict.

Intellectual Property Notices

Copyright © 2023 EspioLabs Corp. All rights reserved. The Site, the Service and all content (including images, icons, software, design and applications) are the property of EspioLabs Corp. and are protected by Canadian and international copyright and trademark laws. Use of the Site or Service transfers no ownership or rights to the customer. "EspioLabs" and the associated graphics, logos and slogans are trademarks of EspioLabs Corp.; reproduction is prohibited without express written permission. Other marks appearing on the Site are the property of their respective owners; any use of the marks displayed on the Site is strictly prohibited.

EspioLabs Master Services Agreement

This Agreement is between EspioLabs Corp. (incorporated under Federal Canadian law) and each customer who subscribes to services under one or more applicable Service Schedules.

1. Services

Customers subscribe to EspioLabs and to its affiliate or subsidiary services pursuant to executed or online-accepted Service Schedules, governed by this Master Services Agreement and the applicable Schedule.

2. EspioLabs Facilities

EspioLabs owns all rights in the EspioLabs Facilities or has obtained the necessary third-party rights; customers acquire no rights in them. Customers must provide, prepare and maintain the locations, facilities and equipment required for installation of the EspioLabs Facilities in accordance with EspioLabs specifications and at the customer's expense.

If a customer fails to provide, prepare or maintain its premises properly, or fails to comply in a timely manner, EspioLabs is not liable for delays in service commencement or for any interruptions or damages, and the customer is liable for any additional installation or restoration costs. The customer may not alter, add to or repair EspioLabs Facilities or permit unapproved access without prior written consent. The customer is responsible for any loss or damage to EspioLabs Facilities located on its premises. Facility purchase terms appear in the applicable Schedule; EspioLabs retains ownership until full payment.

3. Billing and Payment

EspioLabs invoices monthly in advance by email. Recurring charges are pro-rated for partial-month service, and payment is due 30 business days from the invoice date. Under-billed charges remain payable when re-invoiced, within one year of the service date. Invoices include charges, applicable taxes, charges imposed by law, overdue interest and returned-cheque fees, all of which are the customer's responsibility.

Interest. 2.5% monthly interest accrues on amounts unpaid 60 business days after the invoice, or the maximum legal rate if less.

Third-party charges. Subject to change; EspioLabs may pass such charges to customers.

Unusual expenses. Customers are liable for the expenses of any special construction or unusual service they request.

Maintenance. EspioLabs bears normal wear-and-tear maintenance; additional customer-requested maintenance is charged at standard rates.

Dispute resolution. Full payment of undisputed amounts is required. Written notice of any dispute must be given within 30 business days of the invoice, with supporting documentation; after 30 days the invoice is deemed accepted. EspioLabs will resolve disputes within 30 business days. Favorable resolutions are credited to the next invoice; unfavorable determinations are due within 5 business days. Undisputed amounts and subsequent invoices must be paid in accordance with the agreement.

Collection costs. Customers are liable for all costs of collection or attempted collection, including legal fees.

4. Resale and Restrictions on Use

Customers may not resell the Services or make them available to third parties for value. Customers must ensure that all permitted users ("End Users") comply with this Agreement, the applicable Schedules and the Acceptable Use Policy, and are liable for End User use and content.

Prohibited uses include:

Interfering with EspioLabs Facilities or with others' access to them.
Violating EspioLabs' reasonable instructions.
Violating applicable laws or third-party rights.
Avoiding payment of charges.

Where a violation poses an immediate threat of harm to facilities or service, violates the law, or risks EspioLabs' relationships with providers or customers, EspioLabs may suspend or terminate service immediately without notice. Customers indemnify EspioLabs against illegal activities of End Users or the customer. EspioLabs has no liability for unlawful use and no obligation to monitor content.

5. Inspection and Maintenance

EspioLabs may upgrade, maintain or migrate Services and Facilities from time to time without notice. We will use reasonable commercial efforts to notify customers before any interruption for system maintenance and to schedule such maintenance during non-peak hours (midnight to 6 a.m. local time). Interruptions for maintenance do not constitute a failure of performance.

6. Customer Responsibility

Customers are responsible for the security of their premises and the privacy of their transmissions, and for protection against security breaches, privacy risks and the risks of installation, use, maintenance and change.

7. Term and Termination

EspioLabs may terminate for non-payment 10 business days after written notice if the default is not cured; for material breach 30 business days after written notice if the breach is not cured; and immediately where prohibited by law.

Customer may terminatefor material breach 30 business days after written notice if the breach is not cured; immediately upon EspioLabs' bankruptcy or insolvency; and during a renewal term on 30 business days' written notice without cause.

On termination, all amounts become immediately due, the customer must cease using the Service immediately, and the customer must return all EspioLabs Facilities, documentation and materials at its own expense. Termination does not relieve a party of obligations accrued prior to termination.

Termination fees.The customer will pay the greater of 50% of the average three months' charges multiplied by the remaining months, or the minimum commitment for the balance (prorated if yearly); together with any third-party costs EspioLabs must continue paying with the customer's knowledge or approval, and any installation, one-time or monthly charges that were waived or discounted in exchange for a service-term commitment. The customer acknowledges that termination fees represent liquidated damages and not a penalty.

8. Ownership

Customers acquire no property rights in any dial-number, IP number or domain name assigned to them. EspioLabs may change these at the request of any legal or regulatory authority (including the CRTC or a court order), giving the customer prompt notice. Provided software and documentation remain the property of EspioLabs or its licensor; customers must protect them from theft, loss and damage, and must review and comply with the end-user license agreement before installation. Licenses terminate upon termination of this Agreement unless otherwise provided.

9. No Warranty

EspioLabs does not guarantee error-free or uninterrupted operation and has no liability for failures, breakdowns, interruptions or degradation, regardless of cause or duration. EspioLabs and its affiliates, employees and agents make no warranties, representations, conditions or guarantees of any kind — express or implied — regarding the Services, products or Facilities, including any warranty of fitness for a particular purpose, merchantability, network transmission capacity, transaction security, fault tolerance, suitability for high-risk use or compatibility with third-party offerings. All warranties are excluded to the extent permitted by law. The customer acknowledges that it has not relied on any representation, warranty, condition or guarantee by EspioLabs.

10. Limitation of Liability

In this section, "EspioLabs" includes EspioLabs and its affiliated and subsidiary companies, directors, officers, employees, consultants, contractors and agents. Except for direct damages caused by EspioLabs' negligence to real or tangible property or to bodily integrity (including death), EspioLabs' liability is limited to proven direct damages not exceeding one month's average charges for the affected Service (the average over six months, or the length of the agreement if shorter).

EspioLabs is not liable for:

Third-party defamation, copyright, trademark or other rights infringement arising from use of the Service.
Patent infringement arising from combining customer or End User equipment with the Services or Facilities.
Acts or omissions of any connecting or underlying carrier or provider.
Delays in installation or transfer of Service.
Capacity shortages outside of EspioLabs' network.
Unauthorized use of the Service.
Power fluctuations or failures at customer or End User locations.
Interruptions for system or emergency maintenance.
Acts of God, public enemy, civil or military authority, fires, strikes, riots, war, transportation delays, labor issues, power shortages or other uncontrollable events.

EspioLabs is not liable for any consequential, indirect, special, exemplary or punitive damages, lost savings or profits, business harm, lost revenue or lost data arising from faults, interruptions or delays in the Service or from inaccuracies, errors or omissions in information, whether or not advised of the possibility of such damages. EspioLabs is not liable for third-party or customer-provided facilities, equipment, software, applications, services or content; for unauthorized access, theft, alteration, loss or destruction of data (including by viruses); or for any acts, omissions or failures of the customer or End Users. EspioLabs has no liability for illegal or unlawful use of the Service. These limitations apply regardless of the form of action (whether contract, warranty, strict liability, tort or negligence) and survive any failure of essential remedy.

11. Liability of the Customer

In this section, "Customer" includes the customer and its affiliated and subsidiary companies, directors, officers, employees, consultants, contractors and agents. The customer is liable for damages to real or tangible personal property or to bodily integrity (including death) caused by the customer or any End User. The customer is not liable to EspioLabs for indirect, incidental, consequential, reliance-based or special damages — including business harm or lost profits, savings or revenues — whether or not advised of the possibility of such damages.

12. Indemnity

The customer will defend, indemnify and hold harmless EspioLabs from all claim-related damages, liabilities, losses, injuries, claims, costs and expenses (including legal fees) arising from: the content of customer or End User transmissions; the customer or End User's use of the Service, including any violation of Article 4; the customer or End User's facilities or connections; and any breach of this Agreement, an applicable Schedule or warranty by the customer or any End User.

13. Confidentiality of Information

Unless the customer expressly consents or disclosure is required by law, EspioLabs will keep customer information (other than name, address and listed phone number) confidential, disclosing only to:

The customer.
The customer's agents (in EspioLabs' reasonable judgement).
Other telephone companies for efficient or cost-effective provision of telecommunications, on a confidential and limited-use basis.
Service supplier companies for a required purpose, on a confidential and limited-use basis.
EspioLabs' agents for credit-worthiness evaluation, collection assistance or administrative functions on a required and limited basis.
Law enforcement where there are reasonable grounds to believe information is false or misleading or relates to unlawful activity.
Public authorities for emergency alerting where there is imminent danger to life, health or security.
EspioLabs affiliates for telecommunications or broadcasting services on a confidential and limited-use basis.

See the EspioLabs Privacy Policy below or at www.espiolabs.com/policy for details on the treatment of personal information.

14. Dispute Resolution

Before arbitration, the parties will use good-faith informal and confidential efforts to resolve any dispute. Unresolved disputes proceed to arbitration under the laws of Ontario. Either party may give written notice setting out the particulars of the dispute. Within 5 business days, the parties will appoint a single arbitrator; failing agreement, a court of competent jurisdiction will appoint one. Costs are determined by the arbitrator. The award is final and binding.

15. General

Force majeure. EspioLabs is not liable for failures of performance (other than payment) caused by circumstances beyond its reasonable control, including acts of God, public enemy, civil or military authority, fires, strikes, energy unavailability, transportation delays, riots and war, provided we make reasonable efforts to remediate.

Notice addresses. EspioLabs Corp., email [email protected]. Customer notices are given as set out in the applicable Schedule or other written notice.

Notice methods. Personal or overnight courier delivery is effective on delivery; prepaid registered post, 5 business days after posting (unless received earlier); facsimile or electronic, the day following transmission.

Governing law. This Agreement is governed by the laws of Ontario, without regard to conflict-of-law principles. The parties attorn to the jurisdiction of the Ontario Courts.

Entire agreement. This Agreement and the applicable Schedules contain the entire arrangement between the parties and supersede all prior communications, negotiations, understandings and representations.

Severability. Unenforceable provisions become ineffective without invalidating the remaining provisions. The parties intend any illegal or unenforceable provision to be amended to the extent necessary to render it valid and enforceable.

Relationship. The relationship between the parties is that of independent contractors. No agency, partnership, joint venture or other joint undertaking is created. The customer has no authority to bind EspioLabs or to make representations on its behalf.

Waiver.EspioLabs' failure to exercise a right or insist on compliance does not constitute a waiver of that provision.

Assignment.Neither party may assign without the other's written consent, except that EspioLabs may assign its right to receive payment, may assign this Agreement to an affiliate, or may assign this Agreement in connection with the sale of substantial assets. The Agreement is binding on and benefits the parties and their successors and permitted assigns.

Order of preference. Where this Agreement and a Schedule conflict, the Schedule prevails to the extent of the conflict.

Language. This Agreement is in the English language at the express request of the parties.

16. Modifications

These terms (including fees, charges, features, content and other aspects of the Service) may change at any time without notice. Customers are responsible for reviewing this Agreement on the EspioLabs website regularly for timely notice of changes.

17. Contacts and Questions

Questions about this Agreement may be sent to [email protected].

Privacy Policy

In this Policy, "EspioLabs" means EspioLabs Corp. and its affiliates and subsidiaries.

Purpose

EspioLabs recognizes that customers value the privacy of their personal information. This Policy provides information to help you make decisions regarding the provision of personal information to EspioLabs.

Personal Information and Our Commitment

Personal information is information that identifies an individual, including name, email, mailing address, telephone number, financial information and date of birth. EspioLabs supports the federal Personal Information Protection and Electronic Documents Act and similar provincial legislation, and follows information practices consistent with the Ten Principles of Privacy Protection.

Principle 1 — Accountability

EspioLabs is responsible for the personal information under its control, including any information transferred to a third party.

Principle 2 — Identifying Purposes

We collect personal information for the following purposes:

Providing services and products to customers.
Delivering a positive customer experience and managing accounts (billing, collection, advertising, promotion and verification, possibly through an affiliated company).
Evaluating financial status and credit eligibility.
Identifying customer needs and preferences.
Meeting legal and regulatory requirements.
Administering business operations.
Other purposes permitted or required by law.

We identify the purposes of collection at the time information is collected. Co-branded products offered with partners require consent to both EspioLabs' and the partner's collection, use and disclosure of the connected personal information.

Principle 3 — Consent

EspioLabs obtains consent for the collection, use and disclosure of personal information except in circumstances permitted by law. Consent may be obtained orally (for example, by telephone) or online (for example, by check-off at registration or product use). Purposes are stated so an individual can reasonably understand them.

Personal information may be collected, used or disclosed without consent where:

It is clearly in the individual's interest and timely consent is not possible.
There is an emergency threatening an individual's life, health or security.
Knowledge or consent might compromise the availability or accuracy of information relating to an investigation of a breach of an agreement or contravention of the law.
Disclosure is for debt collection or in compliance with a subpoena, warrant or court order.

Customers may withdraw consent at any time, subject to legal or contractual restrictions and reasonable notice. Contact [email protected] for information about withdrawing consent.

Principle 4 — Limiting Collection

EspioLabs limits the collection of personal information to what is necessary for the identified purposes. Information is collected by fair and lawful means.

Cookies.The site uses cookies — small files sent to and stored on the customer's drive. Cookies assign a unique identification code used to collect anonymous information. Site cookies track visitors, support research and improve content and services. Cookies do not collect personal information; only information that you knowingly and willingly provide is collected. You can set your browser to notify you of, or prevent, cookie use, but doing so may limit site functionality.

Principle 5 — Limiting Use, Disclosure and Retention

EspioLabs does not use or disclose personal information beyond the purposes for which it was collected, except as described above where consent may be inappropriate. Information is retained only as long as necessary to fulfil its purposes or as required or permitted by law.

Principle 6 — Accuracy

EspioLabs takes reasonable steps to keep personal information accurate, complete and current as needed for its intended purposes. The extent of any update depends on the use of the information and the interests of the individual.

Principle 7 — Safeguards

EspioLabs protects personal information with security safeguards appropriate to its sensitivity, including physical safeguards (locked cabinets, restricted office access), organizational safeguards (security clearances and need-to-know access) and technological safeguards (passwords). Employees are made aware of the importance of confidentiality and are governed by non-disclosure obligations.

Principle 8 — Openness

This public document makes EspioLabs' privacy policies and practices and the types of personal information we collect readily available. Customers may download and print this Policy.

Principle 9 — Individual Access

On written request, EspioLabs will inform a customer of the existence, use and disclosure of their personal information and provide access to it. Customers may challenge the accuracy and completeness of the information and have it amended as appropriate. Access exceptions include: information that contains references to other individuals and cannot be severed; information protected by solicitor-client privilege; information properly collected without the individual's knowledge or consent for investigation of a breach of agreement or contravention of law; information generated by a formal dispute resolution process; and information required or permitted by law to be withheld.

Principle 10 — Challenging Compliance

Concerns, questions or compliance complaints can be sent to [email protected] for further information. The person accountable for compliance may seek external advice before issuing a final response. EspioLabs investigates all complaints.

Effective Date

This Policy may be modified at any time without notice. Last updated March 20, 2023.

Acceptable Use Policy

Customers using EspioLabs Internet access, PBX systems, services, hosting, internetworking, messaging or communication services (collectively, the "Services") must not engage in the prohibited activities described below. In this Policy, "EspioLabs" means EspioLabs Corp. and its affiliates and subsidiaries, and "Customer" means an individual or organization with a service agreement or contract for use of a Service.

1. Consequences of Breach

Engaging in a prohibited activity may, in EspioLabs' sole discretion and without notice, result in any of the following:

Restriction, suspension or termination of Service use, without compensation.
Blocking or filtering of customer content, data or material.
Complaint processing fees, disconnection fees or additional service charges to the account.
Deletion of server content, data or material.
Involvement of law enforcement.

These activities may result in civil or criminal liability. The above applies notwithstanding any language to the contrary in the Agreement. Customers are responsible for the use of the Service by any third party, authorized or not.

2. Disclaimer and Assumption of Risk

Despite this Policy, use of the Services is at the customer's risk. Risks include credit card theft, identity theft, fraud, solicitation, stalking, invasion of privacy, unwanted receipt of offensive or obscene material, trespass to chattels and denial-of-service attacks. EspioLabs expressly disclaims any obligation to monitor for Policy violations and accepts no responsibility — in contract, tort or otherwise — for damage to customers or users of the Service.

3. Cooperation with Other Providers and Law Enforcement

EspioLabs may cooperate with other online service providers to discourage and resist abuse of acceptable use policies. EspioLabs reserves the right to report illegal activity to governmental authorities and to assist in prosecution.

4. Criminal Offences

The following criminal offences are prohibited:

Communicating hatred.
Pyramid selling.
Unauthorized use of a computer.
Mischief in relation to data.
Fraud.
Defamatory libel.
Obscenity.
Child pornography.
Harassment or stalking.
Uttering threats.

5. Civil Offences and Violations of the Rights of Others

The following civil offences and violations of others' rights are prohibited:

Copyright infringement.
Trade-mark infringement.
Patent infringement.
Misappropriation of trade secrets.
Defamation.

6. Other Prohibited Activities

Scanning or probing another computer system.
Obstructing or bypassing computer identification or security procedures.
Engaging in unauthorized computer or network trespass.
Maintaining an open relay service to the general public.
Denial-of-service attacks.
Posting, uploading, reproducing, distributing or transmitting viruses, Trojan horses, worms or other harmful or disruptive components.
Exporting Canadian or U.S. equipment, software or data in contravention of export control legislation.
Falsifying address information, modifying message headers to hide identity, or impersonating others to circumvent this Policy.
Posting, uploading, reproducing, distributing, transmitting or collecting responses to unauthorized or unsolicited duplicative email, junk or bulk email, chain letters, newsgroup postings or "spam".
Directly or indirectly encouraging, facilitating, promoting, relying upon or permitting any prohibited activity — including failing to implement reasonable technical and administrative measures against spam, viruses and worms.

7. Indemnification

Customers indemnify and hold harmless EspioLabs from any demands, claims, proceedings, awards, actions, damages, losses, costs, charges and expenses (including legal fees) arising from a violation of this Policy. Customers will give EspioLabs prompt notice of any known demand, claim or proceeding.

8. Modifications

The terms of this Policy may change at any time without notice. Customers are responsible for reviewing this Policy on the EspioLabs website regularly for timely notice of changes.

9. Contacts and Questions

Questions about this Policy or reports of Internet abuse may be sent to [email protected].

Terms and Conditions (Service-Specific)

1. Use of Service

Customers agree not to resell or transfer the Services to any other person. Services and equipment are provided for the customer's conventional business use only and not in any other way or for any other purpose. EspioLabs reserves the right to suspend, terminate or modify a Service immediately and without notice or liability if misuse is determined (including residential or commercial use, or use exceeding conventional business use). The site and Service are provided on an "as is" and "when available" basis without representations.

2. Computer System Requirements

Customers must provide, prepare and maintain the locations and facilities required to install EspioLabs' necessary facilities and ensure that their computer meets the minimum requirements for their usage and needs. Provisioning, preparation and maintenance must comply with EspioLabs' specifications and are at the customer's expense. See espiolabs.com/services for additional information. If a customer fails to provide, prepare or maintain properly, or fails to comply in a timely manner, EspioLabs is not liable for delay in service commencement or for any interruption or damage, and the customer is liable for additional installation or restoration costs.

3. Third-Party Software and Downloads

EspioLabs is not responsible for third-party software downloads or customer-installed hardware that alter the Service connection or the customer's computer configuration, or that prevent the customer's connection to the Internet or affect speed or service. EspioLabs is not responsible for spyware, malware or viruses contracted from use of the World Wide Web.

4. Equipment

Customers may purchase or rent equipment ("Equipment") for use with the Services. Equipment is located and used at the location designated by the parties in writing (the "Equipment Location"). The customer must operate the Equipment in accordance with the manufacturer's general operating specifications and standards and applicable laws. The customer must not sell, lease or dispose of the Equipment and must keep it free of encumbrances; in the case of purchased Equipment, the customer may sell, lease or dispose of it after satisfying all amounts owing.

The customer must use the Equipment as designed and as a prudent and careful owner would. The customer bears the risk of loss, destruction or confiscation of the Equipment from delivery to the Equipment Location and is responsible for insurance from the date of delivery.

Software licensing.Software is licensed on an "as is" basis. The customer's right to use the software is subject to the supplier's license terms and conditions. Any license agreement required by the supplier must be signed in the form required.

Default remedies.On default, EspioLabs may enforce — cumulatively, successively or concurrently — any of the following remedies: (i) retain payments as liquidated damages; (ii) enter the Equipment Location and remove any or all of the Equipment; (iii) sell, lease or dispose of the Equipment on the customer's account, with the customer liable for repair and deficiency costs; (iv) at its option, retain the Equipment or any part of it in satisfaction of the customer's indebtedness; and (v) exercise the rights and remedies of a secured party under applicable personal property security legislation.

5. Technical Support

EspioLabs offers free technical assistance and support for EspioLabs-rented or purchased Service or hardware that degrades or malfunctions due to normal wear and tear, unless otherwise specified. EspioLabs does not provide technical support for third-party services, hardware, PC repair services, enhancements, upgrades or modifications, and is not responsible for correcting or fixing problems or errors caused by customer equipment or system installation, configuration or modification, or for any related costs.

6. Service Term

Services are provided for the period set out above.

7. Service Cancellation

Termination and termination charges follow the termination provisions of the Master Services Agreement. On termination, rental equipment must be returned within 15 days of the termination date, failing which the customer will be charged the full purchase price. Returned equipment must include all original cables and power adapters and be free of physical damage.

8. Service Specifications

EspioLabs cannot guarantee connection speed because the distance between the customer's premises and the EspioLabs Data Center or remote server affects speed. EspioLabs uses reasonable efforts to deliver and install the Service on the activation date. Delays may arise from customer availability or third-party supplier or provider acts or omissions. EspioLabs does not guarantee delivery or installation on the activation date.

9. Service Interruption Credit

If Services are interrupted for at least 24 hours after the customer notifies EspioLabs, EspioLabs will provide an allowance equal to one-thirtieth of any fixed billing-cycle charges for the affected Service for each full 24-hour period of interruption. The monthly credit will not exceed the average monthly charges for the affected Service. Non-recurring and usage charges do not qualify. The credit described here is the customer's sole and exclusive remedy for interruption.

Customers must request a credit within 30 days of the validated interruption; failure to do so waives any outage credit rights. EspioLabs determines, in its sole and absolute discretion, whether an interruption is valid. Multiple similar or related troubles on the same line never receive multiple remedies. Customers must be current on payables prior to receiving a credit.

The following interruptions do not qualify:

Customer or third-party component, network or system failure.
EspioLabs network maintenance.
Force majeure events.
Customer or third-party acts, omissions or negligence, or breaches by the customer of any term or condition of the Master Services Agreement, a Schedule or an addendum.

10. Installation

The customer demarcation point is the standard location at which external wiring terminates and inside wiring connects. Services are installed to the demarcation point. EspioLabs is not responsible for equipment beyond the demarcation point, except for an EspioLabs customer premise equipment (CPE) device, and is not responsible for wires beyond the demarcation point. Any additional wiring or circuit termination beyond the demarcation point is the customer's sole responsibility. Where wiring work is required by EspioLabs, EspioLabs may perform it at a fee determined by EspioLabs.

11. Billing and Fees

All fees collected by EspioLabs are non-refundable. Monthly Services require pre-authorized credit card or EFT payment. Payment may be made by Visa or Mastercard credit card, EFT or cheque. Customers are responsible for any present or future taxes enacted in connection with use of the Service.

Customers paying by credit card must notify EspioLabs before the next invoice is due of any card expiration, billing address change or cancellation or replacement due to loss or theft. Initial use of the Service authorizes EspioLabs to charge the credit card on file for fees and taxes; authorization continues until 30 days after the customer's notice of intention to terminate or until the final owing amount is charged. If a payment form is declined, the Service may be suspended until paid. EspioLabs is not liable for any costs, damages, delays, interruptions or claims arising from such suspension or non-payment termination.

Default accounts are subject to a 2.5% minimum monthly interest charge. A service-provider change resulting in extra work attracts a one-time $50.00 fee.

12. Shipping and Handling

Unless expressly stated, shipping is not included with orders or returns. The customer agrees to pay all shipping and handling charges and any Service fees and charges.

13. Intellectual Property Notices

The site, the Service and all information and content (including images, icons, software, design and applications) are the property of EspioLabs Corp. and are protected by Canadian and international copyright, trademark and other laws. Use of the site or Service transfers no ownership or other rights in the site, content or Service. "EspioLabs" and the associated graphics, logos and slogans are trademarks of EspioLabs Corp. and may not be reproduced without express written permission. Other product and company names and logos appearing on the site are the registered or unregistered trade names, trademarks or service marks of their respective owners. Use of any trade names, trademarks, service marks or logos displayed on the site ("Marks") is strictly prohibited. Nothing appearing on the site implies any license or right to use any Mark.