TAYO TELECOM MASTER SERVICES AGREEMENT

Tayo Telecom Inc. (“Tayo Telecom”) offers certain services under the Tayo Telecom brand (the “Tayo Telecom Service(s)” or the “Service(s)”), the terms of which are found in this master services agreement. The Customer agrees to be bound by the terms and conditions set out in this master services agreement which can be found at www.tayotelecom.com/terms-conditions.

THE CUSTOMER MUST READ AND ACCEPT THESE TERMS AND CONDITIONS OF USE BEFORE USING THE SERVICE. THESE TERMS AND CONDITIONS OF USE CREATE AN AGREEMENT BETWEEN THE CUSTOMER AND TAYO TELECOM. THESE TERMS AND CONDITIONS OF USE GOVERN THE CUSTOMER’S USE OF THE SERVICES OFFERED, INCLUDING THE SERVICE SOFTWARE, THE ASSOCIATED MEDIA, ANY PRINTED MATERIALS, DATA, FILES, INFORMATION AND ANY ONLINE OR ELECTRONIC DOCUMENTATION “(SOFTWARE”). EACH TIME THE CUSTOMER USES THIS SERVICE, THE CUSTOMER ACKNOWLEDGES THAT IT HAS READ, UNDERSTOOD, AND AGREES TO BE BOUND BY THESE TERMS AND CONDITIONS OF USE.

The following terms and conditions apply to all the Tayo Telecom Services unless specifically noted in the section title as applying only to a Service.

SUBSCRIPTION
The Customer, as identified in the Customer Account (as defined herein), and may be referred to as “You” or “Customer”, subscribes to Tayo Telecom Services subject to the terms and conditions specified herein.

The Customer is responsible for providing accurate information and for updating any information on the Customer’s account. Tayo Telecom reserves the right to suspend or terminate the Customer’s account if provided with incomplete or inaccurate information at the time of subscription or any time thereafter.

The Service may be used only by persons who have reached the age of majority and who can form legally binding contracts under applicable law. If the Customer is under the legal age of majority in the jurisdiction in which it lives and wishes to subscribe to the Service, a parent or legal guardian must subscribe to the Service on behalf of the Customer.

SOFTWARE
Software license

At the time of subscription, Customer shall receive or shall be entitled to download the Software required to run and operate the Service.

Subject to the terms and conditions of this Agreement, Tayo Telecom grants to Customer a non-exclusive, non-transferable, revocable, limited license to use the Software.

Customer shall have no right to transfer, assign or sublicense the Software or alter the Software or the code in any way.

Ownership of Software and Service

All right, title and interest in the copyright, patents and intellectual property rights in the Software and the Service or any part thereof remain with Tayo Telecom or the original owner of such rights.

USE OF THE SERVICE
System Requirements

The Customer is responsible for ensuring that Customer’s computer, smartphone, and system meet the minimum system requirements to run the Service. If the Customer’s system does not meet these requirements, Tayo Telecom is not responsible for any connection difficulties or Service delays, deficiencies, interruptions, or related damages the Customer may have as a result. ADD LINK

Installation

The Customer is responsible for the download and installation of the Software and the Service. Customer acknowledges that all installations and downloads of the Software are at your own risk. Tayo Telecom is not responsible for and will not be liable for any hardware, system or third-party software damages or malfunctions that may arise from the installation, download, or use of the Services.

Third Party Software and Downloads

Tayo Telecom is not responsible for third party software downloads or hardware installed by the Customer which may alter the Service connection, the Customer’s computer configuration or which may prevent or alter internet connection, speed, or service or have any other impact on the Service.

Tayo Telecom is not responsible for any spyware, malware, or virus the Customer contracts on his/her computer from using the internet.

Tayo Telecom assumes no responsibility whatsoever for any internet or email or other connection software the Customer may run on its computer. Tayo Telecom assumes no responsibility for any damages that may result from the use of such software.

Number Transfer or “Porting to Tayo Telecom “

If Customer wishes to transfer or port a current telephone number to Tayo Telecom, you must complete a Letter of Authorization (the “LOA”) and submit it to Tayo Telecom. The LOA will permit Tayo Telecom to contact your current carrier and request the port of the number to the Tayo Telecom network. Customer is responsible to cancel the service agreement with the current carrier, once informed by Tayo Telecom that the port is complete. Tayo Telecom will not be responsible for numbers that are lost, charges incurred to reclaim the telephone number, or any other porting fees, should the customer cancel their service before the port is complete.

Number Transfer Away from Tayo Telecom or “Porting Out”

If Customer intends to change to another service provider, Customer may request to take or “port out” the telephone number supplied by Tayo Telecom to such other service provider. If Customer asks a new service provider to port a number from Tayo Telecom and Tayo Telecom receives such request (with 30 days’ notice), Tayo Telecom will terminate the Service with respect to such number shortly after the successful completion of the port. Customer will remain responsible for any charges and fees associated with that number until the Service was terminated. If Customer’s Service has been suspended due to non-payment, Tayo Telecom reserves the right to deny the port-out request. If a port is unsuccessful for any reason, the Service and this Agreement will not terminate, and Customer will continue to be responsible for any charges and fees associated with the Service and Customer’s account.

The Customer must adhere to the Tayo Telecom Acceptable Use Policy which can be found at ADD LINK

EQUIPMENT
The Customer may purchase or rent equipment from Tayo Telecom in connection with the Services (“Equipment”).

The Customer shall cause the Equipment to be operated in compliance with the general operating specifications and standards of the manufacturer, and all applicable laws.

The Customer will not sell, lease, or otherwise dispose of the Equipment (or any part thereof) and will keep the Equipment free of all encumbrances. In the case of Equipment purchase, the Customer may sell, lease, or otherwise dispose of the Equipment after all amounts owing have been satisfied.

The Customer will bear the risk of loss, destruction, or confiscation to the Equipment from the time the Equipment is delivered to the Customer and the Customer is responsible for insuring the Equipment as of the date of such delivery.

SUPPORT
Tayo Telecom offers varying types of support for the Service. The Customer may contact Tayo Telecom directly with Service-related questions at the email or telephone number indicated in the “Contact Us” section.

With respect to Equipment, Tayo Telecom will offer technical assistance and support for degradation or malfunction due to normal wear and tear to the hardware or equipment rented or purchased from Tayo Telecom unless otherwise specified.

Tayo Telecom will not provide support for third party services, hardware, software, PC repair services, enhancements, upgrades or modifications that are not purchased, rented or licensed from Tayo Telecom.

Tayo Telecom will not in any event be held responsible to correct or fix any problems or errors relating to or caused by the installation, configuration or modification of the Customer’s equipment or system or any components thereof or to incur any costs related thereto.

ACCOUNT INFORMATION AND PAYMENT
To subscribe for the Services and download the Software, the Customer shall provide the required information at the application section of this Site and create an account (“Customer Account”).

One (1) Customer Account is permitted per person.

Any fees and charges for the Service, Equipment, or other services or products purchased under this Tayo Telecom master services agreement, including shipping and handling charges, will be paid by the Customer on credit card (Visa, MasterCard or American Express).

The Customer will be responsible for all applicable taxes.

For purchases requiring immediate payment, Customer’s credit card will be charged, and Customer will be provided with an electronic receipt of payment.

All Services or purchases that have recurring monthly charges, require pre-authorized payment via credit card. A Customer who provides payment by credit card agrees to allow Tayo Telecom to bill his or her card on each successive billing date. The Customer shall notify Tayo Telecom of any changes in credit card number and expiration date. If the card is not honored for any reason, and if alternative billing has not been established, the Account and the Service may be suspended until the payment is received.

Currently there is no charge for the Tayo Telecom Mobile App Service or the Tayo Telecom Softphone Services (not including Equipment, long distance, or other ancillary services such as 411 calling and secondary telephone numbers). Tayo Telecom reserves the right to change the Services and any fees for the Services at any time. In the event that fees are to be charged on the Tayo Telecom Services in the future, Tayo Telecom will notify the Customer by providing thirty (30) days written notice to the email address submitted at registration (or the current email address, if updated in Customer Account) and will confirm credit card details for the purposes of payment. At this time, Customer must provide all requested financial information and update any Customer information in order to continue using the Services. Failure to provide such information may result in suspension or termination of the Service(s).

SERVICE TERM & CANCELLATION
Service Term for Tayo Telecom Service.

The term of the Service will begin on the date the Software is downloaded by the Customer (“Activation Date”) and will end when the Service is cancelled by the Customer or by Tayo Telecom

Service Cancellation

The Service may be cancelled at any time by the Customer by providing thirty (30) days written notice to Tayo Telecom.

If the Customer cancels the Service prior to ninety (90) days from the Activation Date, Tayo Telecom may charge an administrative fee of $75.00 to the Customer.

Tayo Telecom has the right to cancel the Service immediately due to Customer’s breach of this Agreement or any abuse or action that is inconsistent with the Tayo Telecom Acceptable Use Policy.

Upon termination, all rental equipment must be returned, within fifteen (15) days from the date of termination, failing which the Customer will be charged the full purchase price. Returned equipment must include all original cables and power adapters and must not have any physical damage.

PRIVACY
Tayo Telecom respects the Customer’s privacy and will protect Customer’s privacy and personal information in accordance with the Tayo Telecom Privacy Policy.

Tayo Telecom shares information with trusted affiliate companies, and with specific branding partners and their affiliated companies or their agents and contractors, in order to offer customers products and services that they may find attractive. Customer acknowledges that it is aware that Tayo Telecom is working with branding partners to market and supply the Tayo Telecom Service to the Customer. Therefore, Customer consents to the collection, use, and disclosure of Customer’s personal information by and between Tayo Telecom and its branding partners and each of their affiliates, agents and contractors for the following purposes:

To provide a positive customer experience, and deliver, bill for, and collect payment for products and services.

8.1

The Customer does not have property rights in dial numbers and in some cases “IP” numbers or domain names assigned to them. Tayo Telecom may change such numbers or domain names assigned to the Customer provided that Tayo Telecom is requested to do so by a legal or regulatory authority, including without limitation, the Canadian Radio-television and Telecommunications Commission (CRTC), the Federal Communications Commission (FCC) or a court order, and provided that Tayo Telecom promptly notifies the Customer of any such action.

Warranty
TAYO TELECOM DOES NOT GUARANTEE ERROR-FREE OR UNINTERRUPTED OPERATION OF THE SERVICES NOR SHALL IT BE LIABLE FOR ANY FAILURE, BREAKDOWN, INTERRUPTION OR DEGRADATION IN A SERVICE OR IN THE NETWORK OR ANY OTHER NETWORK OR CONNECTION INVOLVED IN THE PROVISION OR USE OF SERVICES WHATEVER THE CAUSE OF SUCH FAILURE, BREAKDOWN, DEGRADATION OR INTERRUPTION AND HOWEVER LONG IT LASTS. NEITHER TAYO TELECOM NOR ANY OF ITS AFFILIATES, EMPLOYEES, AGENTS OR REPRESENTATIVES MAKES ANY WARRANTIES, REPRESENTATIONS, CONDITIONS OR GUARANTEES OF ANY NATURE WHATSOEVER REGARDING ANY SERVICE, PRODUCT OR TAYO TELECOM FACILITIES PROVIDED BY TAYO TELECOM TO THE CUSTOMER, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THOSE RELATING TO: (I) FITNESS FOR A PARTICULAR PURPOSE OR MERCHANTABILITY WITH RESPECT TO THE SERVICES; (II) NETWORK TRANSMISSION CAPACITY; (III) THE SECURITY OF ANY TRANSACTION; (IV) THE FAULT TOLERANCE OF THE SERVICES OR THE SUITABILITY OF SAME FOR HIGH RISK ACTIVITIES; OR (V) THE RELIABILITY OR COMPATIBILITY OF THE TAYO TELECOM FACILITIES AND EQUIPMENT OR SOFTWARE OF THIRD PARTIES WHICH MAY BE UTILIZED BY TAYO TELECOM IN PROVIDING, OR BY THE CUSTOMER IN USING, THE SERVICES, AND ALL WARRANTIES, REPRESENTATIONS AND CONDITIONS, EXPRESS OR IMPLIED, ARE, TO THE EXTENT PERMITTED BY APPLICABLE LAW, HEREBY EXCLUDED. THE CUSTOMER ACKNOWLEDGES THAT IS HAS NOT RELIED UPON ANY REPRESENTATION, WARRANTY, CONDITION OR GUARANTEE MADE BY TAYO TELECOM.

E-9-1-1 Disclosure

ATTENTION

When dialing 9-1-1, be prepared to provide your location/physical address.



IMPORTANT 9-1-1 INFORMATION

At Tayo Telecom Inc, 9-1-1 calls placed over VOIP Services may be handled differently than traditional wireless or wire line voice services. The following provisions describe the differences and limitations of 9-1-1 emergency calls, and you hereby acknowledge and understand the differences between traditional 9-1-1 service and SIP Services with respect to 9-1-1 calls placed to emergency services from your location as described below.

Differences between traditional 9-1-1 service and VoIP phone 9-1-1

With traditional phone services, your 9-1-1 call is sent directly to the nearest emergency response center. When a Customer places a 9-1-1 emergency call from a VOIP service the SIP Services will route the 9-1-1 call through a third-party specialized call center that handles emergency calls. The emergency call center will verbally confirm the location the subscriber is calling from then route the call to the nearest Public Safety Answering Point (“PSAP”). If the location cannot be verbally confirmed, the 9-1-1 call-taker will then route the call to the Public Safety Answering Point (“PSAP”) corresponding to the Registered Location on the Customer’s account for that particular subscriber.



REMEMBER TO PROVIDE YOUR LOCATION

Because you can move your VoIP phone between locations and because, for technical reasons, the emergency operator may not have your name, location or contact information available, you must immediately inform the emergency operator of your location and contact particulars any time you call 9-1-1. Do not risk sending police or ambulance services to the wrong location.



BE PREPARED DURING ANY SERVICE INTERRUPTION

For technical reasons, the functionality of 9-1-1 VOIP Services emergency calls may cease or be curtailed in various circumstances, including but not limited to: failure of service or the service access device, if the Customer’s system access equipment fails or is not configured correctly, or if the Customer’s VOIP Services are not functioning correctly for any reason, including power outages, service outage, suspension or disconnection of the Services due to billing issues, network or Internet congestion, or network or Internet outage in the event of a power, network or Internet outage; the Customer may need to reset or reconfigure system access equipment before being able to use the VOIP Services, including for 9-1-1 emergency calls. We recommend that you keep an alternative phone service (such as a cellular telephone) handy to increase the reliability of your access to emergency services during any service interruption.





DO NOT DISCONNECT

The Customer subscriber must not disconnect the 9-1-1 emergency call until told to do so by the dispatcher, as the dispatcher may not have the subscriber’s number or contact information. If the Customer subscriber is inadvertently disconnected, they must call back immediately. The Customer subscriber should also be prepared to provide a call-back number to the 9-1-1 operator.



KEEP YOUR SERVICE ADDRESS UP TO DATE

The Customer is responsible for providing, maintaining, and updating true, accurate, current, and complete 9-1-1 Emergency Address and other information to Tayo Telecom Inc. If you do not do this (and you are unable to speak during a 9-1-1 call), the emergency operator may assume that you are calling from the last registered address.

To update your service address, please contact support@tayotelecom.com



INFORM OTHER USERS

You are responsible for notifying, and you agree to notify, any user or potential users of your VoIP services of the nature and limitations of 911 emergency calls on the VoIP services as described herein.



LIMITATIONS OF LIABILITY

Tayo Telecom Inc’s terms of service limit and disclaim liability related to VoIP 9-1-1 service, so please read these carefully.

Tayo Telecom Inc. will not be liable for any damages arising out of or relating to interruptions or errors in routing or completing any 9-1-1 or other emergency response calls or any other calls or transmissions. At Tayo Telecom Inc 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 center. We disclaim all responsibility for the conduct of local emergency response centers. We rely on third parties to assist us in routing 9-1-1 calls to local emergency response centers. We disclaim all liability or responsibility in the event such third party location data used to route calls is incorrect or yields an erroneous result. Tayo Telecom Inc 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. You shall defend, indemnify, and hold harmless Tayo Telecom , its officers, directors, employees, affiliates and agents and any other service provider who furnishes services to you in connection to 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. In the event Tayo Telecom Inc is found liable by a court of competent jurisdiction, liability will not exceed an amount equal to the price of Services purchased by you during the month preceding the event in question.