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TERMS AND CONDITIONS OF ITALKBB HOME PHONE SERVICE
 
iTalkBB Home Phone
 
This agreement ("Agreement") is between iTalk Global Communications Inc. ("iTalkBB") and an end user ("you," or "Customer") of iTalk's communications services and any IP telephone, analog telephone adapter or any other IP connection device or related products or services ("iTalkBB Home Phone Service"). All Services are governed by the terms and conditions of this Agreement.
 
ADDITIONAL OR CONFLICTING TERMS AND CONDITIONS ON ANY DOCUMENT RELATED TO THE SUBJECT MATTER OF THIS AGREEMENT ARE HEREBY REPLACED BY THIS AGREEMENT.
 
The rates and charges for the Service, which may be found at www.italkbb.com, are effective as of August 15, 2013 and are subject to change. For your most current rates and charges, the most current version of the Agreement, or if you have questions about your services, please visit our website at www.italkbb.com.
 
 
 
Service is offered on a monthly basis beginning on the date Customer activates service and continues for the duration of that calendar month. The Service is automatically renewed unless Customer provides iTalkBB notification of intent to terminate the Service prior to the end of the term as set forth in Section of Billing, Charges and Payment.
 
 
The safety and security of customers is of the utmost importance to iTalk. iTalkBB is happy to announce that it now offers 911 Emergency Dialing Services to its customers. However, iTalk's Emergency Dialing Services are VoIP based services, and therefore, are subject to certain limitations and outage factors that are different from traditional 911 accesses. It is important that you read, understand and inform all residents and guests of these important limitations.
 
CUSTOMER ACKNOWLEDGES THAT THE SERVICES DO NOT SUPPORT TRADITIONAL 911 ACCESS TO EMERGENCY SERVICES. WHERE AVAILABLE, ITALKBB SERVICES DO INCLUDE E911 ACCESS TO EMERGENCY SERVICES, AND IN GEOGRAPHICAL AREAS WHERE E911 IS NOT AVAILABLE, ITALKBB SERVICES INCLUDE EMERGENCY DIALING. WHERE E911 IS AVAILABLE, A 911 CALL IS ROUTED DIRECTLY TO 911 DISPATCHERS. WHERE E911 IS NOT AVAILABLE, 911 CALLS ARE ROUTED TO GENERAL EMERGENCY TELEPHONE NUMBERS AND THE CALLER MAY BE REQUIRED TO VERBALLY STATE HIS OR HER ADDRESS. THE CALL IS THEN ROUTED TO THE APPROPRIATE EMERGENCY SERVICE DISPATCHER. ITALKBB ADVISES CUSTOMER TO MAINTAIN OR ACQUIRE AN ALTERNATIVE MEANS OF ACCESSING 911 SERVICES. YOU AGREE TO ADVISE ALL HOUSEHOLD RESIDENTS, GUESTS AND OTHER PERSONS WHO MAY BE PRESENT AT THE PHYSICAL LOCATION WHERE YOU UTILIZE THE SERVICE OF EACH OF THE LIMITATION OF THE ITALKBB EMERGENCY DIALING SERVICE AND OF AN ALTERNATIVE MEANS OF 911 DIALING.
 
IMPORTANT EMERGENCY DIALING LIMITATIONS: Customer understands and acknowledges that the iTalkBB emergency dialing feature cannot be used in conjunction with an iTalkBB "Virtual Telephone Number". An iTalkBB Virtual Telephone Number is assigned to each customer. The number always includes an area code of 899. These Virtual Telephone Numbers are NOT loaded into national emergency databases and will not function to access emergency services. All customers must purchase a Public Switched Telephone Network (PSTN) traditional telephone number from iTalkBB in order to access iTalkBB Emergency Services. Customer further acknowledges that iTalkBB Services do not function with outdialing services including home security systems, medical monitoring equipment, fax machines or satellite television systems.
 
REGISTRATION OF PHYSICAL LOCATION REQUIRED:For each PSTN phone number that you use for the Services, you must provide the physical location where you will be using the Service. IF YOU FAIL TO PROVIDE A PHYSICAL ADDRESS TO ITALK, YOU WILL NOT BE ABLE TO UTILIZE 911 SERVICES AND YOU AGREE TO WAIVE ANY CLAIM OF LIABILTIY AGAINST ITALK. When you move the Equipment (Equipment refers to the iTalkBB Adapter sent to you by iTalk), you must register your new physical location with iTalk. All 911 calls are directed to emergency responders based upon the address you register with iTalk. If you move the Equipment and do not register the new physical location, emergency responders will be dispatched to your previous physical address.
 
SERVICE OUTAGES; BROADBAND OUTAGES; CONGESTION; AND SERVICE INTERRUPTION:iTalkBB emergency dialing services will not function in the event of a power outage or other interruption to your electricity service until the power supply is fully restored. Following a power disruption, you may need to reset your Equipment before the iTalkBB Service, including the emergency dialing service will function properly. Service outages or suspensions or terminations of service by your broadband provider or ISP will prevent the Service, including the iTalkBB emergency dialing service from functioning. Any interruption in your internet access will prevent you from placing 911 calls during the interruption. Broadband phone service is inherently subject to more network congestion and reduced speed in the routing of 911 calls than traditional 911 dialing over traditional public telephone networks. In the event that your iTalkBB account is suspended or terminated for any reason, your iTalkBB Service, including iTalkBB emergency dialing service will not function.
 
DISCLAIMER OF LIABILITY AND INDEMNIFICATION:iTalkBB does not control how 911 calls are answered or handled by any local emergency response center. iTalkBB disclaims all responsibility for the actions and conduct of any and all national and local emergency response centers. iTalkBB relies entirely upon third parties to route 911 calls to local and national emergency response centers. iTalkBB disclaims any and all liability or responsibility in the event such third party data used to route the call is incorrect or produces an erroneous result. Neither iTalkBB nor its office , directors 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 related to the Services unless such claims arose from iTalk's gross negligence, recklessness or willful misconduct. You, on your own behalf and on behalf of any third party, hereby agree to defend, indemnify and hold harmless iTalk, its officers, directors, employees and agents from and against any and all claims, losses, damages, fines, penalties, costs and expenses (including attorneys' fees) relating to the absence, failure or outage of the Service, including the iTalkBB emergency dialing service or access to emergency service personnel.
 
CANCELLATION OR TERMINATION OF SERVICE: If you cancel your iTalkBB Service or, if iTalkBB terminates your iTalkBB Service for any reason, you will no longer have access to 911 Emergency Dialing Services.
 
UNDERSTANDING, ACKNOWLEDGEMENT AND ALTERNATIVE 911 SERVICE:You hereby acknowledge your understanding of the limitations of the iTalkBB emergency dialing services described above. In the event that you are not completely comfortable with the limitations of the Service, including the iTalkBB emergency dialing service, you should immediately take action to acquire an alternative means to access 911 services or you should immediately terminate the Services.
 
 
You acknowledge that iTalkBB Service may not be compatible with all non-voice communications equipment, including without limitation, home security systems, TTY, medical monitoring equipment, certain versions of TIVo, satellite television systems, PBX, Centrex, other private telephone networks, or computer modems. You waive any claim against iTalkBB for interference with or disruption of these services and equipment, as well as any claim that iTalkBB is responsible for any disruption of your business, if applicable.
 
While iTalkBB Service may work with a home alarm system, iTalkBB does not recommend it. If for any reason you lose broadband connectivity due to a power outage or problem with your Internet provider, iTalkBB Services will not work and your alarm system will not be able to make an emergency call. For this reason, iTalkBB recommends you keep a basic landline dedicated to your home alarm system and use iTalkBB Services for your other calling needs.
 
To provide Services, iTalkBB may provide equipment or IP devices to Customer ("Equipment"). All shipments are F.O.B. iTalk's facilities. You shall be the owner of the Equipment, and bear all risk of loss for theft, casualty, or damage to the Equipment. Customer agrees not to change any serial number or Equipment identifier, or to alter any Equipment without the express written consent of iTalk. iTalkBB reserves the right to terminate Customer's service should you tamper with the Equipment and you will be responsible for all charges in the then current service period plus Early Termination and Deactivation Fees.You agree and acknowledge that you will use the Equipment provided to you by and from iTalkBB or its affiliated company in Canada. iTalkBB reserves the right to suspend and cancel your service where you failed to use the Equipment provided by iTalkBB.
 
 
iTalkBB offers a thirty (30) day trial period ("Trial Period") to new Customers for their first iTalkBB account. The Trial Period commences on the "Activation Date". The Activation Date is the first to occur of the date that is five (5) days after the date customer signs up for iTalkBB Service or the date Customer places the first call on the iTalkBB Service.If Customer is not satisfied with the Service, Customer may terminate the iTalkBB Service at any time during the Trial Period and obtain a refund of the monthly service fees or activations charges if applicable. The Trial Period refund does not apply to toll usage (charges for calls to any country or region that is not included in an unlimited calling plans selected by Customer) or any local,provincial or federal taxes charged to Customer. All cancelling Customers will be charge a Deactivation Fee in the amount of $99.00. This Deactivation Fee will be waived if Customer sends the Equipment to iTalkBB as described in this paragraph below. To obtain a Trial Period refund and obtain a waiver of the Deactivation Fee, Customer must: (a) Call iTalkBB within thirty (30) days of the Activation Date at 1-877-482-5503 and obtain an Equipment return authorization and return address from iTalk's customer care department, and (b) Mail the Equipment to iTalkBB within seven (7) days after calling to terminate service (parcel must be post marked within the seven (7) day period) in its original condition including, all packing materials with bar codes intact, all parts and accessories, documentation and manuals and all other items originally shipped to Customer. Equipment returned to our local offices will not be processed. If iTalkBB does not receive the returned Equipment within fifteen (15) days after the termination date, no refunds will be made to Customer, and a Deactivation Fees in the amount of $99.00 will be charged. Upon receipt of the Equipment by iTalk, the amount of the Trial Period refund will be calculated based on the usage by Customer during the Trial Period as follows: (a) Customers using fewer than 500 minutes during the Trial Period will receive a refund of Activation Fee if applicable; plus the full amount of the Monthly fees previously charged to customer's credit card. The Shipping and Handling Fee is not refundable, and (b) Customers using 500 or more minutes during the Trial Period will receive a refund of Activation Fee if applicable; the Shipping and Handling fee is not refundable. No monthly fee is refunded to Customers using 500 or more minutes prior to termination. No charges for toll calls are refunded to any customer at any time. Early Termination fees do not apply if Customer terminates service during the Trial Period and all conditions of this Section 4 are satisfied. Early Termination fees do not apply if Customer terminates a non-contract plan at any time and all conditions of this Section 4 are satisfied.
 
 
Unless Customer purchases iTalkBB Small Business Plan, Customer acknowledges that he or she has purchased residential services under one of iTalk's plan offerings ("Plan") for Customer's normal, personal, residential, non-business and non-professional use. Customer agrees that the Services are not intended for any commercial or governmental activities, including without limitation to home office, business, sales, telecommuting, telemarketing, autodialing, fax broadcast, fax blasting or any other activity that would be inconsistent with residential use. You agree that your use of an iTalkBB residential service plan for any commercial or governmental purpose will obligate you to pay iTalk's higher rate for an iTalkBB Small Business Plan for all time periods, including past time periods, in which you used a residential plan for any commercial or governmental purpose. iTalkBB reserves the right to immediately terminate or modify Customer's service, or offer to transfer Customer to an iTalkBB Small Business Plan or other higher priced calling plan, if iTalkBB determines, in its own discretion, that a residential Customer is using a residential for purposes other than normal residential purposes. In making its determination, iTalkBB may consider a number of factors including, without limitation, usage volumes, volume of calls to high rate premium/special services/personal prefix numbers, whether there is continuous calling or dialing activity, the number of destinations called per month, and other factors indicating unusual calling patterns inconsistent with normal residential use.
 
Customer agrees to use the Service and Equipment only for lawful purposes. Customer agrees not to use the Services for any communication of any kind which in iTalk's sole discretion would constitute as a criminal offense or otherwise constitute a violation of any local, provincial, federal or international law or encourage conduct which would violate any such law.
 
Customer may not resell or transfer the Services to any other person without the prior written consent of iTalk, which consent may be withheld in iTalk's sole discretion.
 
Customer understands and agrees that the Service is not a telephone service. Important distinctions (some, but not necessarily all, of which are described in this Agreement) exist between telephone service and the Service offering by iTalk. The Service is subject to different regulations than telephone service. This treatment may limit or otherwise affect your rights to redress before Federal or State agencies. iTalkBB Reasonable Residential Use Policy
 
iTalkBB has developed the following Reasonable Residential Use Policy to describe permissible uses of its service, and to prevent exploitation, fraud, and abuse of its unlimited calling plans and features. This policy is applicable to all iTalkBB residential services.
 
Reasonable Residential Use
 
Unless Customer purchases iTalkBB Small Business Plan, Customer acknowledges that he or she has purchased residential services and features under one of iTalk's plan offerings ("Plan") for Customer's personal, residential, non-business and non-professional use. Customer agrees that iTalk's residential service is intended for use by Customer and his or her immediate family. If your Plan allows you to extend the service or feature(s) to one or more mobile, land or VoIP numbers, such use is also considered to be use under the Plan and subject to iTalk's Reasonable Residential Use Policy.
 
Impermissible Use(s)
Each of the following is considered to be outside normal residential use:
 
  • use by or for others who are not members of Customer's immediate family residing in Customer's home
  • business use of any type, including home office businesses
  • operating a customer care, support or call center
  • resale to others
  • auto-dialing or fax/voice blasts
  • telemarketing
  • all other non-residential uses
 
Monthly usage which is 30% higher than the average usage by iTalkBB residential customers is considered unusual and excessive usage and is subject to evaluation by iTalk. In addition, usage involving specific numbers called, average call durations, forwarding and transferring, conferencing and unusually short duration calling may, constitute impermissible use(s) of iTalkBB Plan services.Based on these factors, iTalkBB may determine that abnormal, unreasonable or impermissible usage is occurring, and may take appropriate steps including but not limited to suspend or terminate your service described below to enforce this Reasonable Residential Use Policy.
 
For Lawful and Appropriate Purposes Only
 
You may not use our service or devices in any way that is illegal, fraudulent, improper or inappropriate. You may not use any automated means to manipulate our service or use our service to violate any law, rule, regulation or any third party's intellectual property or personal rights. This section and iTalk's enforcement provisions shall apply to all iTalkBB Plans, including, without limitation, the iTalkBB Small Business Plan.
 
iTalk's Enforcement of its Policies
 
iTalkBB reserves the right to review and evaluate all customer accounts and to take action if an account is outside of its Reasonable Residential Use Policy or involves impermissible, detrimental or unlawful use. iTalkBB may assess abnormal usage based on comparisons to the usage patterns and levels of our other customers. If any customer's use is determined by iTalk, in its sole discretion, to be outside of its Reasonable Residential Use Policy, iTalkBB reserves the right to transfer the customer's account to an appropriate business Plan, charge more appropriate rates for actual usage or to suspend or terminate service with or without notice. If any customer's use is determined to be unlawful, iTalkBB will immediately suspend or terminate the service with or without notice. iTalkBB will notify all proper authorities of any illegal use of iTalk's service and will cooperate with all such authorities regarding investigation and prosecution. iTalkBB hereby reserves all of its legal rights.
 
Changes
 
iTalkBB reserves the right to change its Reasonable Residential Use Policy at any time without notice. Any such changes shall become effective when posted to iTalk's websites.
 
 
Upon purchase, Customer must provide iTalkBB a valid credit card number from an accepted issuer (see iTalk's website for accepted issuers). Customer authorizes iTalkBB to charge the credit card number ("Credit Card") for all charges arising from Customer's use of the Services. Customer shall notify iTalkBB of any change to the Credit Card information including, without limitation, changes in account number, expiration date and billing address.
 
Invoicing.iTalkBB will provide Customer with a monthly on-line invoice for Services and bill all charges invoiced to Customer's account to the Credit Card. Charges shall include, Equipment purchases, monthly service fees, usage fees, shipping charges, Early Termination Fees, toll charges, applicable regulatory fees and charges. Monthly service fees are paid in advance of each month's Service. Toll charges and other applicable charges are billed at the end of each service month. Deposits, if applicable, are charged at the time of purchase and are invoiced whenever the deposit is reduced by usage to $6.00 Canadian dollars. iTalkBB reserves the right to charge Customer's Credit Card at any time during a service month if Customer's toll charges exceed $24.00 Canadian dollars. Billing for monthly service fees, deposits and other applicable charges commences upon purchase of Services, and the first month's monthly service fees will be prorated to take into account any partial month of Service. Activation occurs when Customer's Equipment is registered to iTalk's systems ("Activation").
 
Toll Charges. All calls to or from Equipment using the Services that originates or terminates in the Public Switched Telephone Network ("PSTN") is subject to the then applicable toll charges that are associated with the service plan Customer has selected. All calls to destinations outside the Canada to a party that is not an iTalkBB Customer will be charged at the then current international rates published on iTalk's website. The duration of each call will be calculated in one minute increments.
 
Telephone Numbers.Any telephone number provided to Customer by iTalkBB shall be leased and not sold. Customer may not use such number with any other devise other than the Equipment with the express prior written consent of iTalk. iTalkBB reserves the right to change, cancel or move the number in its sole discretion. The availability of all China DID numbers is subject to and dependent upon the network facilities and regulatory environment in China. iTalkBB cannot guarantee connection to any China DID from all cities and regions in China. iTalkBB further cannot guarantee uninterrupted service on China DIDs.
 
Billing Disputes.Customer must dispute any charges for the Services within thirty (30) days of receipt of the monthly on-line invoice. Customer understands and agrees that Customer's failure to dispute any charges with the thirty (30) day time period constitutes a waiver of all claims to any dispute.
 
Late Payment - Non-Payment. If any charges for Services are due but unpaid for any reason including, without limitation, non-payment or declined Credit Card charges, iTalkBB may suspend or terminate the Services and all accrued charges shall immediately be due and payable, to include a late fee of the lesser of 1.5% or the maximum allowed by law. If charges cannot be processed to the Credit Card, Customer will be charged a fee of ten dollars ($10.00). Neither suspension nor termination shall relieve Customer from the obligation to pay all amounts owing under this Agreement.
 
Automatic Renewal of Global Annual Plans.On or about the end of any Global Annual Plan the plan will be automatically renewed on a month to month basis, unless , Customer provides iTalkBB proper notice of Customer's desire to cancel service or change to a different calling plan or payment plan before the end of the term.
 
Applicable Regulatory Fees, Taxes, Surcharges, System Access Charges, Customer Equipment Maintenance/ Management Charges, and Intellectual Property/Legal Compliance Fees.Federal, state, provincial, county, municipal and local governments may assess regulatory fees, contribution fees, emergency dialing charges, taxes, surcharges and other compliance fees on your iTalkBB Home Phone Service. Independent third party providers may charge regulatory and administrative fees, legal/intellectual property compliance charges, equipment maintenance and management fees, surcharges, taxes and access fees for services that iTalkBB is required to pay in order to enable your access to global public telecommunications networks. iTalkBB may assess network access fees in applicable markets. These charges may be assessed to you as a flat monthly fee, a percentage of your iTalkBB Home Phone monthly service charges or both, and may change from time to time without notice. You are responsible for all such fees and charges, now in force or enacted in the future, that arise from your subscription for iTalkBB Home Phone Service. Such charges are in addition to your iTalkBB Home Phone Service charges and will be charged to your account according to the plan or payment method you have selected. Applicable portions of such fees and charges are paid to governmental agencies, third parties or retained by iTalkBB to offset applicable costs associated with your subscription for iTalkBB Home Phone Service. No such fees or charges shall be included in any refund under this Agreement.
 
Credits.Customer acknowledges and agrees that the Services are provided "as is, where is". No credit allowances shall be made for interruption of Service.
 
Promotions.iTalkBB may, in its sole discretion, from time to time offer promotions or discounts on fees. Customer must enter any promotion or discount codes upon initial purchase of the Services.
 
 
iTalkBB reserves the right to suspend or discontinue providing the Service or Customer's Service at any time in its sole discretion. If the Service is terminated by iTalkBB in its sole discretion and for any reason other than a breach or action of Customer, you will be liable for all charges accrued through the date of termination. If the Service is terminated as a result of a breach or other action of Customer, you will be liable for the entire month in which the termination occurs, unbilled charges and an Early Termination and Deactivation Fees as set forth below (See Early Termination and Deactivation Fees) and all such charges shall be immediately due and payable.
 
Customer shall be responsible for the full monthly service fee for the month in which notice of termination is received. Early Termination and Deactivation Fees may apply to termination as set forth below (See Early Termination and Deactivation Fees).
 
 
If Customer terminates the Service at any time prior to the end of any contract period, Customer shall be responsible for Early Termination Fees in the amount of $99.00, a Deactivation Fee and the sum of all waived or discounted fees or charges to include, without limitation, all waived Activation Fees and promotional sign up discounts. Any Customer that terminates the Service will be charged on his or her credit card a Deactivation Fee in the amount of $99.00. The Deactivation Fee will be waived if the Customer takes the following actions: (a) Call iTalkBB at 1-877-482-5503 to terminate the Service and to obtain an Equipment Return Authorization from iTalk's Customer Care Department, and (b) Mails the Equipment to Cancellation Department at PO Box 592 RPO, 135 West Beaver Creek Road, Richmond Hill, Ontario, L4B 4R6, CANADA within seven (7) days after such termination call (parcel post must be post-marked within seven (7) days after call to terminate Service) in its original condition, including all packing materials with bar codes intact, all parts and accessories, documentation and manuals and all other items originally shipped to Customer. Equipment returned to iTalk's local offices will not be processed. iTalkBB Canada Inc., an iTalkBB affiliate, has agreed to take ownership of all returned Equipment FOB Customer's address. If iTalkBB does not receive the returned Equipment within fifteen (15) days after the termination the Deactivation Fee will be charged.
 
Unused monthly Service Fee (excluding regulatory fees and charges) will be refunded upon termination. Calculation of daily Service Fee will be based on a 30 days per month presumption
 
 
iTalkBB will charge Customer's credit card a Plan Change Fee in the amount of $29.99 if Customer chooses to change Plan from any plan with a Monthly Fee of $10.00 or more per month to any plan with a Monthly Fee less than $10.00 per month.
 
 
iTalkBB reserves the right to change the Agreement, Services or Plan at any time ("Change"). Changes will be posted on iTalk's website thirty days before the effective date of the Change. Notice is deemed received by Customer and Changes will be binding on Customer on the date such Change(s) is posted on the website. Customer is deemed to have accepted the Change(s) unless Customer terminates the Service prior to the effective date of the Change or uses the Service after the effective date of the Change. If Customer elects to terminate the Services, Customer will be liable for all amounts due and an early termination fee, if applicable. Customer may, at any time, request a change of Plan subject to charges associated with such change of Plan. iTalkBB may reduce its prices for Services or Plans without prior notice to Customer.
 
 
iTalkBB provides technical support for Services and Equipment described in this Agreement during its normal business hours.
 
 
DISCLAIMER OF DAMGAES. ITALKBB SHALL NOT, IN ANY EVENT OR CIRCUMSTANCE, BE LIABLE FOR ANY SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES INCLUDING, WITHOUT LIMITATION, LOST REVENUES OR PROFITS, LOSS OF DATA OR CONTENT, OR ARISING OUT OF 911 OR OTHER EMERGENCY DIALING IN CONNECTIONS WITH CUSTOMER'S USE OF THE SERVICES OR EQUIPMENT PROVIDED UNDER THIS AGREEMENT.
 
ITALKBB MAKES NO EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY ABOUT ITS SERVICES OR EQUIPMENT AND DISCLAIMS ANY IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION, WARRANTIES OR IMPLIED WARRANTIES OF MECHANTABILITY OR FITNESS FOR A PARTICLUAR PURPOSE OR USE. ITALKBB HAS NOT AUTHORIZED ANY PERSON OR ENTITY TO MAKE WARRANTIES ON ITS BEHALF AND CUSTOMER MAY NOT RELY ON ANY STATEMENT AS A WARRANTY BY ITALK.
 
Liability.iTalkBB will not be liable for any failure of performance due to any causes beyond its control or for any power outage, internet interruption, Equipment failure, delay in installation, activation or commencement of Service. With respect to any other legal claim or dispute, iTalk's liability shall be limited to the lesser of actual damages or one thousand dollars $1,000. iTalkBB will not be liable for any act or omission by any other person or entity furnishing services or products related to the Services or Equipment or for damages associated with service or equipment that iTalkBB does not provide.
 
Indemnification.Customer hereby agrees to indemnify and hold harmless iTalkBB and its officers, directors, shareholders and affiliates from and against any and all claims, damages and/or liability arising out of the Services or Equipment, including, without limitation, claims for libel, slander, invasion of privacy or infringement of copyright arising out of material, data or information transmitted via the Services and claims arising out of any intentional act or omission by Customer or others authorized by Customer to use the Service.
 
 
Governing Law.This Agreement shall be governed by the laws of the State of Texas without regard to conflict of law provisions of any other state or jurisdiction. Customer hereby consents to exclusive personal and subject matter jurisdiction of the courts of the State of Texas.
 
Mandatory and Binding Arbitration.All claims or disputes between Customer and iTalkBB arising in any way whatsoever out of the Services or the Equipment shall be resolved by binding and final arbitration by a single arbitrator. The American Arbitration Association shall administer the arbitration under the Commercial Arbitration Rules. The arbitration shall be conducted in Austin, Texas in English language. No arbitrator may award relief outside the limits set herein. Customer agrees that all claims shall be in Customer's individual capacity and that Customer will not commence or join any class or consolidate Customer's claim with the claims of any person or persons. Customer hereby waives any right to a jury trial.
 
 
All software utilized or provided by iTalkBB in connection with the Services or Equipment shall be and at all times remain sole property of iTalkBB and are protected by copyright laws and international treaties.
 
 
iTalkBB shall not be liable for any delay in performance caused by acts of God, natural disasters, accidents, strikes, riots, war, government actions, equipment or power failures or any other cause beyond its control.
 
 
Customer may not assign or transfer this Agreement or its obligations hereunder in whole or in part. iTalkBB may assign this Agreement at in time and in its sole discretion.
 
 
This Agreement constitutes the entire understanding and agreement between iTalkBB and Customer and supersedes all prior written or oral agreements related in any way to the subject matter hereof.
 
Updated: August 15, 2016
 
Copyright iTalk Global Communications, Inc. 2012