AirDial Canada Supplementary Terms

These AirDial Canada Supplementary Terms shall apply to you and your End Users’ use of our AirDial Services and AirDial Equipment in Canada. To the extent there is any conflict between these AirDial Canada Supplementary Terms and the Ooma Enterprise Terms and Conditions or Ooma AirDial Terms & Conditions for Enterprise Customers, these AirDial Canada Supplementary Terms shall govern.

1. Definitions. All capitalized terms shall have the respective meanings set forth in the Ooma Enterprise Terms and Conditions, as applicable, unless otherwise defined herein.
   1. “Bell” means Bell Mobility Inc. and its subsidiaries and affiliates.
   2. “Bell Services” means any equipment and underlying services provided by Bell which form part of our AirDial Services.
   3. “Identifiers” means the codes and identifiers (including MSISDNs, IMSIs, Internet Protocol (IP) addresses and personal identification numbers) assigned hereunder by Rogers to you, your End Users or Equipment in connection with the Services.
   4. “Rogers” means Rogers Communications Canada Inc. and its subsidiaries and affiliates.
   5. “Rogers Services” means any equipment and underlying services provided by Rogers which form part of our AirDial Services.
2. General.
   1. Bell and Rogers Services. Our AirDial Services may incorporate the Rogers Services, the Bell Services, or other third-party providers’ services, as may be determined by Ooma in its sole discretion. As such, by using our AirDial Services, you acknowledge and agree to the additional terms and conditions contained herein.
   2. Client Services. You agree that neither Bell nor Rogers has any responsibility or liability to you or your End Users for the Bell Services or Rogers Services or any training or support provided.
   3. Security of Transmissions. You acknowledge and agree that it is possible for third parties to monitor data traffic over the facilities owned by Bell or Rogers and privacy cannot be guaranteed. You and your End Users assume full responsibility for the establishment of appropriate security measures to control access to your own respective equipment and information.
   4. Identifiers. You and your End Users shall not have any property right in the Identifiers. Rogers, Bell, or Ooma (as applicable) may change any Identifiers without notice, at such time or times as Rogers, Bell, or Ooma (as applicable), in their sole discretion, consider necessary without any liability whatsoever.
   5. Third Party Beneficiaries. You acknowledge that Bell and Rogers can enforce the relevant terms included herein, as third-party beneficiaries.
   6. No Warranty.

      BELL AND ROGERS DO NOT WARRANT OR GUARANTEE THAT THEIR RESPECTIVE SERVICES WILL OPERATE WITHOUT DEFECTS, ERROR-FREE OR WITHOUT FAILURE OR INTERRUPTION, INCLUDING DURING TRANSMISSION, OR THAT ANY COMMUNICATIONS WILL BE PRIVATE OR SECURE. THE ABILITY TO CREATE OR MAINTAIN A MOBILE COMMUNICATION CONNECTION AND THE QUALITY OF THE CONNECTION ARE NOT EQUAL OR ADEQUATE IN EVERY LOCATION AT ANY TIME. SERVICES MAY BE ADVERSELY AFFECTED BY PHYSICAL FACTORS (E.G. BUILDINGS, TUNNELS OR MOUNTAINS), ATMOSPHERIC CIRCUMSTANCES, OR CHANGES TO OR MAINTENANCE OF THE NETWORK, INTERCONNECTION FAILURES, JAMMING TRANSMITTERS, OR OTHER CAUSES.

      BELL AND ROGERS DISCLAIM ANY OTHER REPRESENTATIONS, WARRANTIES AND CONDITIONS, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE, RELIABILITY OR AVAILABILITY OF THE PRODUCTS OR SERVICE.

3. Rogers Services
   1. Limitation on Rogers Services. You acknowledge and agree that the Rogers Services are made available to you and your End Users only when Equipment is in operating range of the Rogers facilities and your Equipment is enabled to utilize the Rogers Services, as determined by Ooma in its sole discretion. In addition, the Rogers Services may be temporarily refused, interrupted, or limited at any time because of: (i) limitations to the Rogers Facilities; (ii) limitations to third party facilities and/or services; (iii) transmission limitations caused by atmospheric, topographical or other factors outside of Rogers’ reasonable control; (iv) equipment modifications, upgrades, relocations, repairs, and other similar activities necessary for the proper or improved operation of the Services and/or the third party facilities and/or Services; or (v) unavailability of sites, locations or areas in Rogers’ network footprint during the progressive roll-out of a new technology.  Individual data transmissions may be involuntarily delayed for a variety of reasons, including atmospheric conditions, topography, weak batteries, system over-capacity, movement outside a geographic location in which the Services and/or third-party facilities and/or Services are available from time to time and gaps in coverage within said geographic locations.
   2. Health and Safety Solutions. You acknowledge and agree that you must clearly disclose to your End Users that you do not guarantee or warrant that the Services and/or Equipment, which may include the Rogers Services, will avert or prevent occurrences or the consequences therefrom, which the Services and/or Equipment are designed to detect or avert.
4. Bell Services
   1. Bell Services. Bell and its roaming partners may, without notice, change the network or coverage areas (including by providing wireless Services through any technological means it deems appropriate), or change or end roaming relationships, and neither Bell nor Ooma is liable for any resulting changes in your or your End User’s ability to use the Services or Equipment. You can refer to bell.ca/coverage for maps and other information about coverage and roaming, including roaming and long-distance charges. If you are located in Manitoba, you agree that, despite anything else herein or in the Terms, with respect to the Services and Equipment, Bell Mobility Inc. is strictly as an agent for and on behalf of Bell Canada, and Bell Canada is the provider of Services (if any).
      
      In addition, you acknowledge and agree that Bell may at any time decommission any Bell Service or technology, which may have an adverse impact on your AirDial Service, which neither Bell nor Ooma shall be responsible for.  In addition, Bell nor Ooma shall not be responsible if any changes in your AirDial Service affect the performance of material, equipment or software or cause such material, equipment, or software to become obsolete or require modification or attention.
      
      Bell does not guarantee the Bell Services will achieve peak speeds. Actual speeds vary due to network availability, environmental and other factors. When delivering the Bell Services, Bell may employ its different networks (including mobile networks and Wi-Fi networks) and manage network resources using methods that include (i) Internet traffic management practices; (ii) prioritization or deprioritization of network access; and (iii) use of network optimization technologies, all in a manner consistent with applicable law.
   2. Monitoring. Bell has no obligation, but has the right at any time, as part of the management of its network, to monitor use of the Bell Services (electronically or otherwise) and collect or modify any transmission data as necessary to satisfy any law, regulation or investigate any information, data, files, pictures or content in any form or use of the Bell Services as necessary to operate the Bell Services or to protect the rights or property of itself or others that are directly relating to providing the Bell Services.
   3. Limits on Liability by Bell.

      WITHOUT LIMITING ANYTHING PROVIDED IN THE TERMS, BELL IS NOT LIABLE TO YOU OR ANYONE USING THE BELL SERVICES, OR ANY THIRD PARTIES, FOR THE FOLLOWING:

      1. ANY CONTENT TRANSMITTED OR RECORDED BY BELL, INCLUDING CONTENT THAT MAY BE ILLEGAL, DANGEROUS, DEFAMATORY, OFFENSIVE OR ANNOYING OR WHICH MAY INFRINGE UPON OTHERS’ INTELLECTUAL PROPERTY, PRIVACY OR OTHER RIGHTS, OR ANY CONTENT, APPLICATION OR SERVICES PROVIDED TO YOU BY A THIRD PARTY FOR USE WITH A DEVICE OR THE SERVICES, APPLICATION OR SERVICES ON BEHALF OF SUCH THIRD PARTY;
      2. ANY BREACH, NEGLIGENCE, NON-COMPLIANCE WITH MANUFACTURER’S DIRECTIONS OR LICENSE TERMS FOR USE OF THE SERVICES, OR ACTS OR OMISSIONS BY YOU OR YOUR END USERS IN CONNECTION WITH THE BELL SERVICES;
      3. LOSS, THEFT, DAMAGE TO OR UNAUTHORIZED USE OF THE BELL SERVICES; AND
      4. ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES WHATSOEVER ARISING OUT OF OR IN CONNECTION WITH THE BELL SERVICES, OR THE FOLLOWING DAMAGES WHETHER CHARACTERIZED AS DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES: LOST PROFITS, ANTICIPATED OR LOST REVENUE, LOSS OF DATA, LOSS OF BUSINESS OPPORTUNITIES, MISAPPROPRIATION OF PERSONAL INFORMATION STORED ON A DEVICE OR SIM CARD, LOSS OF USE OF ANY INFORMATION SYSTEM, FAILURE TO REALIZE EXPECTED SAVINGS OR ANY OTHER COMMERCIAL OR ECONOMIC LOSS, OR ANY THIRD PARTY CLAIM), WHETHER ARISING IN NEGLIGENCE, TORT, STATUTE, EQUITY, CONTRACT, COMMON LAW, OR ANY OTHER CAUSE OF ACTION OR LEGAL THEORY, AND WHETHER PURSUANT TO COMMON LAW, EQUITY, OR STATUTE, EVEN IF BELL HAS BEEN ADVISED OF THE POSSIBILITY OF THOSE SUCH DAMAGES.

      EXCEPT FOR PHYSICAL INJURIES OR DEATH, OR FOR DAMAGE TO TANGIBLE PROPERTY CAUSED BY BELL’S GROSS NEGLIGENCE, FOR WHICH, IN EACH CASE, BELL’S LIABILITY SHALL NOT BE LIMITED, BELL’S TOTAL CUMULATIVE LIABILITY FOR DAMAGES, EXPENSES, COSTS, LIABILITY OR LOSSES (COLLECTIVELY, “DAMAGES”) ARISING OUT OF OR IN CONNECTION WITH THE BELL SERVICES, IF ANY, WHETHER ARISING IN NEGLIGENCE, TORT, CONTRACT, OR ANY OTHER CAUSE OF ACTION OR LEGAL THEORY, AND WHETHER PURSUANT TO COMMON LAW, EQUITY, OR STATUTE, EVEN IF BELL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, IS LIMITED TO DIRECT, ACTUAL, PROVABLE DAMAGES AND WILL IN NO EVENT EXCEED AN AMOUNT EQUAL TO THE TOTAL AGGREGATE MONTHLY FEES (LESS ALL DISCOUNTS AND CREDITS) PAID BY YOU TO OOMA FOR THE SPECIFIC SERVICE(S) THAT GAVE RISE TO THE DAMAGES, DURING THE ONE-MONTH PERIOD BEFORE THE EVENT GIVING RISE TO THE DAMAGES, LESS AMOUNTS PAID FOR PREVIOUS CLAIMS, IF ANY.

      THIS SECTION SHALL APPLY EVEN IF THERE IS A BREACH OF CONDITION, A BREACH OF AN ESSENTIAL OR FUNDAMENTAL TERM, OR A FUNDAMENTAL BREACH OF THE AGREEMENT. CLIENT AGREES THAT THE LIMITATIONS OF LIABILITY SET OUT IN THIS SECTION ARE FAIR AND REASONABLE IN THE COMMERCIAL CIRCUMSTANCES OF THE AGREEMENT AND THAT BELL WOULD NOT HAVE ENTERED INTO THE AGREEMENT BUT FOR CLIENT’S AGREEMENT TO LIMIT BELL’S LIABILITY IN THE MANNER, AND TO THE EXTENT PROVIDED FOR IN THIS SECTION.

   4. Use of Service. You are responsible, and Bell is not responsible or liable, to prudently protect and safeguard the Bell Services against loss, abuse, theft or damage, and for the use of the Bell Services by you and any other persons. You are prohibited from using, and will not allow others to use the Bell Services in any manner detailed below:
      1. using, enabling, facilitating, or permitting the use of the Bell Services for an illegal purpose, criminal or civil offence, intellectual property infringement, harassment (including cyberbullying, cybercrime, disruptive, intimidating, annoying or offensive calls/transmissions, spamming, phishing or transmission of unsolicited messages), or in a manner that would breach any law, regulation or the policies of any third party;
      2. uploading or downloading, making available, transmitting, posting, publishing, disseminating, receiving, retrieving, storing, linking to or otherwise reproducing, offering, distributing, enabling or providing access to information, software, content, files or other material which: (a) is confidential or protected by copyright or other intellectual property rights without prior authorization of the rights holder(s); (b) is defamatory, discriminatory, violent, obscene, child pornography or hate propaganda; (c) constitutes invasion of privacy, impersonation, forging, appropriation of identity or unauthorized linking or framing; or (d) is designed to assist users in defeating technological protection measures (like geoblocks), registration and any other anti-theft mechanisms; or is designed to assist users in the fraudulent use of telecommunications or broadcasting services;
      3. using any Bell Service for the purpose of reselling, remarketing, transferring without Bell’s consent or receiving any fee or other benefit for the use of any Bell Service. If you engage in any of these activities, you agree to pay in full all charges billed to you by Ooma (on a pass-through basis from Bell) as a result of your breach of this paragraph. This fee is not a penalty. Your payment of these charges does not affect Bell’s right to claim any additional amounts from you, including through court proceedings, that may reflect Bell’s other losses as a result of you engaging in any of the prohibited activities described above;
      4. attempting to modify or disassemble the Bell Services (including the alteration, copying, reproduction of or tampering with the Bell Services), changing any identifier issued by Bell, attempting to bypass Bell’s network, or rearranging, disconnecting, removing, repairing or otherwise interfering with the Bell Services, Bell equipment, Bell’s facilities or the networks of Bell or access to those networks by other users;
      5. using an excessive amount of the Bell Services. Bell considers that data usage in excess of 25GB per billing cycle for an individual User is disproportionate and excessive for network management purposes, unless expressly accounted for in a Rate Plan. Users whose wireless usage exceeds this threshold may, in Bell’s sole discretion, have their Services suspended, disconnected, changed or restricted, including having data speeds reduced to as low as 16 kbps;
      6. adapting, reproducing, translating, modifying, decompiling, disassembling, reverse engineering or otherwise interfering with any software, applications or programs used in connection with the Services (whether owned by or used under license to Bell) for any purpose including “testing” or research purposes; or modifying, altering, or defacing any of the trade-marks, or other intellectual property made available through the Services or using any indemnity or intellectual property except for the express purpose for which such intellectual property is made available to you through the Services;
      7. posting or transmitting any content, data or software containing a virus or other harmful or disruptive component or committing any act which may compromise the security of an internet host in any way (including analyzing or penetrating a host’s security mechanisms);
      8. using harassing or abusive language or actions, whether verbal, written or otherwise, directed at Bell employees, suppliers, agents and representatives; and
      9. the Bell Services must be primarily used within Canada, users of the Bell Services must be residents of Canada.

      If you or your End Users failure to comply with any of the obligations in this Section materially adversely affects Bell, including Bell’s network, the Bell Services, or the ability of other users to receive services from Bell, Bell may take all actions which it considers necessary to address such effect, including immediately suspending or restricting all or part of you Bell Services.

   5. Improving Services. Bell may collect, use, store and process your data or that of your End Users to develop, improve or operate Bell’s services and to enable Bell to create reports and other insights based on aggregated and anonymized data sets. For clarity, you or your End User’s own the data and Bell owns developments and improvements to its services and its reports and insights. Such data includes any data transmitted over, or collected by, the Bell equipment or Bell Services, but excludes your or your End User’s personal information.