Spout - Terms and Conditions of Service

 

This legal agreement ("Agreement") is between 1621984 Alberta Ltd. ("Spout") and you ("Customer", "you"). Spout products or services provided by Spout to the Customer shall be governed by the terms and conditions contained herein and by the laws of Alberta, Canada. By signing up, you agree to the terms and contained herein.

The following are terms of a legal agreement between you and Spout. By accessing, browsing and/or using this web site, you acknowledge that you have read, understood, and agree, to be bound by these terms and to comply with all applicable laws and regulations, including export and re-export control laws and regulations. If you do not agree to these terms, do not use this web site.

This Web site may contain other proprietary notices and copyright information, the terms of which must be observed and followed. Information on this Web site may contain technical inaccuracies or typographical errors.  Information may be changed or updated without notice. Spout may also make improvements and/or changes in the products and/or the programs described in this information at any time without notice.

Spout assumes no responsibility regarding the accuracy of the information that is provided by Spout and use of such information is at the recipient's own risk. Spout provides no assurances that any reported problems may be resolved with the use of any information that Spout provides. By furnishing information, Spout does not grant any licenses to any copyrights, patents or any other intellectual property rights.

Spout does not want to receive confidential or proprietary information from you through our Web site. Please note that any information or material sent to Spout will be deemed NOT to be confidential. By sending Spout any information or material, you grant Spout an unrestricted, irrevocable license to use, reproduce, display, perform, modify, transmit and distribute those materials or information, and you also agree that Spout is free to use any ideas, concepts, know-how or techniques that you send us for any purpose.

Global Availability

Information Spout publishes on the World Wide Web may contain references or cross references to Spout products, programs and services that are not announced or available in your country. Such references do not imply that Spout intends to announce such products, programs or services in your country.

Spout's obligations with respect to its products and services are governed solely by the agreements under which they are provided. If you obtain a product or service from Spout off this web site that is provided without an agreement, that product or service is provided "AS-IS" with no warranties whatsoever, express or implied, and your use of that product or service is at your own risk.

Business Relationships

Spout makes no representations whatsoever about any other Web site which you may access through this one. When you access a non-Spout Web site, even one that may contain the Spout logo, please understand that it is independent from Spout, and that Spout has no control over the content on that Web site. In addition, a link to a non-Spout Web site does not mean that Spout endorses or accepts any responsibility for the content, or the use, of such Web site. It is up to you to take precautions to ensure that whatever you select for your use is free of such items as viruses, worms, trojan horses and other items of a destructive nature.

Prohibited Uses of Service

Any Customer use of the Spout service or any other action that causes a disruption in the network of Spout or its partners, affiliates, or vendors, whether directly or indirectly, is strictly prohibited and may result in termination of the Spout service. The Customer understands that neither Spout nor its partners, affiliates or vendors are responsible for the content of the communication that may pass through the Internet and/or the Spout services. The Customer agrees that it will not use the Spout service in ways that violate laws, infringe the rights of others, or interfere with the users, services, or equipment of the Spout network. Such use shall not include certain activities including but not limited to any auto-dialing, continuous or extensive call forwarding, continuous connectivity, fax broadcast, fax blasting, telemarketing, or any other activity on the Spout network that would be inconsistent with personal, residential and reasonable business use patterns.

WARRANTY AND LIABILITY LIMITATIONS

Spout makes no warranties, express or implied, including but not limited to, and implied warranties of merchantability or fitness for a particular use of its products and/or service. Neither Spout nor its partners, affiliates, or vendors will be liable for unauthorized access to Spout's or the Customer's facilities or premise equipment or for unauthorized access to or alteration, theft, or destruction of Customer's data, software, or methods be it via an accident, fraud, or any other method, regardless of whether such damage occurs as a result of Spout's or its partners, affiliates or vendors negligence. Customers are responsible for all calls made on their Spout account, including any and all fraudulent calls that may happen.

Any claim against Spout must be made within fourteen (14) days of the event of the claim or fourteen (14) days from the termination of service (whichever is earlier), Spout shall have no liability thereafter. Spout's liability is limited to a credit, or refund of service, or replacement of defective telecommunications equipment that it sells to the Customer. Spout reserves the right, at its full discretion, to provide a credit in lieu of refund, or a refund in lieu of credit or defective telecommunications equipment replacement. 

IN NO EVENT WILL SPOUT BE LIABLE TO ANY PARTY FOR ANY DIRECT, INDIRECT, SPECIAL OR OTHER CONSEQUENTIAL DAMAGES FOR ANY USE OF THIS WEB SITE, OR ON ANY OTHER HYPER LINKED WEB SITE, INCLUDING, WITHOUT LIMITATION, ANY LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR OTHER DATA ON YOUR INFORMATION HANDLING SYSTEM OR OTHERWISE, EVEN IF WE ARE EXPRESSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

ALL INFORMATION IS PROVIDED BY SPOUT ON AN "AS IS" BASIS ONLY. SPOUT PROVIDES NO REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY AND NONINFRINGEMENT.

Spout 9-1-1 (Emergency Services) Disclaimer and Limitations

Description: VoIP services allow you to make or receive telephone calls over the Internet to or from the public switched telephone network.  The nature of VoIP telephone calls, while appearing similar to traditional telephone calling services, create unique limitations and circumstances, and you acknowledge and agree that differences exist between traditional telephone service and VoIP telephone services, including the lack of traditional 9-1-1 emergency services.

9-1-1 service: Because of the unique nature of VoIP telephone calls, emergency calls to 9-1-1 through your VoIP service will be handled differently than traditional phone service.  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 VoIP calls with respect to 9-1-1 calls placed to emergency services from your account as described below.

Placing 9-1-1 calls: When you make a 9-1-1 emergency call, the VoIP service will attempt to automatically route your 9-1-1 call through a third-party service provider to the Public Safety Answering Point (“PSAP”) corresponding to your address of record on your account.  However, due to the limitations of the VoIP telephone services, your 9-1-1 call may be routed to a different location than that which would be used for traditional 9-1-1 dialling.  For example, your call may be forwarded to a third-party specialized call centre that handles emergency calls.  This call centre is different from the PSAP that would answer a traditional 9-1-1 call which has automatically generated your address information, and consequently, you may be required to provide your name, address, and telephone number to the call centre.

How your information is provided: The VoIP service will attempt to automatically provide the PSAP dispatcher or emergency service operator with the name, address and telephone number associated with your account.  However, for technical reasons, the dispatcher receiving the call may not be able to capture or retain your name, phone number or physical location.  Therefore, when making a 9-1-1 emergency call, you must immediately inform the dispatcher of your location (or the location of the emergency, if different).  If you are unable to speak, the dispatcher may not be able to locate you if your location information is not up to date.

Correctness of information: You are responsible for providing, maintaining, and updating correct contact information (including name, residential address and telephone number) with your account.  If you do not correctly identify the actual location where you are located, or if your account information has recently changed or has otherwise not been updated, 9-1-1 calls may be misdirected to an incorrect emergency response site.

Disconnections: You must not disconnect the 9-1-1 emergency call until told to do so by the dispatcher, as the dispatcher may not have your number or contact information.  If you are inadvertently disconnected, you must call back immediately.

Connection time: For technical reasons, including network congestion, it is possible that a 9-1-1 emergency call will produce a busy signal or will take longer to connect when compared with traditional 9-1-1 calls.

9-1-1 calls may not function: For technical reasons, the functionality of 9-1-1 VoIP emergency calls may cease or be curtailed in various circumstances, including but not limited to:

Failure of service or your service access device—if your system access equipment fails or is not configured correctly, or if your VoIP service is not functioning correctly for any reason, including power outages, VoIP service outage, suspension or disconnection of your service due to billing issues, network or Internet congestion, or network or Internet outage in the event of a power, network or Internet outage; you may need to reset or reconfigure the system access equipment before being able to use the VoIP service, including for 9-1-1 emergency calls; and changing locations—if you move your system access equipment to a location other than that described in your account information or otherwise on record with Spout.

911 Emergency Services Liability

Neither Spout nor its affiliates and their respective officers, directors, employees or agents may be held liable for any claim, damage, or loss as a result of failed 911 services. The Customer waives all such claims or causes of action, arising from or relating to any service outage and/or inability to dial 911 from their Customer phone lines or inability to access emergency service personnel. Subject to the provisions of this agreement, Spout does not provide any other warranties of any kind either expressed or implied, including without limitation the warranties of merchantability and fitness for a particular purpose. The Customer agrees to defend, indemnify, and hold harmless Spout, its affiliates, directors, employees, agents, legal representatives and any other service provider that offers services to the Customer  in relation with the present agreement or the service provided, from any and all claims, losses, damages on before of the Customer, or any third party or of the Customers’ service relating to the failure or outage of the service, including 911 dialing and/or inability of the Customer or any third party or user of their service to be able to dial 911 or to have access to emergency service staff.

Caller ID

The Customer acknowledges that Spout cannot guarantee accuracy on the caller ID on incoming calls. Some rate centers (i.e. Off-Net) do not support caller ID because of limitations with the upstream carrier.

Free Calling between Spout Customers

The Customer acknowledges that:

1. The advertised "Free Calls to Other Spout Customers" is dependent on both Customers SIP registering to the same Spout server (i.e. the USA or Canada server), and calls will be billable if the two parties are not registered to the same server.  If both customers are not registered via SIP User registration to the same Spout IP address (server), our billing system will engage and bill for routing the call over the PSTN.  The customer acknowledges that free calling is dependent on both registrations being to active at the same time and on the same SIP server.

2. The receiving party of the free call may still be billed (it is free to make the call but not to receive a call). 

Spout Affiliate Program Rules

By participating as a Spout Affiliate ("Affiliate Program"), you agree with the Spout Affiliate Program Rules set forth below:

1. Spout will reward Customers on the 1st of the month 10% in residual monthly credit to their account for the Spout Affiliate Program's paid phone customers to the Spout service.  The 10% credit will be calculated based on 100% of monthly service fees, not including airtime usage or addon fees or taxes, for services the referral from the Customer has paid for.  (Example: A referral pays $2.49/month for their phone line, so the Spout Affiliate account would get a monthly $0.25 credit for the duration that referral remains active).

2. If a referred Customer signs up for Spout and they get a refund before the 1st of the month after they sign up, or the referred Customer's transactions are fraudulent, the referring Customer will not be compensated in the Affiliate Program. Spout reserves the right to reverse payments on refunded or fraudulent transactions at any time, without limitation, even if paid out to the referring Customer.

3. Under no circumstances shall the Customer send commercial electronic mail messages as defined in the new American and Canadian Federal spam laws, the CAN-SPAM Act of 2003 in the United States of America, and Fighting Internet and Wireless Spam Act (FISA) of 2010 in Canada. Spout reserves the right to collect, withhold, or cancel any and all compensation related to the content the Customer sends via commercial electronic messages. If the Customer engages in the aforementioned activity in the Affiliate Program, Spout reserves the right to cancel the Customer's Affiliate Program membership.

4. Payouts will be made for balances of $50.00/CAD or more when the Customer requests a payout by e-mailing support@thespout.ca or by opening a support ticket in the Spout customer portal. Payment for the Affiliate Program will be made directly to the customer's bank account or by mailing the referring Customer a cheque. Bank transferring fees and payment mailing fees apply and these fees will be deducted from the Affiliate Program net payment out to the referring Customer. Spout will not be held responsible for lost or missing payments.

Spout ADSL Acceptable Use Policy (AUP)

In the event that the customer subscribes to Spout's internet service offering (ADSL), the Spout Acceptable Use Policy applies in addition to these terms and conditions.  The AUP can be viewed at the following URL: http://www.thespout.ca/adslaup

Fees

The Customer shall be responsible for all fees incurred by the Customer, this includes but is not limited to: monthly DID costs, any DIDs ordered by the customer, local and long distance Termination fees, VPS fees, Porting Fees, Consulting fees, including transaction fees billed to Spout, the merchant, and by PayPal if applicable.  All services rendered to the Customer are on a pre-paid basis. Spout does not offer net billing to the Customer; including for consulting services unless specifically outlined in a separate contract.

The Customer agrees that Spout charges 5% Canadian GST (Goods and Services Tax) on all products and services supplied by Spout. This is regardless of the Customer's location, as per federal laws applicable to Spout. The Customer agrees that acceptable notification and reporting of GST (Goods and Services Tax) constitutes the values shown on all invoices, and/or live and/or downloaded CDR (Call Detail Record) reports generated by the Spout website and/or Spout client area.

The Customer agrees that all international calling is enabled by default on the Customer account. The Customer may disable international calling in their client area should they not desire the ability to make international calls with their account balance.  The Customer acknowledges Spout's BITS license as an international carrier and agrees to not violate any international laws with their telecommunications over international borders.

Refund Policy

Up to 7 days after initiation of Service, Customer may terminate Service and receive a full refund for any unused monthly Service fees, but not including any shipping costs, paid prior to cancellation provided Customer use of service has not been used. Consulting fees for services rendered shall not be refunded. Refunds to the Customer, upon approval, shall only be returned in the same currency that they were originally paid in.  Refunds of your prepaid balance after 90 days are not possible.

Spout may at any time revise these terms by updating this posting. By using this web site, you agree to be bound by any such revisions and should therefore periodically visit this page to determine the current terms to which you are bound.

Newsletter

All Customers that register with an account on Spout can opt to receive Spout's Newsletter. The Spout newsletter will serve as a communication tool for giving monthly updates written in a "for your information" format (not a sales format) on Spout's new products, services, and information on upgrades to the Spout network. Customers are protected and bound by Spout's Privacy Policy and have the option opt-out of and opt-in to the Spout newsletter at any time. 

No Waiver

Spout's failure to exercise or enforce any right or provision of this Agreement will not constitute a waiver of such right or provision.

Force Majeure

Spout shall not be liable for any delay in performance directly or indirectly caused by or resulting from acts of God, accident, government intervention, terrorism, embargoes, labor difficulties, equipment failure, late delivery by suppliers, or other difficulties of Spout as may occur in spite of Spout's reasonable best efforts. In the event of network difficulties or product shortages, Spout may allocate sales, services, and deliveries at its sole discretion.

Governing Law

This entire legal agreement is governed by the laws of Alberta. The Customer acknowledges and agrees that Alberta courts have jurisdiction over this agreement and customer, that Edmonton, Alberta, Canada is an appropriate place for venue of any litigation, and that all litigation, to the extent possible, shall be in Edmonton, Alberta, Canada.

Entire Agreement

These terms and conditions (but expressly not including any terms and conditions of Customer's documents, including any purchase order) constitute the entire legal agreement with regards to this sale and expressly supersede and replace any prior or contemporaneous agreements, written or oral, relating to said sale. This agreement shall be binding upon the heirs, successors, and assigns of the parties hereto.
 
The entire Spout site and its contents are Copyright © 2014 by Spout. All Rights Reserved.

- Last revised: Thursday, June 19, 2014



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Spout Communications

#997 10301 104 St NW, Edmonton, AB Canada T5J1B9
p: 877-696-6003 f: 780-669-5238 e: info@thespout.ca