Terms and Conditions

Welcome to XOnline ("XOnline", "we", "our" and "us"). We are pleased that you have selected us as your phone service provider.

Products and services, which include shopping services, branded and personalized content and entertainment services, communication tools, administrative services, download areas, advertising, games and information, some or all of which may be accessed through a variety of means (all of which are collectively called our "Site" or "Sites"). The term "you" or "your" includes any of your subsidiaries, affiliates, employees and parent or legal guardian.

PLEASE READ THESE TERMS OF USE CAREFULLY. By accessing or using our Site in any way you are agreeing to comply with these Terms of Use, including any documents, policies and guidelines incorporated by reference (referred to collectively as the "Terms"). Certain services available through our Site, especially services for which you are asked to subscribe or pay money, may have their own terms and conditions that apply to your purchase or use of that particular service. The Terms do not alter in any way the terms or conditions of any of these other written or online terms and conditions or agreements you may have or will have with XOnline. To the extent that there is any conflict between these Terms and any terms and conditions or agreements relating to services you have purchased or online tools you use or to which you subscribe, those other terms and conditions or agreements will govern.

THERE ARE IMPORTANT 9-1-1 TERMS RELATED TO XOnline PHONE SERVICES, PLEASE REVIEW ENTIRE AGREEMENT. BY ACTIVATING THIS SERVICE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD AND AGREE TO THESE TERMS AND CONDITIONS.

IMPORTANT 9-1-1 INFORMATION

ATTENTION: VoIP 9-1-1 Service Is Available But With Limitations, We Suggest That You Don't Rely Solely On XOnline For 9-1-1 Service. When Calling 9-1-1, Always Use Your Traditional Landline and/or Mobile Phones First.

We want to make sure that you are aware of important differences in the way 9-1-1 service operates with a VoIP phone when compared with traditional telephone service. Here’s what you need to keep in mind:

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 centre. With VoIP phone service, your 9-1-1 call is forwarded to a third-party service provider that will automatically or manually route your call to the emergency response centre.

Remember to verify 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.

VoIP phone service depends not only on your continued subscription (and payment) for the service, but also on Internet connectivity and power to function. In the event of power, network, or Internet outages (including congestion), or if your service is disconnected or suspended due to non-payment, you may experience a failure, disruption or delay in your 9-1-1 service. 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.

Until you are told to do so by an emergency dispatcher, do not disconnect your 9-1-1 call. If you are inadvertently disconnected, call back immediately.

Keep your service address up to date.

XOnline will attempt to provide the emergency operator with your service address, so please ensure that your information on file with us is always accurate and updated. If you do not do this (for example, if 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.

Inform other users.

You must notify members of your household and other potential users of your VoIP phone service of the nature and limitations of 9-1-1 emergency calls. To make this easier, attach the included stickers in a visible location on your telephone sets.

Limitations of Liability.

XOnline's terms of service limit and disclaim liability related to VoIP 9-1-1 service, so please read these carefully.
For a complete description of our VoIP 9-1-1 service, please see XOnline's terms of service at XOnline.ca

XOnline service and 9-1-1 dialling do not function during an electrical power or broadband provider outage

Power disruptions or failures or Internet service provider outages will also prevent dialling to emergency service numbers including 9-1-1. In the event of power failure or broadband outage, the customer will need to access a traditional phone or cellular phone to make an emergency call.

THIS SECTION CONTAINS IMPORTANT PROVISIONS, INCLUDING THOSE REGARDING 9-1-1 SERVICE

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 (company name).

Alternate services:

If you are not comfortable with the limitations of 9-1-1 emergency calls, (company name) recommends that you terminate the VoIP services or consider an alternate means for accessing traditional 9-1-1 emergency services.

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 9-1-1 emergency calls on the VoIP services as described herein.

Liability:

Customers are advised to review this section with respect to XOnline’s limitations of liability (as appropriate to each company).

30 Day Money Back

If you are not satisfied with our service for any reason within the first 30 days, we will provide a full refund less any usage incurred through long distance charges.

After the initial 30 day period a customer must complete the remainder of the term. Customer(s) may choose to cancel the account prior to the end of term however, no refund will be issued for that period. we understands that due to the nature of our technology and affiliations with other partners, issues can occur which are out of our control. In such cases XOnline may choose at our sole discretion to grant refunds on a case by case basis. Furthermore the 30 day unconditional money back guarentee does not apply for renewals. Customers must terminate the agreement before or on the renewal date. Should a client forget to terminate before the renewal date, clients will be required to pay each additional month of service (at the monthly rate) and the remainder will be refunded. We also provide a full refund for Voip ATA if cancellation is made within the 30 day no obligation period. After the initial 30 day period XOnline will not accept the return of your hardware. Shipping and Handling fees are non-refundable.

Cancellation by You

If You subscribe for Services on a monthly basis, You may cancel Your Service Schedule(s) at any time, provided You give XOnline thirty (30) days prior written notice. Upon cancellation of Your Service Schedule(s), You will remain responsible and agree to pay for all charges which You owe XOnline until the effective date of your cancellation and You have paid Your account in full to the satisfaction of XOnline. IF YOU SUBSCRIBE FOR SERVICES FOR A SPECIFIC TERM, YOU MAY CANCEL YOUR SERVICE BEFORE THE END OF THE TERM, PROVIDED THAT YOU GIVE XOnline THIRTY (30) DAYS PRIOR WRITTEN NOTICE AND PROVIDED THAT YOU PAY PRIMUS A CANCELLATION FEE AS SET BY PRIMUS FROM TIME TO TIME.

Discontinuance of Service by XOnline

Your bill is due upon receipt and is past due if the bill has not been paid or a deferred payment agreement entered into within 15 days after the bill was issued (post-marked or Emailed)

If your bill becomes delinquent, the XOnline must provide a 10-day written notice before discontinuing your service. If you are asked to make an additional deposit based on your actual usage or actual billings and you do not pay the deposit or usage within 10 days, service may be disconnected.
After proper notice and a reasonable opportunity to remedy the situation, telephone service may also be disconnect if you violate our rules regarding the use of service in a way that interferes with the service of others or regarding the operation of non-standard equipment.
Telephone service may be disconnected without any notice.

Voice Mail

Voice Mail can hold a maximum of up to 20 messages for a maximum period of 30 days. Any messages greater than 30 and/or older than 30 days will be automatically deleted. It is the responsibility of the end-user to retain any information that they require on other devices.

Lost or Stolen Device:

If your XOnline device is lost or stolen, you must notify the XOnline Customer Service Center at 416 948 3572 immediately. XOnline is not responsible for any lost airtime or web purchases made on a lost or stolen device.

This agreement shall be governed by the laws of the province of Ontario, Canada, and in the event any litigation must be initiated to reinforced the terms of this agreement, said legal action must be brought in the courts of the Province of Ontario.

If You are an existing Customer, You accept these terms and conditions and You agree to comply with all applicable local, province and Federal laws and Our policies, if You do any of the following: (a) give Us electronic or written signature or orally accept these terms and conditions; (b) renew Your Services and/or use the Services after renewing Your Services; (c) pay for new Services; or (d) make any changes to Your Services. If You do any of the foregoing, You are agreeing to be bound by the terms and conditions of this Agreement.

By activating the Services with XOnline, using a Device provided by XOnline, sending data over the XOnline network or paying for the Services, You acknowledge and agree to the following:

Scope of Services

XOnline reserves the right to terminate, modify or suspend Your Services at any time, without prior notice, for any reason. By way of example only, XOnline can suspend or terminate Your Services if: (a) You fail to maintain an appropriate account balance; (b) You provide false or inaccurate information to Us; (c) You threaten, harass, interfere with or conduct Yourself in an inappropriate manner with Our employees, agents or Customer service representatives; (d) commit fraud or try to commit fraud or otherwise abuse or attempt to abuse the Services, this Agreement or policies of XOnline; (e) You use the Services, attempt to use the Services or are suspected of using the Services in a manner inconsistent with or in breach or violation of this Agreement or other policies of XOnline or You otherwise interfere with XOnline's operation of its business; (f) You modify or manipulate a Device from its original manufacturer specifications; or (g) You use the Service for "spamming" or other unsolicited communication; or (h) You use the Services or Device in a manner that negatively affects XOnline, its network and/or Customers. XOnline also reserves the right to manage and control access to Our network and the use of Our Services. As such We reserve the right to block access to a number and/or certain categories of numbers (for example, 976 and 900 numbers); certain websites; or certain messages, including text, video, photo, and audio messages, in Our sole discretion and to the extent legally permitted. Additionally, We reserve the right to deny a request for Service from any Customer or potential Customer for any lawful reason.

Service Restrictions

XOnline Service plans are for individual use only and not for resale by You. Services may not be used for any other purposes, including, but not limited to, conference calling, monitoring services, data transmissions, transmission of broadcasts, transmission of recorded material, interconnection to other networks, telemarketing, autodialed calls, other commercial uses, or other connections that do not consist of uninterrupted live dialogue between two individuals. XOnline reserves the right to cancel or deactivate Services, without notice, in order to protect Our network from harm due to any cause including, without limitation, the excessive and/or improper use by You of the XOnline Services. XOnline, in its sole discretion, reserves the right to limit the amount of data transferred, and/or to deny or terminate Services, without notice, to anyone XOnline believes is using the Services in any manner prohibited by this Agreement. In addition, calls placed to services that, in Our sole discretion, are designed to facilitate traffic stimulation, including but not limited to chat line facilities, free conference calling services, call center operations and help desk provisioning, are not included in any of Our plans.

XOnline Services may ONLY be used with a XOnline Device for the following purposes:
(i) person to person voice calls;
(ii) text and picture messaging; and
(iii) internet browsing through XOnline's web Services.

You cannot use Our Services to
(a) transmit content or messages that are, or in any manner can be interpreted to be: illegal, threatening, fraudulent, defamatory, abusive, or obscene;
(b) to communicate any unsolicited commercial, voice or other message;
(c) infringe on any copyright or other right of intellectual property of a third party;
(d) in any way to cause damage to or which would adversely affect Our Customers, reputation, network, property, or Services;
(e) to encourage or further any unlawful, criminal, and/or fraudulent activity;
(f) to upload or transmit any virus, worm, or malicious code;
(g) for continuous phone to phone or mobile to landline calls; and/or
(h) for any other reason(s) as deemed prohibited by XOnline. We reserve the right, in Our sole discretion, to remove and/or delete any content posted on Our network in violation of this Agreement. In accordance with the law, We will disclose to third parties any content necessary to respond to claims that such content violates their rights.

Service Limitations

Services are subject to transmission limitations caused, by way of example only, by equipment and/or compatibility issues. Further, Service may be temporarily refused, limited, interrupted or curtailed due to system capacity limitations, technology migration, limitations imposed by the network, or because of equipment modifications, upgrades, repairs or relocations or other activities necessary or proper for the operation, maintenance or improvement of Our network. XOnline reserves the right to substitute and/or replace any XOnline equipment, including Devices, with other equipment, including Devices, of comparable quality. XOnline does not warrant or guarantee availability of its network or of any Services at any specific time or geographic location or that the Services will be provided without interruption. XOnline shall have no liability to You for Service failures, outages or limitations of Service.

Our Services are designed for You to use Your service each month only in the service areas where We provide service. You will not be able to use Your Device outside of Your service area for any calls, including local, long distance, international calls and emergency calls.

Services Offerings

XOnline currently offers its Services to Customers on www.XOnline.ca and through the XOnline Customer Service by dialing 416 948 3572. All current plans are subject to certain limitations and may change from time to time. XOnline reserves the right to manage its network and the traffic on its network in the way We believe will best benefit Our Customers and best enables Us to maintain the Services in the manner described in this Agreement. We have determined that Our ability to provide Services to Our Customers is disrupted when You place abnormally high number of calls, repeatedly place calls that result in abnormally long call lengths, repeatedly place calls with abnormally high costs, high or disproportionate use or otherwise use Our Services or network in excess of Our expectations or the normal amount of use by Our Customers. In an effort to provide You the Services on a reliable basis and a reasonable cost, XOnline reserves the right to discontinue providing Services to You, change the Services provided to You, change the rate plans, restrict or modify the amount of use of any service or discontinue or limit Your account or connection to particular phone numbers, countries, providers, features, Services or types of service used, requested or called by You or limit or restrict the speeds at which certain Services are provided, if in the sole judgment of XOnline it appears likely to generate abnormally high call volumes, abnormally long average call lengths, calls with abnormally high costs or high use or other disproportionate use when compared to those of other Customers of XOnline or if it appears that the use by a Customer is or will be disruptive, harmful or will interfere with the XOnline network or XOnline's ability to provide the Services to other Customers. While XOnline may provide You notice of these changes, You agree and acknowledge that XOnline is not required to provide notice to You before taking any of the foregoing actions. You further agree and acknowledge that by initiating service and placing calls or using any other service on the XOnline network, You are agreeing that XOnline is authorized to modify or terminate Your Services under these or any other circumstances. You have the right to refuse to accept any changes to the Services or rate plans. If You do not want to accept any changes to the Services or the rate plans, You must notify Us in writing. Notwithstanding any termination, amounts previously paid by You are non-refundable unless within the applicable return period.

Your Device, Number & E-mail Address; Caller ID and Number Porting

We will assign a telephone number ("Number") to Your Device. You do not own or have any rights to the Number and at its discretion; XOnline shall have the right to change, reassign or eliminate Your Number without notice to You or change without notice. We don't guarantee that number transfers to or from Us will be successful. If You authorize another carrier to transfer a number away from Us, that is considered a request by You to Us to terminate all of the Services associated with that number, including forfeiture of any balances of time or money on Your account. If Your Service plan is suspended in excess of ninety (90) days, You may lose the right to use that number in the future.

Taxes, Government Fees and Surcharges

While certain Plans and Services may include taxes and government fees, We may still need to deduct from Your account balance any additional federal, province and local taxes, fees and other assessments that We are required by law to collect and remit. These charges may change from time to time without any prior notice. In addition, and depending on Your Services plan, We may deduct from Your account balance surcharges which include, but are not limited to: Federal Universal Service fees and contributions; regulatory fees; administrative charges; gross receipts charges, and other such charges which We incur in complying with governmental programs. The number and type of these surcharges may vary depending on the location of Your primary account address and may change over time. We will provide You notice of any changes to these surcharges in a manner consistent with this Agreement, however, some of these surcharges are based on governmental formulas and/or are set by the government and it will not always be possible to provide advance notice of all surcharge changes. Information on these surcharges is available during Your sales transaction and is available on Our official website.

Account Balances

In order to ensure continued access to Services, You must maintain a positive account balance at ALL TIMES. Your account balance is not refundable, transferable, or redeemable for cash. Once You make a payment on Your account, that payment can ONLY be used for Your account. Interruptions to Your Services may occur should You fail to maintain a certain minimum balance on Your account. If You do not make payments to Your account, Your account can be immediately terminated. Further, any account balance may be forfeited should You fail to use the account balance during Your Services plan period.

Should Your account reach a zero ($0) balance – Your Device may be automatically routed to the Customer Service Center at 416 948 3572 or prompt to call customer service when attempting to make Your next call. Upon being directed to the Customer Service Center You will then be able to service Your account. If You have incurred charges or fees that were not charged prior to Your account balance reaching zero, We may deduct these outstanding unpaid charges from any subsequent amounts You add to Your account balance.

Pricing Errors

Despite our best efforts, a small number of items offered by us from time to time may be mispriced. If an item's correct price is higher than our stated price, we will, at our discretion, either contact you for instructions before shipping or cancel your order and notify you of such cancellation.

Annual Savings

Annual savings is based on annual comparison of other leading phone providers' unlimited rate plans. Every effort has been made to accurately represent this savings and its potential. There are no warranties or guarantees being provided that you will save any money using our service. Savings potential is entirely dependent on the person using our service. Savings is not to be interpreted as a promise or guarantee of savings and will depend upon market values. Savings is subject to change at any time.

Disputed Charges

If You believe there has been an error in a charge to Your account, You must promptly notify Us of the disputed amount. All disputed billing amounts should be directed to XOnline's Customer Service Center by dialing 416 948 3572 or by dialing 123 on Your Device. Failure to promptly notify Us of any disputed amount shall result in a waiver of Your rights to dispute the charge(s) including a waiver of Your ability to dispute the charge(s) in any arbitration of court proceeding. If We determine that the charge(s) are incorrect and that You raised Your dispute in a timely manner, We will credit, refund, or otherwise compensate You. If We credit, refund, or otherwise compensate You, You agree that the dispute is fully and finally settled and not subject to any further proceeding or compensation and to sign any and all documentation requested in connection thereto. Any disputes You have relating to any charges by Us on Your credit card or account must be made, in writing, no later than sixty (60) days from the date XOnline deducts the disputed amount from Your account ("Dispute Period"), unless otherwise provided for by the law. You agree to accept all charges on Your account that are not properly disputed within the Disputed Period. If You do not notify Us about Your dispute within the Dispute Period, You have waived the right to dispute such amount or make any claims against such charges. More information available at our Return Policy page.

Service Plans:

Only New Activation Service plans are eligible for a full refund if returned within thirty (30) days of your activation date and only through the XOnline Customer Service Center by dialing 416 948 3572. Service plans returned after 30 days are not eligible for any refund.

Equipment:

All devices and accessories are eligible for return or exchange within thirty (30) days of your activation date. Eligible returns must be accompanied by a Return Authorization (RA) Number from XOnline and require a device that fully powers on and includes all original equipment such as battery, wall charger and original packaging. Promotional items must be included when returning a device in order to receive full credit. Separate credit will not be issued for promotional items returned without the associated device. Eligible returns can be made by Call the XOnline Order Tracking support line by dialing 416 948 3572 to request a Return Authorization (RA) number. You may also call this number to request a new Return Shipping label if you have lost or misplaced the one provided with your original shipment.

Equipment Condition:

Once the product(s) are received at our distribution center they will be inspected to ensure that they meet our return requirements. All refunds will be credited back to the card on file used for your original payment. To ensure that you receive a full refund credit, merchandise must be returned:

  • Within thirty (30) days from your activation date
  • In original, new condition including all of the components within the original box (i.e.: device, cables, charger, inserts, device box etc.)
At our discretion, your return may be declined due to cosmetic or internal damage to the device(s). Additionally missing or damaged parts, manufacturer packaging/literature, etc., may result in a $10 missing/damaged fee per item if applicable, as agreed upon within the Terms & Conditions at the point of purchase.

Device Return Criteria (not exhaustive):
Original New Condition Undamaged packaging and all parts intact 100% refund credit
Damaged Packaging/Missing Items Damaged packaging or missing items (i.e.: charger, cable etc.) $10 damaged/missing fee per item
Damaged Product Product is damaged No refund credit
Defective Item Product is deemed defective New item will be shipped
at no cost

Disputed Charges:

If you believe there has been an error in a charge to your account, you must promptly notify us of the disputed amount. All disputed billing amounts should be directed to XOnline's Customer Service Center at 416 948 3572 or by dialing 123 on your XOnline device. Failure to promptly notify us of any disputed amount shall result in a waiver of your rights to dispute the charge(s) including a waiver of your ability to dispute the charge(s) in any arbitration of court proceeding. If we determine that the charge(s) are incorrect and that you raised your dispute in a timely manner, we will credit, refund, or otherwise compensate you. If we credit, refund, or otherwise compensate you, you agree that the dispute is fully and finally settled and not subject to any further proceeding or compensation and to sign any and all documentation requested in connection thereto.

Unauthorized Usage or Resale

XOnline Devices are designed to be used only with XOnline Services. Your XOnline Device is sold exclusively for use by You with XOnline Services which are only available within the Canada. Any other use of Your XOnline Device including, without limitation, activation and/or use on a network other than XOnline's and any resale, unlocking and/or reprogramming software or hardware on the Device is unauthorized and constitutes a violation of this Agreement. You agree not to unlock, reprogram, tamper with or alter Your XOnline Device and/or its software; enter unauthorized password; engage in any other unauthorized or illegal use of Your XOnline Device or the Services or assist others in such acts; or to sell and/or export XOnline Devices outside of the Canada. Improper, illegal or unauthorized use of Your XOnline Device may result in immediate discontinuance of Services and legal action. These acts violate XOnline's rights as well as state and federal laws. XOnline will prosecute violators to the fullest extent of the law.

Your XOnline Services are restricted such that You will not be able to make or receive calls on Your XOnline Device when You are located anywhere outside of the Canada, including, without limitation, while You are offshore or in international waters. Any such calls are considered unauthorized usage by XOnline for which Your Services will be immediately suspended and Your account deactivated without refund.

Limitation of Liability

Services may be unavailable, interrupted, delayed or limited for a variety of reasons outside of XOnline's control. Not all Services plans or Services are available for purchase or use in all areas or with all Devices. There are gaps in service within the Service areas shown on coverage maps, which, by their nature, are only approximations of actual coverage. XOnline does not guarantee uninterrupted service or coverage. We cannot assure You that if You place a 911 call, You will be found or that You call will be connected.

IN NO EVENT SHALL XOnline, ITS EMPLOYEES, OFFICERS, DIRECTORS, LICENSORS OR AFFILIATES BE LIABLE TO ANY PARTY FOR ANY LOSS OF PROFITS, REVENUE, SALES OR DATA; ANY COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; PROPERTY DAMAGE, PERSONAL INJURY, INTERRUPTION OF BUSINESS, OR LOSS OF BUSINESS INFORMATION; OR FOR ANY OTHER SPECIAL, DIRECT, INDIRECT, INCIDENTAL, ECONOMIC, COVER, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED AND WHETHER ARISING UNDER CONTRACT, TORT, NEGLIGENCE, OR OTHER THEORY OF LIABILITY ARISING OUT OF THE USE OF OR INABILITY TO USE XOnline SERVICES, EVEN IF XOnline AND/OR ITS LICENSORS OR AFFILIATES ARE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WITH RESPECT TO JURISDICTIONS THAT MAY NOT ALLOW THE EXCLUSION OF LIABILITY, BUT MAY ALLOW LIABILITY TO BE LIMITED IN SOME CASES, XOnline, ITS PRINCIPALS, EMPLOYEES,OFFICERS, DIRECTORS, LICENSORS AND AFFILIATES' LIABILITY SHALL BE LIMITED TO THE PROPORTIONAT AMOUNT OF SERVICE CHARGES ATTRIBUTABLE TO THE AFFECTED PERIOD OF SERVICES.

XOnline will not be liable for any act or omission of any third party furnishing a part of Our Services, Devices or any equipment or for any damages that may result from any service, Devices or equipment provided by or manufactured by third parties.

This includes any and all claims against Our third-party service providers related to the marketing, Services and Devices sold hereunder, and such service provider is an intended third-party beneficiary of this section.

Intellectual Property

You agree not to infringe, misappropriate or otherwise injure the intellectual property rights or good will of XOnline or any third party. Except for a limited license to use the Services or XOnline Device arising out from the sale of a product, Your purchase of XOnline Services or Devices does not grant any license or right to copy, modify, reverse engineer, download, redistribute, or resell the intellectual property of XOnline or other related services and products. You agree that a violation of this section is harmful to XOnline and cannot adequately be redressed by money damages, and that XOnline shall be entitled to immediate injunctive relief in addition to all other remedies available.

Dispute Resolution

XOnline and You hereby agree to first contact each other regarding any disputes, involving the Services, charges, or other issues related to this Agreement. You must contact Us with any such dispute by first calling the Customer Service Center at 416 948 3572 or by dialing 123 on Your XOnline Device. Please state the nature of Your dispute and We will direct You to where You should send any backup documentation necessary to review Your claim. Should We need to reach You, We will contact You using the last contact information contained in Your account information. We each agree to negotiate in good faith to resolve any dispute.

Binding Arbitration

PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS RIGHTS THAT YOU MAY OTHERWISE HAVE. IT PROVIDES FOR RESOLUTION OF ALL DISPUTES AND CLAIMS, EXCEPT FOR CLAIMS CONCERNING THE UNAUTHORIZED RESALE, EXPORT, ALTERATION, AND/OR TAMPERING OF YOUR XOnline PHONE, ITS SOFTWARE, THE SERVICE AND/OR PIN NUMBERS, THROUGH BINDING ARBITRATION INSTEAD OF SUING IN COURT IN THE EVENT THE PARTIES ARE UNABLE TO RESOLVE A DISPUTE OR CLAIM IN GOOD FAITH. ARBITRATION IS BINDING AND SUBJECT TO ONLY A VERY LIMITED REVIEW BY A COURT. THIS ARBITRATION CLAUSE SHALL SURVIVE TERMINATION OF THIS AGREEMENT.

This provision is intended to encompass all disputes or claims arising out of Your relationship with XOnline, arising out of or relating to the Services or any equipment or Devices used in connection with the Services (whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory). Notwithstanding, nothing contained in this arbitration provision shall preclude XOnline from bringing claims concerning the unauthorized resale, export, alteration, and/or tampering of Your XOnline Device, its software, the Services and/or PIN numbers in state or federal court. References to You and XOnline include, where applicable, Our respective subsidiaries, affiliates, predecessors in interest, successors, and assigns. All claims will be resolved by binding arbitration where permitted by law. The arbitration of any dispute or claim shall be conducted by one neutral arbitrator in accordance with the American Arbitration Association ("AAA") under the Telecom Industry Arbitration Rules ("WIA Rules"), as modified by this Agreement. You and XOnline agree that use of the Services evidences a transaction in interstate commerce and this arbitration provision will be interpreted and enforced in accordance with the Federal Arbitration Act and federal arbitration law. All issues are for the arbitrator to decide, including the scope of this arbitration clause, but the arbitrator is bound by the terms of this Agreement. You and XOnline agree that any arbitration will be conducted on an individual basis and not on a consolidated, class wide or representative basis. Further, You agree that the arbitrator may not consolidate proceedings on more than one person's claims, and may not otherwise preside over any form of a representative or class proceeding. If the preclusion of consolidated, class wide or representative proceedings is found to be unenforceable, then this entire arbitration clause shall be null and void. All fees and expenses of arbitration will be divided between You and XOnline in accordance with the WIA Rules. Each party will bear the expenses of its own counsel, experts, witnesses, and preparation and presentation of evidence. Unless XOnline and You otherwise agree in writing, the location of any arbitration shall be Los Angeles, California. Except where prohibited by law, XOnline and You agree that no arbitrator has the authority to award punitive damages or any other damages not measured by the prevailing party's actual damages. Neither You nor XOnline shall disclose the existence, contents, or results of any arbitration except to the extent required by law. Judgment on the award rendered may be entered by any court having jurisdiction. Any notice to be provided under this provision by You must be sent, by mail, to the attention of XOnline, attention General Counsel, at 2355 Westwood Blvd. Ste 310 Los Angeles, California 90064.

This includes any and all claims against Our third-party service providers related to the marketing, Services and Devices sold hereunder, and such service provider is an intended third-party beneficiary of this section.

No Class Actions

TO THE EXTENT ALLOWED BY LAW, YOU WAIVE YOUR RIGHT TO PURSUE ANY CLAIM OR DISPUTE ON A CLASS WIDE BASIS OR TO JOIN YOUR CLAIM OR DISPUTE WITH ANY OTHER PERSON OR ENTITY OR ASSERT A CLAIM IN A REPRESENTATIVE CAPACITY ON BEHLAF OF ANY OTHER PARTY IN ANY LAWSUIT, ARBITRATION, OR OTHER PROCEEDING.

This includes any and all claims against Our third-party service providers related to the marketing, Services and Devices sold hereunder, and such service provider is an intended third-party beneficiary of this section.

No Trial By Jury

TO THE EXTENT ALLOWED BY LAW, WE EACH WAIVE THE RIGHT TO TRIAL BY JURY IN ANY LAWSUIT, ARBITRATION, OR OTHER PROCEEDING.

This includes any and all claims against Our third-party service providers related to the marketing, Services and Devices Sold hereunder, and such service provider is an intended third-party beneficiary of this section.

Choice of Law

The terms and provisions of this Agreement shall be construed under the laws of California, without regard to its choice of law rules, except for the arbitration provision contained in this Agreement, which will be governed by the Federal Arbitration Act. This governing law provision applies no matter where You reside, or where You use or pay for the Services.

Privacy Policy

To view the XOnline Privacy Policy, which is made applicable hereto and incorporated herein, please refer to XOnline's official website: www.XOnline.ca.

Indemnification

You agree to indemnify, defend and hold harmless XOnline, Macalester Telecom of America, Inc., their affiliates, licensors and respective shareholders, officers, agents, representatives, attorneys, partners, and employees from any and all liabilities, penalties, claims, causes of action, and demands brought by third parties (including the costs, expenses, and attorneys' fees on account thereof) resulting from Your acts or omissions, including but not limited to Your acts or omissions in connection with, relating to or arising out of Your breach of or violation of any of the terms and conditions contained in this Agreement and as modified hereafter, the policies of XOnline, or any applicable statutes, ordinances, laws or regulations of any local, state, or federal authority; Your use of the Services and information You provide or submit to Us or other third parties in connection with the Services or Devices; Your failure to secure or safeguard Your passwords or sensitive information; and Your violation of the rights of any third parties, whether based in contract or tort (including strict liability) and regardless of the form of action. This indemnification provision shall survive the termination of the Services by You or by XOnline.

Warranties

We do not manufacture Our Devices, accessories, and/or other equipment. The ONLY warranties applicable to Our Devices, accessories and/or other equipment are those extended by the specific manufactures. You agree that XOnline will have no liability in connection with Devices, accessories and/or other equipment used in conjunction with Our Services.

WE MAKE NO REPRESENTATION OR WARRANTIES, EITHER EXPRESSED OR IMPLIED, REGARDING THE SERVICES AND OR ANY PRODUCTS PROVIDED HEREUNDER OR IN ANY SOFTWARE USED IN CONNECTION THEREWITH, INCLUDING, BUT NOT LIMITED TO, AND TO THE EXTENT PERMITTED BY LAW, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR APARTICULAR PURPOSE, TITLE, QUALITY, NON-INFRINGEMENT, PERFORMANCE AND OR ACCURACY. WE EXPRESSLY DISCLAIM ANY AND ALL IMPLIED WARRANTIES.

We do not warrant that Our Services will in any way be error free, nor do We authorize any third party to make any warranties on Our behalf.

Safety

We will not be responsible for the content or any security of voicemail, messages, or contact lists which You may create and/or store on Your XOnline Device. Always use Your Device in a safe manner that does not create a risk to Your safety or the safety of those around You, this includes always using hands free Devices and never texting while driving.

Other Important Terms

Waiver by XOnline or failure to enforce a requirement under this Agreement in one instance, does not waive XOnline's rights to later enforce that requirement or future violations. If any part of this Agreement is held invalid or unenforceable, the rest of this Agreement shall remain in full force and effect. This Agreement is not for the benefit of any third parties except XOnline's corporate parents, subsidiaries, affiliates, agents, predecessors or successors in interest. You cannot assign this Agreement or any of Your rights or duties under this Agreement without the written consent of XOnline, which can be withheld at its sole and absolute discretion. We can assign this Agreement without notice to You. The Agreement and all documents referenced in this Agreement make up the entire agreement between Us and replaces all other written and oral agreements. You cannot rely on any contradictory or inconsistent statements made by sales representatives or agents of XOnline. The rights, obligations and commitments in the Agreement that by their nature extend beyond termination of Services shall survive termination of Services.


As of May 01, 2012