WAY TELECOM TERMS OF SERVICE

These Terms of Service constitute the agreement ("Agreement") between Way Telecom Canada, a Division of Soft Communications, Inc. ("we", "us" or "Way Telecom") and the user ("you", "user", "customer", "member") of Direct Way residential and small business communications services and any related products or services ("Service").

BY SUBSCRIBING OR USING THE SERVICE, YOU REPRESENT THAT YOU ARE OF LEGAL AGE TO ENTER INTO THIS AGREEMENT AND THAT YOU HAVE READ AND UNDERSTAND FULLY THE TERMS AND CONDITIONS OF THIS AGREEMENT.

1. ACCEPTANCE OF TERMS & PRIVACY POLICY.

1.1 Way Telecom reserves the right, at Way Telecom’s sole discretion, to change, modify, update, add or remove portions of the Terms of Service at any time without any notice. Please check these Terms of Service for changes. Your continued use of this website and of the Service following the posting of changes to the Terms of Service will mean you accept those changes.

1.2 You agree to read and adhere to Way Telecom’s Acceptable Use Policy ( "AUP") available at http://www.waytelecom.ca/terms.php and Way Telecom’s Privacy Policy ( "Privacy Policy") available at http://www.waytelecom.ca/privacy.php and agree to hold Way Telecom harmless from all liabilities and expenses related to any violation by You of the AUP and/or Privacy Policy.

2. REPRESENTATIONS AND WARRANTIES

2.1 USE OF THIS SITE IS AT YOUR SOLE RISK. WAY TELECOM DOES NOT REPRESENT OR WARRANT: THE ACCURACY OR RELIABILITY OF ANY CONTENT, INFORMATION, SERVICE, PRODUCT, SOFTWARE, OR DEMONSTRATION CONTAINED ON THE SITE. RELIANCE UPON SUCH CONTENT, INFORMATION, SERVICE, PRODUCT, SOFTWARE OR DEMONSTRATION SHALL BE AT YOUR OWN RISK.

2.2 THE CONTENT, INFORMATION, SERVICES, PRODUCT, SOFTWARE, AND DEMONSTRATIONS, CONTAINED HEREIN AND PROVIDED ARE DONE SO ON AN "AS IS" BASIS WITHOUT ANY WARRANTIES OF ANY KIND. WAY TELECOM AND ITS RESPECTIVE CUSTOMERS, PARTNERS, SUPPLIERS, AND AFFILIATES, TO THE FULLEST EXTENT PERMITTED BY LAW, DISCLAIM ALL WARRANTIES, EITHER EXPRESSED OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF THIRD PARTIES' RIGHTS. WAY TELECOM AND ITS RESPECTIVE CUSTOMERS, PARTNERS, SUPPLIERS, AND AFFILIATES MAKE NO REPRSENTATIONS OR WARRANTIES ABOUT THE RELIABILITY, COMPLETENESS, ACCURACY, SUITABILITY, CURRENTNESS OR TIMELINESS OF THE CONTENT, INFORMATION, SERVICES, PRODUCT, SOFTWARE, AND DEMONSTRATIONS ON OR THROUGH THE USE OF THE SITE.

2.3 WAY TELECOM, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, AND/OR ITS RESPECTIVE CUSTOMERS, PARTNERS, SUPPLIERS, AND AFFILIATES AND SUPPLIERS SHALL IN NO EVENT BE LIABILE FOR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, INCIDENTAL AND CONSEQUENTIAL DAMAGES, DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION, OR LOST PROFITS, RESULTING FROM THE USE OR NON-USE OF THE SITE OR THE CONTENT, INFORMATION, SERVICE, PRODUCT, SOFTWARE, AND DEMONSTRATIONS AND THE RELATED GRAPHICS CONTAINED THEREIN. SUCH LIMITATIONS TO CONSEQUENTIAL AND INCIDENTIAL DAMAGES IS IN EFFECT AND FULL FORCE WHETHER BASED ON WARRANTY, CONTRACT, TORT OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT WAY TELECOM IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IF YOU ARE DISSATISFIED, YOUR SOLE AND EXCLSUIVE REMEDY UNDER THIS AGREEMENT IS TO DISCONTINUE USE OF THIS SITE. SINCE SOME STATES/PROVINCES JURISDICTIONS DO NOT ALLOW FOR THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTIAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. REMEDIES UNDER THIS AGREEMENT ARE EXCLUSIVE AND LIMITED TO THOSE EXPRESSLY PROVIDED FOR IN THIS AGREEMENT.

3. DIRECT WAY SUBSCRIPTION CHARGES AND GLOBAL SAVER CALLING CARD USAGE

3.1 Way Telecom is committed to providing the lowest International long distance rates possible. Therefore, on Direct Way orders of less than $25.00 we charge a processing fee to cover our cost in verifying the identity of our customers and managing these purchases. This fee is charged irrespective of the method of payment. All non-rechargeable calling cards expire 90 days after first use or 1 year (365 days) after day of issue. All rechargeable calling cards expire 1 year (365 days) after last use unless otherwise stated.

3.2 Global Saver Calling Card and Direct Way long distance subscription plan rates may vary. Rates are subject to change without notice. A connection fee may apply to each domestic and international call and varies by country unless otherwise stated and such fee shall be charged to your calling card. All calls are billed in 1minute increments and rounded up unless otherwise stated. For each answered call, billing begins no earlier than the point at which the PIN is entered.

3.3 Local and Regional Phone Company charges may apply and such fees shall be charged to your calling card. Public payphones may incur an additional charge of up to $0.75 depending on the payphone carrier's policy. Toll Free access fee may be applied to calls without a valid destination number and such fee shall be charged to your calling card. Outside of Canada, Toll Free access fees may be applied even to calls with valid destination numbers. Calls to Directory Assistance will be charged at a higher rate and such fee shall be charged to your calling card.

3.4 Not all telephones are compatible with PIN calls. Access to compatible telephones is limited in some locations. Not all telephones are compatible with PIN Free “Pin less” dialing feature. Due to customer demand for simplicity of use, most of our phone cards utilize the * and # keys to signify the end of a call. This improves the ease of usage for customers wishing to not re-enter their PIN to make a new call.

Prices are subject to change without notice. Refunds will be offered in the form of exchanges or web-credit on all cards having a full balance, excluding discontinued products.

Network services are provided by Soft Communications, Inc. and its affiliate carriers.

4. INSTANT PIN DELIVERY, FRAUD PROTECTION, ERRORS

4.1 Way Telecom delivers calling cards, PIN to your registered e-mail account within minutes of placing your order.

4.2 For fraud protection purposes, first-time customers may be subject to telephone or automatic Interactive Voice verification before electronic Card PIN delivery. If the Way Telecom’s IP monitoring security protection system flags your order for verification, one of our customer service representatives will call you within the next 24 business hours to confirm your order over the phone.

4.3 Contact us via Live Web or Support form if you have any questions about our instant delivery or fraud protection policies. Customer service representatives are available 24/7.
In certain circumstances, Way Telecom may refer you to appropriate law enforcement agencies

4.4 Billing errors may occur. If you have been undercharged, we, in our sole discretion, may charge your provided credit card the amount for which you were incorrectly not charged.

5. PROTECTION OF ID AND PASSWORD

5.1 You are required to have a password and user ID to access portions of this site.

5.2 You must notify Way Telecom at, support@waytelecom.ca of any known or suspected breach of security, including theft, loss, or unauthorized disclosure of your password or credit card information, or unauthorized access or use(s) of your account, or any known or suspected.

5.3 You are responsible for any and all use and activity on your Way Telecom account. You are responsible for third party users, including employees, authorized or unauthorized by you to use your user ID and password. Any illegal activity, including, but not limited to, fraudulent misrepresentation, may be, at Way Telecom’s sole discretion, grounds for termination of your account. In certain circumstances, Way Telecom may refer you to appropriate law enforcement agencies.

6. SERVICE TERMINATION

6 .1 You can terminate your account at any time. To terminate your account, please contact us via members support form located at http://www.waytelecom.ca/contact.php or send an e-mail to: support@waytelecom.ca

6.2 Way Telecom may, in its sole discretion, suspend or terminate your access to all or part of the site for any reason. Such reasons for termination include, without limitation, breach of this Agreement or if your conduct is unlawful or is harmful to the interest of Way Telecom and/or its Customers, Partners, Suppliers, or Affiliates.

7 . MONEY BACK GUARANTEE, LIMITATIONS AND CONDITIONS, REFUNDS.

Residential and Corporate Customers. We offer a thirty (30) Day Money Back Guarantee from the date of activation of your Service. We will refund the activation fee, the monthly charge for the first month of Service, shipping charges if any and the disconnection fee provided that:

You have not exceeded 120 minutes of usage ( based on calls in North America.)

• You cancel your Service within the applicable period;
• You call Way Telecom Customer Care department at 1-416-665-4455 to cancel your service.

Applicable taxes cannot be refunded. You will be responsible for any charges for international usage, payphone calls to Way Telecom Toll Free numbers and directory assistance. We reserve the right to terminate or revoke this Money Back Guarantee policy at any time, without prior notice.

8. LIMITATION OF LIABILITY, INDEMNIFICATION, WARRANTIES

8.1 We will not be liable for any delay or failure to provide the Service, including 9-1-1 Dialing, at any time or from time to time, or any interruption or degradation of voice quality that is caused by any of the following:

• an act or omission of an underlying carrier, service provider, vendor or other third party;
• equipment, network or facility failure;
• equipment, network or facility upgrade or modification;
• force majeure events such as (but not limited to) acts of God, acts of nature, strikes, fire, war, riot, acts of terrorism and government actions;
• equipment, network or facility shortage;
• equipment or facility relocation;
• service, equipment, network or facility failure caused by the loss of power to you;
• outage of, or blocking of ports by, your ISP or broadband service provider or other impediment to usage of the Service caused by any third party;
• any act or omission by you or any person using the Service or Device provided to you; or any other cause that is beyond our control, including, without limitation, a failure of or defect in any Device, the failure of an incoming or outgoing communication, the inability of communications (including, without limitation, 9-1-1 Dialing) to be connected or completed, or forwarded.

Our aggregate liability under this agreement will in no event exceed the Service charges with respect to the affected time period.

8.2 Disclaimer of Liability for Damages. IN NO EVENT WILL WAY TELECOM, ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES OR AGENTS OR ANY OTHER SERVICE PROVIDER WHO FURNISHES SERVICES TO YOU IN CONNECTION WITH THIS AGREEMENT OR THE SERVICE BE LIABLE FOR ANY DIRECT, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR FOR ANY OTHER DAMAGES, INCLUDING BUT NOT LIMITED TO PERSONAL INJURY, WRONGFUL DEATH, PROPERTY DAMAGE, LOSS OF DATA, LOSS OF REVENUE OR PROFITS, OR DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE USE OR INABILITY TO USE THE SERVICE, INCLUDING INABILITY TO ACCESS EMERGENCY SERVICE PERSONNEL THROUGH THE 9-1-1 DIALING SERVICE OR TO OBTAIN EMERGENCY HELP. THE LIMITATIONS SET FORTH HEREIN APPLY TO CLAIMS FOUNDED IN BREACH OF CONTRACT, BREACH OF WARRANTY OR CONDITION, PRODUCT LIABILITY, TORT (INCLUDING NEGLIGENCE), INTELLECTUAL PROPERTYINFRINGEMENT, STRICT LIABILITY, FUNDAMENTAL BREACH, BREACH OF A FUNDAMENTAL TERM AND ANY AND ALL OTHER THEORIES OF LIABILITY AND APPLY WHETHER OR NOT WE WERE INFORMED OF THE LIKELIHOOD OF ANY PARTICULAR TYPE OF DAMAGES.

8.3 INDEMNIFICATION AND SURVIVAL

a. Indemnification. You shall defend, indemnify, and hold harmless Way Telecom, its officers, directors, employees, affiliates and agents and any other service provider who furnishes services to you in connection with this Agreement or the Service, from any and all claims, losses, damages, fines, penalties, costs and expenses (including, without limitation, legal fees and expenses) by, or on behalf of, you or any third party or user of the Service, relating to this Agreement or the Services, including, without limitation, 9-1-1 Dialing, or the Device.

b. Survival. The provisions of this Agreement that by their sense and context are intended to survive the termination or expiration of this Agreement shall survive.

9. MISCELLANEOUS

9.1 Governing Law. The Agreement and the relationship between you and Way Telecom is governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein without regard to its conflict of law provisions. To the extent court action is initiated to enforce an arbitration award or for any other reason consistent with Section 9.2, you shall submit to the personal and exclusive jurisdiction of the courts located within the Province of Ontario and waive any objection as to venue or inconvenient forum.

9.2 Mandatory Arbitration and No Jury Trial. Except to the extent contrary to applicable law, any dispute or claim between you, any member of your household or any guest or employee of you and us arising out of or relating to the Service or Device will be resolved by arbitration before a single arbitrator administered by a Canadian arbitration organization of our choosing. The arbitration shall take place in Toronto, Ontario and shall be conducted in English. The arbitrator's decision will follow the plain meaning of the relevant documents, and will be final and binding. Without limiting the foregoing, the parties agree that no arbitrator has the authority to: (i) award relief in excess of what this Agreement provides; or (ii) award punitive or exemplary damages. Judgment on the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SERVICE MUST BE FILED WITHIN ONE (1) YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION AROSE OR BE FOREVER BARRED, except to the extent such a limitation is prohibited by applicable law. All claims shall be arbitrated individually. Except to the extent contrary to applicable law, you shall not bring, or join any class action of any kind in court or in arbitration or seek to consolidate or bring previously consolidated claims in arbitration. THIS ARBITRATION PROVISION CONSTITUTES A WAIVER OF ANY RIGHT TO A JURY TRIAL AND AN AGREEMENT TO BE SUBJECT TO JURISDICTION IN, AND CONDUCT ARBITRAL PROCEEDINGS IN, ONTARIO.

9 .3 No Waiver of Rights. Our failure to exercise or enforce any right or provision of this Agreement will not constitute a waiver of such right or provision.

9 .4 Entire Agreement. This Agreement, including any future modifications as may occur within the terms of the Agreement, and the rates for Services found on our website constitute the entire agreement between you and Way Telecom and govern the use of the Service by you, members of your household, guests and employees. This Agreement supersedes any prior agreements between you and Way Telecom and any and all prior or contemporaneous statements, understandings, writings, commitments, or representations concerning its subject matter.

9.5 Severability. If any part of this Agreement is legally declared invalid or unenforceable, all other parts of this Agreement will remain valid and enforceable. Such invalidity or non-enforceability will not invalidate or render unenforceable any other portion of this Agreement.

9.6 French Language. The parties confirm that it is their express wish that this agreement, as well as any other documents relating to this agreement, including notices, schedules and authorizations, have been and shall be drawn up in the English language only. Les parties aux présentes confirment leur volonté expresse que cette convention, de même que tous les documents s'y rattachant, y compris tous avis, annexes et autorisations s'y rattachant, soient rédigés en langue anglaise seulement.

10. FUTURE CHANGES TO THIS AGREEMENT

We may change the terms and conditions of the Service and this Agreement, as well as amounts charged under this Agreement, from time to time. Notices will be considered given and effective on the date posted on www.waytelecom.ca, or as otherwise may be required by applicable law. Subject to applicable law, such changes will become binding on you on the date they are posted to our website and no further notice by us is required upon your continued use of the Service. If this Agreement is amended and you do not wish to accept the amendment, you may terminate the Agreement.

11. PRIVACY

To the extent that personal information is provided by the customer in connection with this Agreement, the customer confirms that he or she consents, and that all other necessary consents have been obtained, to the use and collection by, and disclosure to, Way Telecom, assignees of Way Telecom, and their respective affiliates, agents and contractors for the following purposes: (i) providing products and services to the customer, (ii) contract management and administration, (iii) establishing a customer relationship and communicating with customers, (iv) developing, implementing and managing products and services for customers, (v) assisting in law enforcement purposes and collecting unpaid debts, (vi) protecting, managing and promoting their business interests and activities; (vii) providing information to the customer on other products and services which may be available; and (viii) otherwise as required or permitted by law. The customer may withdraw his or her consent in respect of clause (vii) above, without affecting his or her other arrangements with Way Telecom, by notifying Way Telecom’s customer service via Live Web or Electronic Customer Contact Form. Further information on Way Telecom’s privacy policies, as well as access to any such personal information for purposes of review, correction and updating, may also be obtained by writing to customer service.

Last Updated: August 10, 2006. Copyright © 2006 Way Telecom Canada used under license. Direct Way Long Distance is a registered service mark owned by and used under license from Way Telecom a wholly owned company of Soft Communications, Inc.