netVOICE Voice Services Terms and Conditions

All voice and fax services (including but not limited to VoIP, IP Centrex, SIP trunking, and IAX trunking, hosted Asterisk, and Virtual Private Asterisk Server) are provided to customers under the following terms and conditions.

Included in these Terms and Conditions, by reference, are important limitations and information on 911 and E911 service on the page: http://www.netvoice.ca/911.

1. DEFINITIONS

(a) netVOICE: In the following, netVOICE (without regard to capitalisation of the letters) means the netVOICE communications division of Silicon-by-the-Sea, Ltd.

2. FEES

(a) Fees: The Customer shall pay the fees, Termination Fees (as defined in Section 4(a)) (if applicable), Under-Utilization Fees (as defined in Section 2(b)) (if applicable) and capital, development or installation costs (if any) that apply to each Service (the "Fees"). The Customer shall also pay applicable commodity taxes, including all sales, retail, use, goods and services, value-added, excise and similar taxes levied or assessed by any Government authority, as well as surcharges for foreign taxes, withholding tax, and inter-exchange carrier charges, if any (collectively, "Taxes"). Customer shall pay all invoices for Fees and Taxes on the invoice date. Invoiced Fees and Taxes are subject to a late payment charge at the rate specified in the invoice, which rate may vary from time to time, calculated from the invoice date, if not paid within 30 days of the invoice date.

(b) Minimum Commitment: The Customer agrees to the minimum commitment levels for billing, volume or usage, if any are set out in a Service Schedule (the "Minimum Commitment"), for each month, year or other period of time specified in that Service Schedule as the period in which a Minimum Commitment applies (the "Minimum Commitment Period"). If the Customer does not meet a Minimum Commitment during the relevant Minimum Commitment Period, the Customer shall pay to netVOICE the under-utilization charges set out in the Service Schedule (the "Under-Utilization Fees"). If there is no minimum commitment level specified in the Service Schedule, or if services were provided without a Service Schedule, then no minimum commitment shall be deemed to exist, and the contract period shall be deemed to be one month.

(c) No Withholding, Deduction or Set-Off: Customer shall not withhold or deduct any amounts from, or set-off amounts owed by netVOICE to Customer against, any amounts invoiced by netVOICE for Fees and Taxes.

(d) Credits: The Customer shall notify netVOICE within 150 days of the date of the applicable invoice, of any charges that should not have been billed or that were over-billed. If netVOICE confirms that those charges should not have been billed or were over-billed, netVOICE will credit the Customer for those charges.

(e) Payment by Credit Card: Invoices may be paid by credit card either by prior arrangement, or within three business days of receipt. Payment of any invoice after three business days will incur a 3% special service charge.

(f) Partial Payments: Payments of less than 50% of any single invoice will incur a $5 payment processing fee.

3. TERM

(a) These terms and conditions shall apply from the earlier of (i) the date services are provided to the customer or (ii) the date the Schedule or Services has been signed by the Customer and accepted by netVOICE. It will expire or terminate when the last remaining Service Schedule expires or terminates.

(b) Term of Each Service Schedule: Each Service will be provided for the period set out in the relevant Service Schedule (the "Initial Service Term"). If there is no period specified in the Service Schedule, or if services were provided without a Service Schedule, then the term of service shall be deemed to be one month.

(c) Early Provision of Services: If netVOICE begins work to provision any Service, or if netVOICE delivers any Service, before the start of the Agreement Term or the relevant Initial Service Term, all work and services provided by netVOICE before either of those dates will be considered to have been provided under all of these terms and conditions including the relevant Service Schedule.

(d) Renewal Term(s): Unless the Customer or netVOICE gives a notice to the other as described in Section 3(e), each Service Schedule will automatically be renewed at the end of the Initial Service Term on the same terms and conditions for the consecutive renewal period(s) set out in that Service Schedule. If there is no renewal period set out in a Service Schedule, that Service Schedule will automatically renew for an additional one (1) month term (a "Service Renewal Term"). At the end of a Service Renewal Term an additional Service Renewal Term will commence unless the Customer or netVOICE gives notice to the other as described in Section 3(e). The Initial Service Term and any Service Renewal Term(s) are collectively referred to as the "Service Term". netVOICE may change the Fees for a Service Renewal Term by providing the Customer with at least 60 days advance written notice of the change before the end of the then current Initial Service Term or Service Renewal Term, as the case may be.

(e) Notice of Non-Renewal: Either party may send to the other party a written notice, at least thirty (30) days in advance of the expiration of the relevant Service Term, that it does not intend to renew a Service Schedule. As a result, that Service Schedule will expire and the Services provided under it will be terminated at the end of the Service Term. If the services are being provided month-to-month, then cancellation will be effective at the end of the calendar month following the month in which notice was received.

4. TERMINATION

(a) Early Termination by Customer: Customer may terminate a Service it has requested under a Service Schedule ("Terminated Service") at any time before the end of the relevant Service Term, if the Service Term is longer than one month, by giving notice of termination to netVOICE at least thirty (30) days before the proposed early termination date. If Customer terminates a Service under this Section, the Customer shall pay to netVOICE all Fees and Taxes due for the Terminated Service up to the date of termination. Customer shall also pay to netVOICE (i) 100% of the reasonable out-of-pocket expenses that netVOICE incurs or will incur in connection with its contractual arrangements with the netVOICE Providers (as defined in Section 12(a)), and (ii) the termination charges specified in the relevant Service Schedule, or if not specified, an amount equal to 50% of the remaining monthly Fees for the Terminated Service that would have been payable to the end of the Service Term (collectively, the "Termination Fees"), plus Taxes on the Termination Fees. The Termination Fees are liquidated damages and consideration for the Services, and are not a penalty.

(b) Termination for Cause: Either party may terminate any Service Schedule by giving notice in writing to the other party, upon the occurrence of any of the following: (i) the other party materially defaults with respect to a material obligation under any Service Schedule and does not remedy that default within thirty (30) days after receiving written notice of the default. Customer's failure to pay any invoiced Fees or Taxes when due is a material default with respect to a material obligation. If netVOICE materially defaults with respect to a material obligation in the provision of a Service, Customer shall only be entitled to terminate the Service Schedule for that Service; or (ii) the other party enters into a compulsory or voluntary liquidation, or compounds with or convenes a meeting of its creditors or has a receiver appointed over all or any part of its assets or takes or suffers any similar action in consequence of a debt, or ceases for any reason to carry on business. netVOICE has certain additional rights of termination provided in Section 6(b).

(c) Charges Payable: On the termination of a Service Schedule for any reason, all payments required to be made to netVOICE by the Customer under these terms and conditions and/or that Service Schedule, as applicable, shall be due and payable immediately. If netVOICE terminates a Service Schedule under Section 4(b)(i) or (ii), the Customer shall in addition pay to netVOICE Termination Fees. Termination of a Service Schedule or these terms and conditions shall not relieve the Customer from any liability, including amounts owing, which accrued before the termination is effective. Customer is not required to pay Termination Fees if Customer terminates these terms and conditions or a Service Schedule under Section 4(b).

(d) Additional Termination Rights: There may be additional rights of termination for a Service set out in the applicable Service Schedule.

5. netVOICE PROPERTY

All material, equipment and software provided by netVOICE including any equipment or software set out in the Service Schedule(s), and any other equipment, including cables, modems, adapters, phones, and switching equipment, provided by and used in the provision of the Services by netVOICE ("netVOICE Provided Equipment") shall at all times be and remain the exclusive property of netVOICE or the netVOICE Providers, wherever located. Customer acknowledges it has no right, title or interest in or to any IP address assigned to the Customer. netVOICE may, on reasonable notice to the Customer, change that IP address. netVOICE is not obligated to notify any other party of a change to the Customer's IP addresses.

Telephone numbers assigned by netVOICE are the property of netVOICE and may only be ported or transferred to another service provider if the customer's account with netVOICE is in good standing.

6. CUSTOMER OBLIGATIONS

(a) Obligations: In addition to any other obligations of the Customer under these terms and conditions, the Customer shall:

(i) not resell or remarket any Service for commercial purposes. If Customer wishes to resell or remarket the Services Customer shall enter into a separate written wholesale agreement with netVOICE;

(ii) be responsible for the supply (including obtaining necessary licenses and authorizations), installation and maintenance of any equipment or software other than the netVOICE Provided Equipment (the "Non-netVOICE Equipment") at each site listed in a Service Schedule, if applicable, that is necessary to receive the Services, and ensure that the Non-netVOICE Equipment is (A) installed, maintained and stored in a manner and an environment that conform to the manufacturer's specifications and any specifications provided by netVOICE, and (B) compatible with the netVOICE Provided Equipment and Services;

(iii) provide all necessary infrastructure, including power outlets, grounding and anti-static environments required for the safe and efficient operation and maintenance of the netVOICE Provided Equipment in accordance with the specifications of netVOICE or the Canadian Standards Association as applicable;

(iv) ensure at all times that the netVOICE Provided Equipment is stored in a manner and in an environment that conform to relevant specifications provided by netVOICE;

(v) permit netVOICE or the netVOICE Providers prompt and safe access to Customer's premises so they can perform netVOICE's obligations under this Agreement or maintain, disconnect, change, replace or remove the netVOICE Provided Equipment;

(vi) be responsible for the loss of or damage to the netVOICE Provided Equipment except if caused by the negligence or willful misconduct of netVOICE or the netVOICE Providers;

(vii) be responsible for use of the Services by any of its employees, officers, directors, agents and its end users (collectively, "End Users"), and take all necessary measures to ensure that the End Users use the Services in accordance with these terms and conditions;

(viii) comply and cause its End Users to comply with (A) the internet acceptable use policy attached to a Service Schedule (as may be amended by netVOICE from time to time) for any internet-based Service if the Customer is receiving that Service; and (B) any third party software license terms and conditions for software used by the Customer and/or its End Users in connection with the use of the Services;

(ix) not tamper with, alter or otherwise rearrange the Services;

(x) not use or abuse the Services, or permit or assist others to do so in any manner that interferes with the Services or the provision of them, or the networks of netVOICE or any netVOICE Provider or access to those networks by other users;

(xi) not use or abuse the Services, or permit or assist others to do so for any purpose or in any manner that directly or indirectly violates applicable laws or any third party rights;

(xii) to use the services in a manner consistent with typical usage patterns for similar services by other customers; and

(xiii) to have, and agree to maintain, an alternate means of contacting 911 (using a cell phone or other traditional telephone service such as a fax line) and to inform your staff, guests, and other persons who may be present at the physical location where you utilize the netVOICE service, of the important differences in and limitations of VoIP 911 as described at http://www.netvoice.ca/911.

(b) Failure to Comply:

(i) netVOICE is not liable for any failure to provide the Services in accordance with these terms and conditions that results from Customer's failure to comply with any of the obligations set out in Section 6(a).

(ii) Also, if a Customer's failure to comply with any of the obligations in Sections 6(a)(i), and (iii)-(xi) materially adversely affects netVOICE's or the netVOICE Provider's networks, the Services or other customers. ability to receive services from netVOICE, netVOICE may take all actions which it reasonably considers necessary to address that material adverse affect. These actions could include immediate suspension of or restriction on the use of the Services. netVOICE may terminate or suspend all or any Services upon 5 days written notice if Customer breaches Section 6(a)(i) or materially breaches 6(a)(xi).

7. SERVICE OBLIGATIONS

(a) Service Commitments: netVOICE shall provide each Service in accordance with these terms and conditions, including the relevant Service Schedule, and any service level agreements that may be specified in that Service Schedule.

(b) Rights and Remedies: All of Customer's rights and remedies relating to netVOICE's failure to meet a service level agreement, including credits, refunds or rights of termination, are set out in the relevant Service Schedule. If there is no service level agreement for a Service, Customer shall be entitled to receive any refunds or credits that may be set out in the relevant Service Schedule for service interruptions. These rights and remedies are subject to the limitations of liability set out in Section 8 and are the only remedies for netVOICE's failure to meet a service level agreement or for a service interruption.

(c) Disclaimer: Customer acknowledges that netVOICE does not warrant (i) uninterrupted or error-free Services, or (ii) the content, availability, accuracy or any other aspect of any information including all data, files and all other information or content in any form, accessible or made available to or by the Customer or its End Users through the use of the Services. During a Service Term, netVOICE may migrate a Service to an alternative service or technology as long as the alternative service or technology provides similar functionality as the Service. The definition of "Service" includes the alternative service. netVOICE shall not be responsible if any changes in the Services affect the performance of equipment, hardware or software other than netVOICE Provided Equipment (as defined in Section 5) or cause it to become obsolete or require modification or attention. netVOICE shall provide the Customer with 60 days notice of any such change. Customer acknowledges that netVOICE may interrupt the Services, from time to time and as may be specified in the Service Schedules, in order to provide maintenance in respect of the Services.

(d) WAIVER: THE WARRANTIES PROVIDED IN THIS AGREEMENT REPLACE ALL OTHER WARRANTIES AND CONDITIONS. THE CUSTOMER WAIVES ALL OTHER WARRANTIES AND CONDITIONS, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR AVAILABILITY OR RELIABILITY OF THE SERVICES.

8. LIMITATION OF LIABILITY

(a) LIABILITY FOR DIRECT DAMAGES: EXCEPT AS PROVIDED IN SECTION 8(d), NETVOICE'S TOTAL CUMULATIVE LIABILITY FOR DAMAGES, EXPENSES, COSTS, LIABILITY OR LOSSES (COLLECTIVELY, "DAMAGES") ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE PROVISION OF SERVICES UNDER A SERVICE SCHEDULE, WHETHER ARISING IN NEGLIGENCE, TORT, STATUTE, EQUITY, CONTRACT, COMMON LAW, OR ANY OTHER CAUSE OF ACTION OR LEGAL THEORY EVEN IF NETVOICE HAS BEEN ADVISED OF THE POSSIBILITY OF THOSE 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 THE CUSTOMER FOR THE SPECIFIC SERVICE(S) THAT GAVE RISE TO THE DAMAGES DURING THE THREE (3) MONTH PERIOD BEFORE THE EVENT GIVING RISE TO THE DAMAGES, LESS AMOUNTS PAID FOR PREVIOUS CLAIMS, IF ANY.

(b) NO LIABILITY FOR CERTAIN DAMAGES: EXCEPT AS PROVIDED IN SECTION 8(d), NETVOICE IS NOT LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES WHATSOEVER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE PROVISION OF SERVICES UNDER A SERVICE SCHEDULE (INCLUDING LOST PROFITS, ANTICIPATED OR LOST REVENUE, LOSS OF DATA, 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 EVEN IF NETVOICE HAS BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES. NETVOICE US NOT LIABLE FOR, AND CUSTOMER SHALL BE LIABLE FOR, (I) THE USE OF THE SERVICES PROVIDED BY NETVOICE IN COMBINATION WITH SERVICES, PRODUCTS OR EQUIPMENT PROVIDED BY THE CUSTOMER OR ANY THIRD PARTIES, (II) THE FAILURE BY THE CUSTOMER TO PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT, (III) CUSTOMER'S OR ANY OF ITS END USER'S USE OF THE SERVICES OR TRANSMISSION OF THE CONTENT (AS DEFINED IN SECTION 10), OR (IV) CLAIMS AGAINST NETVOICE BY CUSTOMER'S END USERS IN CONNECTION WITH THE SERVICES .

(c) FUNDAMENTAL BREACH: SECTIONS 7 AND 8 OF THIS AGREEMENT SHALL APPLY EVEN IF THERE IS A BREACH OF CONDITION, A BREACH OF AN ESSENTIAL OR FUNDAMENTAL TERM, OR A FUNDAMENTAL BREACH OF THIS AGREEMENT.

(d) UNLIMITED LIABILITY: NETVOICE'S LIABILITY FOR DISCLOSURE OF CUSTOMER'S INFORMATION CONTRARY TO SECTION 9 IS UNLIMITED.

(e) LIMITATIONS FAIR AND REASONABLE: CUSTOMER AGREES THAT THE LIMITATIONS OF LIABILITY SET OUT IN THIS SECTION ARE FAIR AND REASONABLE IN THE COMMERCIAL CIRCUMSTANCES OF THIS AGREEMENT AND THAT NETVOICE WOULD NOT HAVE ENTERED INTO THIS AGREEMENT BUT FOR THE CUSTOMER'S AGREEMENT TO LIMIT NETVOICE'S AND THE NETVOICE PROVIDERS' LIABILITY IN THE MANNER, AND TO THE EXTENT, PROVIDED FOR IN THIS SECTION.

9. CONFIDENTIAL INFORMATION

(a) Definition: "netVOICE Confidential Information" means any data, documentation or other information of a proprietary nature of netVOICE, whether or not identified as being confidential or proprietary, which is disclosed or made available to Customer in connection with the negotiation, preparation or performance of the obligations under these terms and conditions and the design, installation, delivery or implementation of the Services, including pricing information, service levels and network design specifications. netVOICE Confidential Information excludes any data, documentation or other information which is (i) in the public domain, (ii) known to the Customer prior to receipt thereof from netVOICE, or (iii) available to the Customer on a non-confidential basis from a source other than netVOICE, if that source or its source is not in breach of any obligations of confidentiality to netVOICE.

(b) Customer Obligation: Customer agrees to take such care to protect the confidentiality of the netVOICE Confidential Information as would be taken by a reasonable party to protect its own confidential information from disclosure and, except as required by law or to carry out its obligations or receive the Services under these terms and conditions, Customer agrees not to use or disclose the netVOICE Confidential Information without netVOICE's prior written consent.

(c) netVOICE Obligation: Unless Customer provides express consent or disclosure is pursuant to a legal power, all information kept by netVOICE regarding the Customer, other than the Customer's name, address and listed telephone number, is confidential and may not be disclosed by netVOICE to anyone other than:

(i) the Customer;

(ii) a person who, in the reasonable judgement of netVOICE, is seeking the information as an agent of the Customer;

(iii) another telephone company, provided the information is required for the efficient and cost-effective provision of telephone service and disclosure is made on a confidential basis with the information to be used only for that purpose;

(iv) a company involved in supplying the Customer with telephone or telephone directory related services, provided the information is required for that purpose and disclosure is made on a confidential basis with the information to be used only for that purpose;

(v) an agent retained by netVOICE to evaluate the Customer's creditworthiness or to collect the Customer's account, provided the information is required for and is to be used only for, that purpose; or

(vi) a public authority or agent of a public authority, if in the reasonable judgement of netVOICE, it appears that there is imminent danger to life or property which could be avoided or minimized by disclosure of the information.

(d) Express Consent: Express consent to disclose information kept by netVOICE regarding the Customer may be taken to be given by the Customer where the Customer provides:

(i) written consent;

(ii) oral confirmation by an independent third party;

(iii) electronic confirmation through the use of a toll-free number; or

(iv) electronic confirmation via the Internet.

(e) Written Consent: In accordance with Section 9(d) above, Customer consents to netVOICE

(i) disclosing Customer's information to netVOICE's affiliates for the purpose of identifying Customer's communications needs and to provide Customer with relevant information, advice, and solutions;

(ii) disclosing Customer information to the CRTC as required for the CRTC to approve any filings related to the Services; (iii) disclosing

Customer information as provided in Section 10; and (iv) disclosing the Customer's name and the particulars of these terms and conditions in public announcements or documents and marketing and promotional materials ("Public Releases"). Customer also agrees to provide netVOICE with testimonials at netVOICE's request for use in Public Releases.

10. CONTENT

Customer acknowledges that netVOICE does not own or have any control over the content, availability, accuracy or any other aspect of any information, data, files, pictures or content in any form or any type (collectively, the "Content") accessible or that may be available to or by the Customer or its End Users through the use of the Services. netVOICE does not monitor the use of the Services by the Customer or its end users, unless monitoring is provided as part of a Service and explicitly set out in a Service Schedule, and has no control over the Customer's or its End Users' use of the Services. However, netVOICE will be entitled to electronically monitor the Services from time to time and disclose any information that is necessary to satisfy any law, regulation or lawful request or as necessary to operate the Services or to protect the rights or property of itself or others that are directly related to providing the Services.

11. FORCE MAJEURE

If there is a default or delay in a party's performance of its obligations under these terms and conditions (except for the obligation to pay Fees), and the default or delay is caused by circumstances beyond the reasonable control of that party including fire, flood, earthquake, elements of nature, acts of God, explosion, power failure, war, terrorism, revolution, civil commotion, acts of public enemies, law, order, regulation, ordinance or requirement of any government or its representative or legal body having jurisdiction, or labour unrest such as strikes, slowdowns, picketing or boycotts, then that party shall not be liable for that default or delay, and shall be excused from further performance of the affected obligations on a day-by-day basis, if that party uses commercially reasonable efforts to expeditiously remove the causes of such default or delay in its performance.

12. GENERAL PROVISIONS

(a) Performance of Obligations: netVOICE may perform its obligations under these terms and conditions through its affiliates, agents, suppliers or subcontractors (the "netVOICE Providers"), but netVOICE shall not be relieved of its obligations by using the netVOICE Providers.

(b) Entire Agreement; Amendment: These Terms and Conditions and the applicable the Schedules of Services, if any, is the entire agreement between the Customer and netVOICE with respect to the subject matter, and supersedes all prior agreements, understandings, commitments, undertakings, representations, negotiations and discussions on the subject matter, whether written or oral. There are no conditions, agreements, representations, warranties or other provisions, express or implied (including through course of dealing), collateral or otherwise, relating to the subject matter of these terms and conditions, which induced either party to enter into these terms and conditions or on which either party places any reliance, other than those set forth in these terms and conditions. If the Customer issues a purchase order or other document for the Services, it will be considered to be for the Customer's internal use only and any provisions contained in it shall not amend or be used to interpret these terms and conditions. These terms and conditions shall not be amended other than by an instrument in writing signed by both parties.

(c) Enurement: This Agreement shall bind and enure to the benefit of netVOICE and the Customer and their respective successors and permitted assigns.

(d) Assignment: Neither party may assign these terms and conditions without the prior written consent of the other party, not to be unreasonably withheld. However, without the other party's consent a party may assign these terms and conditions to a present or future affiliate of that party, but an assignment by Customer shall be contingent upon netVOICE determining the Customer's affiliate to be creditworthy and in compliance with any eligibility criteria for the Services. netVOICE may also assign any receivable that arises under these terms and conditions, any right to receive payment related to that receivable and any interest in that receivable or right to receive payment.

(e) Governing Law: This Agreement shall be governed by and interpreted according to the laws in force in the Province where the Customer's place of business set out above is situated, and the laws of Canada that apply in that Province. If that place of business is not in the Provinces of Alberta or British Columbia, then these terms and conditions shall be governed by and interpreted according to the laws in force in the Province of Alberta and the laws of Canada that apply to Alberta. The parties attorn to the exclusive jurisdiction of the courts of the applicable Province in respect of all matters arising out of or in connection with these terms and conditions except CRTC regulatory matters. For CRTC regulatory matters the parties attorn to the jurisdiction of the federal courts or tribunals of Canada.

(f) Interpretation: In these terms and conditions, the headings are for convenience of reference only and shall not affect its construction or interpretation. If there is any conflict between the terms of the main body of these terms and conditions and the Service Schedules, the terms of the main body of the Agreement shall govern unless otherwise expressly provided in writing in a Service Schedule.

(g) Currency: Unless otherwise specified in a Service Schedule, all dollar amounts referred to in these terms and conditions are expressed in Canadian dollars.

(h) Waivers: No waiver of any provision of these terms and conditions shall bind a party unless consented to in writing by that party. No waiver of any provision of these terms and conditions shall be a waiver of any other provisions, nor shall any waiver be a continuing waiver, unless otherwise expressly provided in the waiver.

(i) Notice: All notices provided for shall be given in writing and delivered by personal delivery, prepaid first class registered or certified mail or by facsimile. Notices delivered by facsimile shall be considered to have been received upon the sender obtaining a bona fide confirmation of such delivery. The address for notice shall be (i) for the Customer, the address to which netVOICE sends the Customer's invoices; and (ii) for netVOICE, to the business address and attention of the netVOICE sales representative for the Customer. Customer shall notify netVOICE of a change in its billing address and any change in its corporate name or any business or trade name used in connection with the Services.

(j) Severability: If any provision of these terms and conditions is found by a court of competent jurisdiction to be invalid, illegal or unenforceable, the other provisions of these terms and conditions shall not be affected or impaired, and the offending provision shall automatically be modified to the least extent necessary in order to be valid, legal and enforceable.

(k) Survival: The following Sections of these terms and conditions shall survive termination or expiration of a Service Schedule or these terms and conditions: Sections 2 (Fees), 4(c) (Termination -- Charges Payable), 5 (netVOICE Property), 6 (Customer Obligations), 7 (Service Obligations), 8 (Limitation of Liability), 9 (Confidential Information), and this Section 12(k).

(l) Counterparts: This Agreement may be signed in one or more counterparts, each of which shall be considered an original and all of which, taken together, shall constitute one and the same instrument.

(m) Language: The parties have requested that these terms and conditions and all correspondence and all documentation relating to these terms and conditions be written in the English language. Les parties aux présentes ont exigé que la présente entente, de même que toute la correspondance et la documentation relative à cette entente, soient rédigées en langue anglaise.