TERMS OF SERVICE

These terms of service (TOS) are entered into between VisionVoIP Communications Inc. (visionvoip.com,
VisionVoIP, we, us, or our) and the entity purchasing or using our services provided by or through
visionvoip.com website and/or through our telephony and/or database and/or other servers. We agree to
be bound by this TOS when we process your payment information. This TOS contains provisions that you
are required to apply to your customers (End Users). It is your responsibility to ensure that these
provisions are included in contracts and other agreements with your End Users. You are responsible for
your End Users under this TOS.

1. Services we provide to you

The features and details of the Services governed by this TOS are described on the schedule set out at
"visionvoip.com" for the category of Services you selected ("Product Description Page"). In case there is a
Service Schedule mutually agreed upon and signed by you and VisionVoIP, paragraphs of the Service
Schedule will be added to this TOS and will take precedence over similar paragraphs, if any, of Product
Description Page. Throughout this TOS, the aspects of the category of Services provided to you by
VisionVoIP, as set out on the Product Description Page or Service Schedule, are referred to together as
the "Service."

VisionVoIP provides the Service to you based on the description of it on the Product Description Page OR
if applicable, in the Service Schedule, as of the Effective Date. Should the Product Description page
change, VisionVoIP has no obligation to modify the service to reflect such a change. Should the Service
Schedule has to change, VisionVoIP will notify you minimum 10 days in advance of such changes, and
will require in a new Service Schedule to be signed between you and VisionVoIP.
Certain aspects of the Service may be provided by third parties. These third parties may have reserved
the right to make changes, including material changes, to the products provided by them and
incorporated into the Service. If a third party makes a change to its products, you may not terminate this
TOS based on such a change, even if it materially affects the Service.

2. Contact Information

You are required to provide us with accurate information when setting up your account, during the course
of our relationship, and when corresponding with us. On occasion, we may need to communicate with you
by e-mail about the Service. You agree to maintain a working e-mail address that is monitored daily. We
have no responsibility, or liability, for interruptions in the Service, or damages of any sort, based on
communications that are misdirected as a result of your failure to provide us with updated contact
information.

The entity set out in our records is considered by us to be our customer unless you are a reseller or have
hosted your business and/or customers with us and have a Service Schedule with us, in which case it is
your obligation to ensure that our records accurately reflect ownership and control of the Service.

3. Term

The "Effective Date" of this TOS will be the day on which you initially provide the contact information set
out above.

This TOS will begin on the Effective Date and continue for the term set out on the Product Description
Page (Initial Term) or Service Schedule. After the expiration of the Initial Term, this TOS will renew for
successive periods of equal length (Renewal Term). If the Product Description Page or Service Schedule
does not contain an Initial Term, the Initial Term shall be one month.

4. Payment

You are responsible for the fees and charges set out on the Product Description Page (Fees) OR if
applicable, the Service Schedule. You may be charged 7 days prior to the date set out on the Product
Description Page (Due Date).

Our obligation to provide the Service is contingent on your payment of the Fees by the Due Date. You
must pay the Fees without set off or deduction. It is your responsibility to ensure that we receive payment
of the Fees. Should the Service be suspended, for any reason, Fees will continue to accrue. Fees are not
refundable for any reason.

If the Fees are not paid by your financial institution on the Due Date, your account will be considered
delinquent. To reinstate your account, you will be required to pay, depending on the reason for the
delinquency: (i) a returned check fee in the amount of $50; (ii) penalty in the amount of 2.0% per month,
or the maximum amount allowed by law; (iii) collection charges; (iv) any fees levied on us by our financial
institution; and/or (v) an investigation fee of $200.

5. Bill disputes

If you believe there is an error on your bill you must contact us in writing. We each agree to work together
in good faith to resolve any billing disputes. Your dispute must include sufficient facts for us to investigate
your claims and be received by us at least 5 days prior to the Due Date (Dispute Deadline). You waive
your right to dispute any charges or Fees if you fail to meet Dispute Deadline. If we find that your claim is
valid, we agree to credit the account that is the subject of the dispute on your next bill. If you contact your
credit card company, prior to notifying us of the dispute, and initiate a "charge back" based on this
dispute, and your charge back claim is past the Dispute Deadline, you will be charged a $200
investigation fee. This fee compensates us for the investigation your credit card issuer requires us to
conduct in order to demonstrate our right to payment.

6. Termination
6.1. Termination for Convenience

Either party may terminate the Service by providing written notice to the other no later than 30 days
before the expiration of the Initial Term or Renewal Term for that particular Service.

6.2. Termination for material breach

One party may terminate this TOS upon the occurrence of a material breach, if this breach has not been
cured by the other party within 7 days of their receipt of written notice of the breach. A material breach
shall be determined from the perspective of a reasonable business person with significant experience
conducting business on the Internet. Notices of material breach must contain sufficient detail for the party
against whom the assertion of material breach is directed to identify the breach and attempt to take
corrective action. Third Party Services may be part of the Service. A decision to cease offering Third Party
Services will not be a material breach.

6.3. Termination for your violation of our policies

VisionVoIP reserves the right to immediately suspend the Service and/or terminate this TOS: (i) for a
violation of any of our policies, including those incorporated by reference; and/or (ii) your failure to pay
any amounts due. This right of termination is without prejudice to any other rights we may have. You are
not entitled to any type of notice or protest should we exercise these rights, nor will you receive a refund
of any Fees.

6.4. Bankruptcy and Other Causes

VisionVoIP may immediately discontinue or suspend its Service to you if you file a bankruptcy or
reorganization or fail to discharge an involuntary petition within thirty days after such filing or if otherwise
you become insolvent. In any of the above scenarios VisionVoIP may immediately contact your End
Users to directly sell them VisionVoIP’s Service,

6.5 Termination Charges

In the event that you terminate the service in breach of the terms of this TOS prior to the end of the term,
VisionVoIP will be entitled to all remedies available to VisionVoIP at law, in equity or pursuant to this
TOS.

7. Use of the Services

A. Your use of the Services must be reasonable. You may not place excessive burdens on our CPUs,
servers or other resources. You agree that we may place restrictions on your use of the Service, and
charge you excess bandwidth fees, to the extent that they exceed the use of the Service of similarly
situated customers. You understand that bandwidth, connection speeds and other similar indices of
capacity are maximum numbers. Consistently reaching these capacity numbers may result our need to
place restrictions on your use of the Service.

B. Our Service may only be used for lawful purposes. You and if applicable your End Users are expressly
prohibited from using our Service to transmit any unlawful, harmful, threatening, abusive, libelous, vulgar,
obscene, profane, hateful, or otherwise objectionable information of any kind, including, but not limited to,
encouraging conduct that would constitute a criminal offense, infringe third party rights, give rise to civil
liability or otherwise violate any local, state, provincial, territorial, national or other law. Applicant may not
use the Services to upload, post, reproduce or distribute, in any way, any information, software or other
material protected by copyright or any other intellectual property right without first obtaining the
permission of such right holder.

C. You agree to comply with all applicable laws, regulations, or conventions including those related to
data privacy, international communications, and exportation of technical or personal data.

8. Licenses and Intellectual Property
8.1. License from VisionVoIP to you

VisionVoIP grants to you a non-exclusive, non-transferable, worldwide, royalty free license to use
technology provided by VisionVoIP solely to access and use the Service. This license terminates on the
expiration or termination of this TOS. Except for the license rights set out above, this license does not
grant any additional rights to you. All right, title and interest in VisionVoIP's technology shall remain with
VisionVoIP or VisionVoIP's licensors. You are not permitted to circumvent any devices designed to
protect VisionVoIP's, or its licensor's, ownership interests in the technology provided to you. In addition,
you may not reverse engineer this technology.
Any license provided to you, is provided with "RESTRICTED RIGHTS" applicable to private and public
licensees. These rights include, but are not limited to, restrictions on use, duplication, or disclosure

8.2. Licenses from you to VisionVoIP

We may use information you provide to us for technical support, implementation, operation or
administration of the Service (Operational Information). Operational Information, as well as aggregate
information gleaned from the operation of our business in general, will be used to improve, or create new
products and services. We shall be the exclusive owners of the resulting intellectual property. You waive
any rights you may have in this intellectual property, and assign all right, title and interest in it to us and
agree to cooperate with us to secure our rights.

You grant VisionVoIP, and any third parties used by VisionVoIP to provide the Service, a non-exclusive,
non-transferable, worldwide, royalty free license to use, disseminate, transmit and cache content,
technology and information provided by you and, if applicable, End Users, in conjunction with the Service.
This license terminates on the expiration or termination of this TOS. All right, title and interest in your
technology shall remain with you, your End Users, or your licensors.

9. Representations and Warranties
9.1. Reciprocal

We each warrant to the other that: (i) we have the power, authority and legal right to enter into this TOS;
and (ii) we have the power, authority and legal right to perform our obligations under this TOS and all
incorporated provisions.

9.2. Your Representations and Warranty

You represent and warrant to VisionVoIP that: (i) you have the experience and knowledge necessary to
use the Service; (ii) you understand and appreciate the risks inherent to you, your business and your
person, that come from accessing the Internet and using of the VoIP technology; (iii) you will provide us
with material that may be implemented by us to provide the Service without extra effort on our part; (iv)
you have sufficient knowledge about administering, designing and operating the functions facilitated by
the Service to take advantage of the Service; (v) that you understand that you may not be able to access
location based services, such as "911" emergency calls, using the Service; (vi) that in entering into this
TOS, and performing the obligations set out in it, you will not violate any applicable laws and regulations;
(vii) that you will make back up copies of your data even if you purchase "back up" services from
VisionVoIP; and/or (viii) that you will pass through the terms of our Acceptable Use Policy to End Users.
You expressly warrant that you own the entire right, title and interest to, or have an appropriate license to
use, all materials provided to VisionVoIP, or which may be accessed or transmitted using the Service.
You also warrant that to the extent you do business with other parties using the Service, that they have
the same ownership interests in the materials provided to you, or accessed via you, that are set out in this
paragraph.

10. Disclaimers

THE SERVICE IS PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. VISIONVOIP MAKES NO
EXPRESS OR IMPLIED WARRANTIES AS TO THE DESCRIPTION, QUALITY, MERCHANTABILITY,
COMPLETENESS OR FITNESS FOR ANY PURPOSE OF THE GOODS OR SERVICES PROVIDED.
VISIONVOIP EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT
NOT LIMITED TO WARRANTIES OF MERCHANTABILITY AND OF FITNESS FOR A PARTICULAR
PURPOSE.

OTHER THAN AS EXPRESSLY SET OUT IN PARAGRAPH 9.1, VISIONVOIP HAS NOT, AND DOES
NOT, MAKE ANY WARRANTIES WHETHER EXPRESS OR IMPLIED. THIS DISCLAIMER INCLUDES,
BUT IS NOT LIMITED TO THE WARRANTIES OF NON-INFRINGEMENT, FITNESS FOR A
PARTICULAR PURPOSE, WARRANTIES OF MERCHANTABILITY AND TITLE. VISIONVOIP DOES
NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR
FREE FROM VIRUSES, BUGS OR OTHER HARMFUL COMPONENTS. VISIONVOIP IS NOT LIABLE,
AND EXPRESSLY DISCLAIMS ANY LIABILITY, FOR THE CONTENT OF ANY DATA TRANSFERRED
EITHER TO, OR FROM, YOU OR STORED BY YOU OR AN END USER VIA THE SERVICE
PROVIDED BY US. VISIONVOIP SPECIFICALLY DISCLAIMS ANY AND ALL WARRANTIES
REGARDING SERVICES PROVIDED BY THIRD PARTIES, REGARDLESS OF WHETHER THOSE
SERVICES APPEAR TO BE PROVIDED BY VISIONVOIP. NO WARRANTIES MADE BY THESE THIRD

PARTY ENTITIES TO VISIONVOIP SHALL BE PASSED THROUGH TO YOU, NOR SHALL YOU CLAIM
TO BE A THIRD PARTY BENEFICIARY OF SUCH WARRANTIES.
THIS WARRANTY DISCLAIMER EXTENDS TO ANY ORAL OR WRITTEN INFORMATION YOU MAY
HAVE RECEIVED FROM VISIONVOIP, ITS EMPLOYEES, THIRD-PARTY VENDORS, AGENTS OR
AFFILIATES. YOU MAY NOT RELY ON SUCH INFORMATION.
SOME STATES OF THE USA DO NOT ALLOW VISIONVOIP TO EXCLUDE CERTAIN WARRANTIES.
IF THIS APPLIES TO YOU, YOUR WARRANTY IS LIMITED TO 30 DAYS FROM THE EFFECTIVE
DATE FOR AN INDIVIDUAL SERVICE.

11. Limitation of Liability

You agree that VisionVoIP has no liability, whatsoever, for (i) unauthorized access to, or any corruption,
erasure, theft, destruction, alteration or inadvertent disclosure of, voice, data, information or content,
transmitted, received, or stored on our system; and/or (ii) your inability to access the publicly switched
telephone network.

VisionVoIP has no control of the content of the information passing through VisionVoIP servers.
VisionVoIP does not (i) represent or endorse the accuracy or reliability of any opinion, advice or
statement made through a VisionVoIP account, (ii) assume any liability for any harassing, offensive or
obscene material distributed through a VisionVoIP server, or (iii) assume any liability for any material
distributed through a VisionVoIP server which is distributed in violation of any third party's copyright or
other intellectual property right.

IN NO EVENT WILL VISIONVOIP'S LIABILITY HEREUNDER EXCEED THE AGGREGAGE FEES
ACTUALLY RECEIVED BY VISIONVOIP FROM YOU FOR THE 1 MONTH PERIOD IMMEDIATELY
PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY. FOR THE PURPOSES OF THIS
PARAGRAPH ONLY, THE TERM VISIONVOIP SHALL BE INTERPRETED TO INCLUDE VISIONVOIP'S
EMPLOYEES, AGENTS, OWNERS, DIRECTORS, OFFICERS, AFFILIATES, AND THIRD PARTIES
PROVIDING SERVICES TO YOU THROUGH VISIONVOIP.

YOU AGREE THAT, YOU WILL NOT UNDER ANY CIRCUMSTANCES INCLUDING, BUT NOT LIMITED
TO, NEGLIGENCE, HOLD VISIONVOIP OR ITS LICENSORS, AGENTS, EMPLOYEES, OFFICERS
AND/OR THIRD PARTY VENDORS, LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL,
CONSEQUENTIAL OR PUNITIVE DAMAGES THAT RESULT FROM THE USE OF OR INABILITY TO
USE THE SERVICES; OR THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS,
DELETION OF FILES, ERRORS, DEFECTS, DELAYS IN OPERATION OR TRANSMISSION, OR ANY
FAILURE OF PERFORMANCE OR WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, DAMAGES
FOR LOSS OF PROFITS, COST SAVINGS, REVENUE, BUSINESS, DATA OR USE, OR ANY OTHER
PECUNIARY LOSS BY YOU, ANY OF YOUR END USERS OR ANY OTHER THIRD PARTY. YOU
AGREE THAT THE FOREGOING LIMITATIONS APPLY WHETHER IN AN ACTION IN CONTRACT OR
TORT OR ANY OTHER LEGAL THEORY AND APPLY EVEN IF VISIONVOIP HAS BEEN ADVISED OF
THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION
OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES; YOU AGREE
THAT IN THOSE JURISDICTIONS VISIONVOIP'S LIABILITY WILL BE LIMITED TO THE EXTENT
PERMITTED BY LAW.

12. Indemnification

You agree to indemnify, defend and hold harmless VisionVoIP and its affiliated companies, third party
service providers and each of their respective officers, directors, employees, shareholders and agents
(each an "indemnified party" and, collectively, "indemnified parties") from and against any and all claims,
damages, losses, liabilities, suits, actions, demands, proceedings (whether legal or administrative), and
expenses (including, but not limited to, reasonable attorney's fees) threatened, asserted, or filed by a third
party against any of the indemnified parties arising out of or relating to (i) your use of the Service; (ii) any
violation by you of any of VisionVoIP's policies; (iii) any breach of any of your representations, warranties
or covenants contained in this TOS; and/or (iv) any acts or omissions by you. The terms of this section
shall survive any termination of this Agreement. For the purpose of this paragraph only, the term "you" as
set out in subparagraphs (i) through (iv) include you, End User, visitors to your web pages, and users of
your products or services, the use of which is facilitated by us.

VisionVoIP shall indemnify and hold you harmless from, and at its own expense agrees to defend, or at
its option to settle, any claim, suit or proceeding brought or threatened against you so far as it is based on
a claim that the Service infringes any issued patent. This indemnification provision is expressly limited to
the Service which is fully owned by VisionVoIP. It does not extend to products or services provided by
third parties even if incorporated into the Service. If set out in its agreements with third-party suppliers,
VisionVoIP shall flow down similar intellectual property indemnification provisions to you. This paragraph
will be conditioned on your notifying VisionVoIP promptly in writing of the claim and giving VisionVoIP full
authority, information, and assistance for the defense and settlement of that claim. You shall have the
right to participate in the defense of the claim at your expense. If such claim has occurred, or in
VisionVoIP opinion is likely to occur, you agree to permit VisionVoIP, at its option and expense, either to:
(i) procure for you the right to continue using the Service; (ii) replace an individual component of the
Service with a product or service, regardless of manufacturer, performing the same or similar function as
the infringing aspect of the Service, or modify the same so that it becomes non-infringing; or (iii) if neither
of the foregoing alternatives is reasonably available, immediately terminate VisionVoIP's obligations (and
your rights) under this TOS with regard to such Service and refund to you the price originally paid by you
to VisionVoIP for the Service, or the Fee actually received by VisionVoIP from you for the 1 month period
immediately preceding the occurrence of the event on which the indemnification claim is based.

13. General Provisions
13.1. Notices

Notices will be sent to you at the address you provide to us. It is your obligation to ensure that we have
the most current address for you in our records
Please refer to our website, VisionVoIP, for contact information for most issues, including support and
billing. Notices regarding this TOS and other VisionVoIP policies should be directed to our mailing
address. If you don’t have our mailing address, email to mail@visionvoip.com to inquire about it.

13.2. Force Majure

Except for the obligation to pay the Fees, neither party shall be liable for any delay or failure in
performance due to events outside the defaulting party's reasonable control, including without limitation
acts of nature, earthquake, labor disputes, shortages of supplies, riots, war, fire, epidemics, failures of
telecommunication carriers, delays of common carriers, or other circumstances beyond its reasonable
control. The obligations and rights of the excused party shall be extended on a day-to-day basis for the
time period equal to the period of the excusable delay. The party affected by the such an occurrence shall
notify the other party as soon as possible, but in no event less than ten days from the beginning of the
event.

13.3. No Waiver.

No waiver of rights under this TOS, or any VisionVoIP policy, or agreement between you and VisionVoIP
shall constitute a subsequent waiver of this or any other right under this TOS.

13.4. Assignment

This TOS may be assigned by VisionVoIP. It may not be assigned by you. This TOS shall bind and inure
to the benefit of the corporate successors and permitted assigns of the parties.

13.5. Severability

In the event that any of the terms of this TOS become or are declared to be illegal or otherwise
unenforceable by any court of competent jurisdiction, such term(s) shall be null and void and shall be
deemed deleted from this TOS. All remaining terms of this TOS shall remain in full force and effect.

13.6. Communication

All communication between you and VisionVoIP will take place in a professional manner. No party will
communicate in a way which could be taken as unlawful, harmful, threatening, abusive, libelous, vulgar,
obscene, profane, hateful, or otherwise objectionable.

13.7. Attorney’s Fees

In the event that any party must resort to legal action in order to enforce the provisions of this TOS or to
defend such action, the prevailing party will be entitled to receive reimbursement from the non-prevailing
party for all reasonable attorney’s fees and all other costs incurred in commencing such action, or in
enforcing this TOS, including but not limited to post judgment costs.

13.9. Governing Law

This TOS will be governed by and constructed in accordance with the laws of the Province of Ontario.
The venue for any legal proceedings under this TOS will be in the appropriate forum in the City of
Toronto.

13.9. No Agency

This TOS does not create any agency, partnership, joint venture, or franchise relationship. Neither party
has the right or authority to, and shall not, assume or create any obligation of any nature whatsoever on
behalf of the other party or bind the other party in any respect whatsoever.

13.10. Survival

The following paragraphs shall survive the expiration or termination of this TOS: 1, 5, 10, 11, 12, 13.1

14. Amendments

VisionVoIP may at its sole discretion make amendments including addition or deletions to any paragraph
of this TOS without any liability. VisionVoIP will provide you 30 days notice of any such amendments.