terms of service

Introduction

To become a service subscriber unless you have accepted these terms and conditions and you are of legal age to enter into a contract. Upon acceptance, these terms and conditions constitute a legal agreement that detail your rights and obligations as the subscriber to the services provided by Tagline Communications Inc. They provide very important information about your subscription, so you should take time to read and understand them. If you have any questions about the terms and conditions, or about your rights and obligations as a subscriber, please contact us.

Acceptance of terms and conditions

If you are subscribing through the internet, you must indicate your acceptance of these terms and conditions in order to complete the subscription process. If you are subscribing by telephone, you will receive a copy of these terms and conditions by mail and will be deemed to have accepted them unless you cancel your subscription within 7 calendar days of receipt of the terms and conditions.

In consideration of Tagline Communications Inc. (the "Company") accepting your subscription for the services, you (the "Subscriber") agree to be bound by the following terms and conditions (referred to herein as "Terms of Service" or the "Agreement"):

The service

The service (the "Service"), depending on the type of subscription, is an internet based unified communication service ("tagline”) and real time message monitor and personal content delivery system ("Tagline Console"). Depending on the type of subscription, the Service handles the Subscriber's email, voice mail, fax and conference calling and allows the Subscriber to access, compose and manage messages via the telephone or the internet.

Subscription

Subscriber agrees to provide true, current, accurate and complete information as prompted by the subscription form and/or customer service representative and to maintain and update this information as required to keep it current, complete and accurate. If any information provided by the Subscriber is inaccurate, not current or incomplete, the Company retains the right to suspend or terminate the Service and the Subscriber's account.

Subscriber acknowledges that he or she is solely responsible for maintaining the confidentiality of his or her account and login password. Subscriber is responsible for all uses of Subscriber's account, whether or not authorized by Subscriber.

Confidentiality of subscriber information

Unless Subscriber consents in writing or disclosure is made pursuant to a legal power, all information kept by the Company regarding the Subscriber, including the phone numbers contained within the Subscriber's account or message box, are confidential and may not be disclosed by the Company to anyone other than:

1. the Subscriber;
2. a person, who in the reasonable judgment of the Company is seeking the information as an agent of the Subscriber;
3. an agent retained by the Company to collect outstanding balances owed to the Company by the Subscriber;
4. a law enforcement agency if the Company has reasonable grounds to believe that the Subscriber or anyone using the Subscriber's service has knowingly supplied the Company with false or misleading information or is involved in unlawful activities; or
5. to comply with valid legal process such as a search warrant, subpoena or Court Order.

Use of service

Subscriber shall use the Service only as generally intended by the Company and only in compliance with rules published by the Company from time to time. Subscriber shall not resell the Service. Subscriber shall not use the Service for unsolicited advertising or unsolicited messaging. Subscriber shall not use the Service in any manner, which is annoying or dangerous to others or interferes with the use of the Service by others.

Subscriber acknowledges that the Service acts simply as a passive conduit for the distribution and transmission of data. Subscriber shall be solely responsible for the content of his or her transmissions through the Service. Subscriber shall comply with all applicable local, provincial, state, federal and international laws and regulations in using the Service. SUBSCRIBER RESTRICTS USAGE TO U.S. AND CANADA ONLY.

Subscriber acknowledges that the Company may establish general practices and limits concerning use of the Service, including but not limited to, the maximum number of days that messages will be retained, (b) number of messages that may be sent from or received by an account on the Service, (c) disk space that will be allotted on servers with respect to the Subscriber, and (d) number of times (and duration for which) Subscriber may access the Service, in a given period of time. The Subscriber acknowledges that the Service is a combination of utilities that includes but is not limited to voice calling, voicemail, voice messaging, email, fax, conference calling and interactive broadcast consumer messaging and agrees that reasonable usage would constitute a mixture of most or all of the utilities. Any usage pattern that does not constitute reasonable usage may result in the Company terminating the Service and the Subscriber's account and/or imposing additional fees, at the Company's highest published rate, during such period of unreasonable usage, to recover the Company's costs. Examples of unreasonable usage include, but are not restricted to, use in the capacity of a call center or forwarding number.

The Company reserves the right to log off accounts that are inactive for an extended period of time.

Any dealings with sponsors on the Service and in promotions, including the delivery and payment of goods and services, and any terms, conditions, warranties or representations associated with such dealings or promotions, are solely between the Subscriber and the sponsor or other third party dealer or promoter. The Company shall not be responsible or liable for such dealings or promotions or any part thereof.

Service fees and charges

The basic account fees and usage charges ("Service Fees") shall be provided at the rates set out in the Company's pricing plan at the time of subscription, plus applicable taxes. The Company may from time to time increase the Service Fees upon providing the Subscriber with 30 days notice. The Subscriber may terminate the Service within 7 calendar days of receipt of such notice, failing which the Subscriber shall be deemed to have accepted the rate increase. In the event of termination by the Subscriber, the Company will not be required to refund the balance of the monthly fee for the then current billing cycle.

The Company shall have the right upon 24 hours notice to the Subscriber, to impose premium surcharges for some areas of the Service. The Subscriber may terminate the Service within 24 hours of receipt of such notice, failing which to the Subscriber shall be deemed to have accepted the premium surcharge. In the event of termination by the Subscriber, the Company will not be required to refund the balance of the monthly fee for the then current billing cycle.

Billing

Service Fees shall be paid through Master Card, Visa or debit cards with the Visa/Master Card logo or alternate methods of payment that the company may offer from time to time. Billing may be made through a third party (ie. the Subscriber's employer) where authorized in writing by the third party. In such an event, for the purpose of this section (Billing) the Subscriber shall mean such third party.

The Subscriber shall pay their basic account fees either monthly or annually in advance.

1. If monthly in advance, the basic account fees will be debited to the Subscriber's credit or debit card on the date that the account was created, and thereafter on the Subscriber's regular billing date (being a date specified by the Company) and on the same day of each month thereafter; provided that the Subscriber will be credited on the first regular billing date, on a pro rata basis, for basic account fees applicable to the period commencing on the first regular billing date and ending 30/31 days after the account was created; or
2. If annually in advance, the basic account fees will be debited to the Subscriber's credit, debit card or or alternate methods of payment that the company may offer from time to time upon the date that the account was created, and thereafter on the Subscriber's regular billing date (being a date specified by the Company) and on the same day of each year thereafter; provided that the Subscriber will be credited on the first regular billing date, on a pro rata basis, for basic account fees applicable to the period commencing on the first regular billing date and ending 30/31 days after the account was created.

The usage charges incurred during the month will be debited to the Subscriber's credit or debit card on the Subscriber's billing date, or on the date that excess usage charges exceed $100, whichever occurs first, and may be altered by the company from time to time. The Company will notify the Subscriber by e-mail or facsimile of the account fees and usage charges incurred each month.

If for any reason payment is not effected through the Subscriber's credit or debit card and payment becomes past due, the Company will assess a late payment charge of 1.5% per month, or 18% annually (or the highest amount allowed by law, whichever is lower) on the amount due. The total amount of the late payment, and the late charge, shall be due and payable immediately. Subscriber is responsible for any fees, including attorney and collection fees that the Company may incur in its efforts to collect any Service Fees, surcharges and late payment charges owing from the Subscriber.

The Company reserves the right to change the billing process upon providing the Subscriber with 30 days notice in writing.

Term and termination

The term of the subscription shall be 30 days and shall continue thereafter on a month to month basis until terminated. The subscription can be terminated upon receipt of 30 days written notice by either party in accordance with these Terms of Service.

The Company shall have the right to terminate the Service:

1. immediately upon a material default by the Subscriber of the Terms of Service. By way of example and not limitation, the use of the Service for unsolicited advertising or messaging shall constitute a material default by the Subscriber; or
2. at any time upon 30 days notice in writing to the Subscriber.

The Subscriber shall have the right to terminate the Service immediately upon a material default by the Company of the Terms of Service. Such termination shall be effective upon receipt of notice by the Company or at any time upon 30 days notice in writing to the Company.

Notice of termination may be given to the Company by faxing the Customer Service Department at 1-866-824-4321, by sending Subscriber's notice of termination request by E-mail to service@tagline.cc, or by mail to: Tagline Communications Inc., Customer Support Services, 820-750 West Pender Street Vancouver, British Columbia, V6C 2T8, or such other address or number as the Company shall advise from time to time.

If for any reason the subscription is terminated by the Subscriber or the Company, the Subscriber shall pay all Service Fees, surcharges and late payment charges, if any, until the effective date of termination and the Company shall be authorized to debit the Subscriber's credit card, debit card or alternate form of approved payment for same; provided that if the Subscriber prepaid Service Fees on an annual basis, the Company will refund the Service Fees on a pro rata basis from the effective date of such termination to the end of the then current billing period. Where billing is made through a third party (ie. the Subscriber's employer), for the purpose of this section (Term and Termination), the Subscriber shall mean the third party.

Disclaimer of warranties

THE SUBSCRIBER EXPRESSLY AGREES THAT THE USE OF THE SERVICE IS AT THE SUBSCRIBER'S SOLE RISK. THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. SAVE AND EXCEPT AS SET OUT HEREIN, THERE ARE NO (AND THE COMPANY EXPRESSLY DISCLAIMS) WARRANTIES, REPRESENTATIONS, CONDITIONS OR GUARANTEES OF ANY KIND WHATSOEVER, EITHER EXPRESS OR IMPLIED WHETHER ARISING BY STATUTE, CONTRACT, TORT, PRODUCT LIABILITY OR OTHERWISE, REGARDING THE SERVICE, INCLUDING, BUT NOT LIMITED TO THOSE REGARDING NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, CORRESPONDENCE TO SAMPLE, TITLE, SPECIFICATIONS, DESIGN, CONDITION OR QUALITY.

WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE COMPANY MAKES NO REPRESENTATION, WARRANTY OR GUARANTEE (A) THAT THE SERVICE WILL MEET THE SUBSCRIBER'S REQUIREMENTS; (B) THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR FREE; (C) AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE; (D) AS TO THE ACCURACY OR RELIABILITY OF ANY COMMUNICATIONS OR TRANSMISSIONS; (E) AS TO THE ACCURACY OF ANY TRANSLATION OR ALTERATION OF SUBSCRIBER'S TRANSMISSION OR DATA; (F) AS TO THE ACCURACY OF ANY INFORMATION OBTAINED THROUGH THE SERVICE; (G) THAT DEFECTS IN THE SOFTWARE SUPPORTING THE SERVICE WILL BE CORRECTED; (H) THAT THE DOWNLOADING OF MATERIAL AND/OR DATA THROUGH THE SERVICE WILL NOT DAMAGE A COMPUTER SYSTEM OR RESULT IN A LOSS OF MATERIAL OR DATA; (I) THAT THE SYSTEM WILL SAVE AND STORE MESSAGES AND OTHER COMMUNICATIONS AND MAINTAIN THE CONTENTS OF THE SUBSCRIBER'S ACCOUNT OR MESSAGE BOX; OR (J) REGARDING ANY GOODS OR SERVICES PURCHASED OR OBTAINED FROM THIRD PARTIES, OR PROMOTED, THROUGH THE SERVICE.

Exclusion of liability

IN NO EVENT WILL THE COMPANY, ITS DIRECTORS, OFFICERS, EMPLOYEES OR OTHER REPRESENTATIVES BE LIABLE TO THE SUBSCRIBER OR TO ANY OTHER PARTY FOR DAMAGES FOR LOSSES IN CONNECTION WITH THE SERVICE (INCLUDING WITHOUT LIMITATION THE ACTIVATION, PROVISION, INTERCONNECTION, AUTHORIZED OR UNAUTHORIZED USE, MAINTENANCE, INTERRUPTION, REPAIR, TERMINATION OR RESTORATION OF SERVICE) OR THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO DAMAGES FOR THE PROCUREMENT OF SUBSTITUTE SERVICE OR INCREASED COST OF OPERATIONS, LOST PROFITS, LOST SAVINGS, OR PUNITIVE, RELIANCE, INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES, EVEN IF CAUSED BY THE NEGLIGENCE OF THE COMPANY, ITS DIRECTORS, OFFICERS, EMPLOYEES OR OTHER REPRESENTATIVES, AND EVEN IF THE COMPANY HAS KNOWLEDGE OF THE POSSIBILITY OF SUCH POTENTIAL LOSS OR DAMAGE.

Monetary limit

IF, DESPITE THE FOREGOING LIMITATIONS, FOR ANY REASON THE COMPANY OR ITS DIRECTORS, OFFICERS, EMPLOYEES OR OTHER REPRESENTATIVES BECOME LIABLE TO THE SUBSCRIBER OR ANY OTHER PARTY IN CONNECTION WITH THE SERVICE (INCLUDING WITHOUT LIMITATION THE ACTIVATION, PROVISION, INTERCONNECTION, AUTHORIZED OR UNAUTHORIZED USE, MAINTENANCE, INTERRUPTION, REPAIR, TERMINATION, OR RESTORATION OF SERVICE) OR THIS AGREEMENT, THEN, THE AGGREGATE LIABILITY OF THE COMPANY AND ITS DIRECTORS, OFFICERS, EMPLOYEES AND OTHER REPRESENTATIVES FOR ALL DAMAGES, INJURY, COSTS, EXPENSES (INCLUDING ACTUAL LEGAL FEES AND COSTS CHARGED BY A LAWYER TO HIS OWN CLIENT) AND LIABILITY INCURRED BY THE SUBSCRIBER AND ALL OTHER PARTIES SHALL NOT EXCEED AN AMOUNT EQUAL TO IN THE CASE OF SERVICE SUBJECT TO USE CHARGES, THE INITIAL PERIOD CHARGE, AND IN THE CASE OF ALL OTHER SERVICE, THE CHARGES FOR AFFECTED SERVICE FOR THE PERIOD DURING WHICH THAT SERVICE WAS AFFECTED TO A MAXIMUM OF $150 PER OCCURRENCE, AND $150 IN THE AGGREGATE PER ANNUM (PAID IN THE CURRENCY IN WHICH SERVICE IS BILLED).

Separate enforceability

THE FOREGOING SECTIONS 24, 25, 26 AND 27 ARE TO BE CONSTRUED AS SEPARATE PROVISIONS AND EACH SHALL BE INDIVIDUALLY ENFORCEABLE.

Proprietary rights

The Subscriber acknowledges and agrees that the Service contains, embodies or is associated with intellectual property, being proprietary rights and interests in the nature of patents, copyrights, trade marks, goodwill, and the like that are owned by the Company and or by any third party whose intellectual property the Company is obliged to protect. The Subscriber covenants and agrees that he or she will not use or employ such intellectual property other that in connection with the use of the Service as permitted herein.

The Subscriber further acknowledges and agrees that content, including but not limited to text, software, music, sound, photographs, video, graphics and other material contained in sponsor advertisements or information presented to Subscriber through the Service or advertisers is protected by copyright, trademarks, service marks, patents and other proprietary rights and laws.

The Subscriber acknowledges and agrees that the Subscriber is not the owner of any telephone number assigned to the Subscriber by the Company. Ownership of any such phone number is vested solely in the Company. As such, the Company may, without liability therefore to the Subscriber:

1. from time to time change the telephone number assigned to the Subscriber (whether due to area code split or any other reason whether outside or within the Company's control),
2. following the termination of the subscription, assign such telephone number immediately to another subscriber.

If any intellectual property contained in, embodied by, or associated with the Service is alleged or found to infringe upon a patent, copyright, trade secret or other intellectual property right of any third party, the Company may, at its sole election, (a) suspend or terminate this Agreement without liability to the Subscriber; or (b) replace or modify the Company's intellectual property, and consequently the Service, so that it becomes non-infringing, without liability to the Subscriber. This section states the entire liability of the Company in respect of infringement of intellectual property rights wherever and whenever subsisting.

Indemnity

The Subscriber agrees to indemnify and hold harmless the Company and its directors, officers, employees, agents and other representatives, telecommunications providers and content providers from all liabilities, claims and expenses (including legal fees and expenses) that arise from or in connection with (a) a breach of the covenants, agreements and provisos contained herein on the part of the Subscriber to observe and perform; (b) the use of the Service; (c) the use of the Internet, or (d) the Subscriber's transmission of any content on the Service.

Notices

Any notice relating to this Agreement or to be given by any party to any party hereunder, will be in writing and will be well and sufficiently given if personally delivered or sent by facsimile or electronic mail to the Company at:

and to the Subscriber at the address, email or facsimile number provided in the subscription, or to such other addresses or numbers of which the parties give each other notice from time to time. Proof of delivery or electronic conveyance in such manner will constitute proof of receipt provided that such delivery or conveyance will be deemed to have been delivered on the next business day (excluding Saturdays, Sundays and holidays observed in British Columbia) after such dispatch.

Governing law and forum

The interpretation, construction, and enforcement of these Terms of Service shall be governed in all respects by the laws prevailing in the Province of British Columbia and the laws of Canada applicable thereto, which will be deemed to be the proper law hereof. The courts of British Columbia sitting in Vancouver will have exclusive jurisdiction to entertain and determine all disputes and claims, whether for specific performance, injunction, declaration or otherwise howsoever both at law and in equity, arising out of or in any way connected with the construction, breach, or alleged, threatened or anticipated breach of the Terms of Service, and will have jurisdiction to hear and determine all questions as to the validity, existence or enforceability thereof. The Subscriber shall submit to the jurisdiction of the Court of British Columbia and waives its right to plead forum non-conveniens.

Entire agreement

These Terms of Service, and the Company's pricing plan as set out on its web-site and order forms at the time of the subscription (as may be modified upon notice as provided herein), supersede all prior discussions and agreements between the parties hereto relating generally to the same subject matter, and shall constitute the sole and entire agreement between the parties.

Severability

If it is held by a court of competent jurisdiction that any provision of this Agreement or part thereof is void, illegal, invalid or unenforceable, then such provision or part shall be deemed to be severable and stricken in such jurisdiction, and the remaining provisions shall remain valid and in effect.

Independant legal advice

The parties hereto do hereby represent and declare that each of them has personally or through their duly authorized representatives read these Terms of Service and, prior to the acceptance hereof, has had the opportunity to receive independent legal advice.

No waiver

Failure to enforce any provision of this Agreement shall not constitute a waiver of any term hereof. No waiver, delay, indulgence, or failure to act by the Company regarding any particular default or omission by the Subscriber shall affect or impair any of the Company's rights or remedies regarding that or any subsequent default or omission that is not expressly waived in writing.

Time of essence

Time is of the essence hereof.

Force majeure

The parties hereto shall not be liable for failure of performance hereunder if occasioned by war, declared or undeclared, fire, flood, interruption of transportation, embargo, accident, explosion, inability to procure or shortage of supply of materials, equipment or production facilities, prohibition of import or export of the Service covered hereby, governmental orders, regulations, restrictions, priorities or rationing, or by strike, lockout, or other labour troubles interfering with the provision of such Service, equipment failure, interruption of power supply, power surge or brown-out, or any other cause beyond the control of the parties; provided that the Subscriber's payment obligations hereunder shall not be excused. Any suspension of performance by reason of this article shall be limited to the period during which such cause or failure exists.

Assignment

The Subscriber shall have no right whatsoever to assign its subscription or its interest in the Terms of Service without the prior written consent of the Company, which may be withheld for any reason or without reason or granted on such conditions as the Company deems necessary. The Company may freely assign or transfer its interest under these Terms of Service.

Successors and assigns

The Terms of Service shall be binding upon and shall enure to the benefit of the parties hereto and their respective heirs, executors, administrators and permitted successors and assigns (as the context permits).

Information for California residents

Under California Civil Code Section 1789.3, California Subscribers are entitled to the following specific consumer rights information: Pricing Information: Current rates for using the Service may be obtained by calling Tagline Customer Support Service at 1-866-824-4321. Complaints: The Complaint Assistance Unit of the Division of Consumer and Corporate Services of the California Department of Consumer Affairs may be contacted in writing at 1020 N. Street, #501, Sacramento, CA, 95814, or by telephone at 1-916-445-1254.