ROAMFORCE /iPass TERMS AND CONDITIONS OF SERVICE

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The following terms and conditions of service (the “Terms”) govern your use of the Services. Any current RoamForce document describing the plans, features, services or products you have selected and any other document incorporated by reference (collectively, the “Materials”) together with these Terms constitute our agreement with you (the “Service Agreement”). If there is any inconsistency between the Materials and these Terms, these Terms will prevail. No sales representative, dealer, agent, officer or employee of iRoam has the authority to change or modify these Terms, except pursuant to an official revised version of these Terms, and you may not rely on any such change or modification. These Terms cannot be changed by you.
Throughout this document:

us, we, our, iRoam and RoamForce means the iRoam Mobile Solutions entity named in the Service Agreement;

Service or Services means any or all of the wireless services, or other services that you subscribe to under the Service Agreement or receive from or through RoamForce.

Equipment means any device, equipment or hardware used to access the Services or used in conjunction with the Services, including any SIM (Subscriber Identity Module) card.
Your account information may, from time to time, be disclosed to other members of the iRoam organization and to our agents and authorized dealers in order to service your account, respond to your questions and promote additional products and services offered by members of the iRoam organization that may interest you. If you do not wish to receive offers or information from related iRoam entities, please contact iRoam at the address set out below. Unless otherwise specified in the Service Agreement, we may change, at any time, any charges, features, content, programming, structure or any other aspects of the Services, as well as any term or provision of the Service Agreement, upon notice to you. If you do not accept a change to the Services, your sole remedy is to terminate the Service Agreement and the Services provided under the Service Agreement, within 30 days of your receipt of our notice of change to the Services (unless we specify a different notice period), by providing us with advance noticeof termination pursuant to Section 31. If you do not accept a change to these Terms, your sole remedy is to retain the existing Terms unchanged for the duration of the Commitment Period (as defined below), upon notice to us within 30 days of your receipt of our notice of change in the Terms.
By entering into the Service Agreement, you:

authorize iRoam to obtain information about your credit history and agree that iRoam may provide information to others about your credit experience with iRoam;

accept all provisions of the Service Agreement, including those set forth in the Materials and these Terms;

agree to cause all persons who use Services under your account or with your authorization to comply with the Service Agreement;

acknowledge that the acts or omissions of all persons who use Services under your account or with your authorization will be treated for all purposes as your acts or omissions;

acknowledge that you have received and had the opportunity to review a copy of the Service Agreement, including the Materials and these Terms;

confirm that the information you have provided to us is up-to-date and accurate; and

agree to notify us of any change in your information.
Charges; Account and Payment Information
1. Charges will commence on the date of the initial activation of the Services, Equipment, or date shipped by iRoam whichever is earlier (the “Activation Date”). Unless otherwise stated all Monthly Service Plans including but not limited to BlackBerry Service and extra/local/virtual numbers are billed on a calendar month and are NOT pro-rated. Full monthly charges will be applied for the month the service is activated, active, and terminated. For example: if activated on the 25th day of the month, full monthly charges will apply for only 5 days of usage. For example if terminated on the 5th day of the month, full monthly charges will apply for only 5 days of usage.
2. Unless otherwise agreed to by you and us, we will bill you monthly for all usage of the Service, any Minimum Monthly Commitment amounts owed if applicable, for any monthy service fees provided for such month, and we may bill you; however, for a charge up to six months from the date the charge was incurred.
3. You are liable for all charges to your account. Charges to your account are due and payable in full from the date of your invoice or statement. If you are paying by mail or through a financial institution, please allow adequate time for your payment to reach us prior to the required payment date.
4. If payment of an amount due on your account is not received by us by the required payment date specified by us, it will be considered a delinquent amount and will be subject to a late payment charge of 2% per month, calculated and compounded monthly on the delinquent amount (26.82% per year) from the date of the first invoice on which the delinquent amount appears until the date we receive such amount in full. You agree that we can charge any unpaid and outstanding amount, including any late payment charges, on your account to your credit card, bank account or any other payment method pre-authorized by you for payment of our charges.
5. Administrative charges may be levied for administration or account processing activities in connection with your account, including as a result of the following:

collection efforts due to non-payment or having a balance over your credit limit, including unbilled usage and pending charges, fees and adjustments;

returned or rejected payments;

change of any identifier (e.g., phone number); and

the restoral of Service.
A list of such charges is available on request, and is incorporated into these Terms by reference.
6. When roaming, you will be responsible for all applicable iRoam charges and will be subject to the limitations or conditions of service of the service provider of such roaming services.
7. Any questions or discrepancies regarding charges must be reported to us within 90 days of the date of our invoice or other statement. Failure to notify us within this time period will constitute your acceptance of such charges.
8. If you subscribe to one of our Monthly Service Plans, or a Monthly Minimum Commitment for a committed period of time (the “Commitment Period”), and your service is terminated for any reason, your will be subject to an early cancellation fee (“ECF”) for each Service equal to the price of the plan and Services multiplied by the remaining months in the Commitment Period. If your Service is terminated prior to the end of the Commitment Period, you will pay us the ECF as specified above, plus taxes.
9. A “Minimum Monthly Commitment” means the amount, in terms of usage fees, of the Service that Customer commits to purchasing each month and if in any month, Customer has not accrued usage fees in an amount equal to or greater than the Minimum Monthly Commitment, then Customer will pay iRoam the Minimum Monthly Commitment for such month in lieu of such charges for such month. Only amounts owed by Customer to iRoam for usage of the Service apply towards the Minimum Monthly Commitment. If you service is terminated before you have completed the Minimum Monthly Commitment term you will be responsible for the remaining Minimum Monthly Commitment amounts due for the agreed to period.
10.Changes to your account (e.g., price plan, features or identifiers) will not take effect until after your next billing date
Deposit; Credit Requirements
11. We may require a deposit or impose other payment or credit requirements (e.g., interim payments; mandatory pre-payments) at any time and on such terms as determined in our sole discretion. You will not earn any interest on any deposits or other payments held by us. If your Service is terminated, we will apply any deposits or other payments against the outstanding final balance on your account and refund the remaining balance.
12. Upon notice to you, we may assign, change or remove a credit limit on your account at any time. Service may be suspended, at any time, to any and all of your accounts, if your balance, including unbilled usage and pending charges, fees and adjustments, exceeds this limit. Recurring service charges continue to apply during any suspension of Services.
Identifiers
13.You do not own any identifier (e.g., telephone, account, calling card or PIN number; e-mail, IP or Web page address; access code, etc.) assigned to you, and we may change or remove any identifier at any time upon notice to you.
Acceptable Use
14. You may not use the Services for anything other than your own personal use. You may not resell the Services, receive any charge or benefit for the use of the Services or provide Internet access or any other feature of the Services to any third party. You may not share or transfer your Services without our express consent.
15. From time to time, we may establish policies, rules and limits (together, the “Policies”) concerning use of the Services, Equipment and any products, content, applications or services used in conjunction with the Services or Equipment. Your use of the Services is subject to these Policies. We will provide you with notice of the Policies and of changes to the Policies. Our Acceptable Use Policy, available upon request, is incorporated into these Terms by reference.
16. When using the Services, the Equipment or any products, content, applications or services used in conjunction with the Services or Equipment, you must comply with all applicable laws and our Policies. We may suspend or terminate your Services, the Service Agreement and any other agreement for services you may have with any related iRoam entity, without notice to you, if you engage in one or more of the activities prohibited by our Policies. In addition, you may be charged for any costs incurred by us or any related iRoam entity in connection with your breach of the terms of this Section, including costs incurred to enforce your compliance.
17. We reserve the right to restrict, change, suspend or terminate your Service by any means if your access, use or connection to the Services, Equipment or our facilities is impairing or adversely affecting our operation or the use of our Services or facilities by others.
Content
18. We do not own content that you make available for inclusion on the Services (including the Internet Services). However, with respect to content you make available for inclusion on publicly accessible areas of the Services, you grant us the following world-wide, royalty-free and non-exclusive licenses, as applicable:

With respect to photos, graphics, audio or video content: the license to use, distribute, reproduce, modify, adapt, publicly perform, publicly display and communicate by telecommunication such content on the Services solely for the purpose for which it was made available. This license exists only for as long as you elect to continue to include content on the Services and terminates when you remove or we remove such content from the Services.

With respect to all other content (other than photos, graphics, audio or video): the perpetual, irrevocable and fully sublicensable license to use, distribute, reproduce, modify, adapt, publish, translate, communicate by telecommunication, publicly perform and publicly display, and to incorporate it into other works in any format or medium now known or later developed. “Publicly accessible” areas of the Services are those areas of the Services that are intended by us to be available to the general public, e.g., online message boards that are open to both registered members and visitors.
Publicly accessible areas of the Services do not include those portions of the Services that are only accessible by registered members or intended for private communication, e.g. e-mail and instant messenger.
19. We have the right, but not the obligation, to monitor or investigate any content that is transmitted using the Services or the Equipment. We may also access or preserve content or information to comply with legal process in Canada or foreign jurisdictions, operate the Services, ensure compliance with the Service Agreement or any Policies, or protect ourselves, our customers or the public. We reserve the right to move, remove or refuse to post any content, information or materials, in whole or in part, that we decide are unacceptable, undesirable or in violation of the Service Agreement.
Equipment
20. Except for Equipment that you have fully paid for, all Equipment installed or provided by us remains our property and you agree that:

you will take reasonable care with such Equipment;

you may not sell, lease, mortgage, transfer, assign or encumber such Equipment;

you may not re-locate such Equipment without our knowledge and permission; and

you will return such Equipment to us at your own expense upon termination of the Services to which the Equipment related.
If such Equipment is lost, stolen or damaged or sold, leased, mortgaged, transferred, assigned, encumbered or not returned, you agree to pay us the undiscounted retail value of such Equipment, together with any costs incurred by us in seeking possession of such Equipment.
21. You authorize us and our representatives to enter or have access to your premises as necessary at mutually agreed upon times to install, maintain, inspect, repair or remove the Equipment or to maintain, investigate, protect, modify or improve the operation of our Services or our facilities.
22. Equipment and related software may have to meet certain minimum requirements and be maintained in certain ways and in certain locations in order to access the Services or for the proper operation of the Services. Such requirements may be changed from time to time at our sole discretion. Unless otherwise specified by us, you are solely responsible for updating or maintaining your Equipment and software as necessary to meet such requirements, and you may not be entitled to customer support from us if you fail to do so.
23. You must immediately notify us, at any of the points of contact specified below, if your Equipment is lost, stolen or destroyed. Should you then wish to terminate your Services, your obligations under the Service Agreement, including the ECF, will apply.
Software
24. Any software and accompanying documentation we provide to you remains our property or that of our licensors. You will take reasonable steps to protect such software or documentation from theft, loss or damage. You must review and agree to the applicable end user license agreement before installing or using the software or documentation. Unless otherwise provided in the applicable end user license agreement, all end user license agreements will terminate upon termination of the Service Agreement.
No Warranties; Limitations on our Liability
25.You acknowledge and understand that the Services or access to the Services, may not function correctly, or at all, in the following circumstances:

if your Equipment fails, is not configured correctly or does not meet iRoam's requirements;

in the event of a network outage or extended power failure;

if you tamper with or, in some cases, move the Equipment; or

following suspension or termination of your Services or account.
26. Neither iRoam or its affiliates, licensors, suppliers and agents (and their respective employees, officers, directors and representatives) are responsible or liable to you for any content, applications or services provided to you or accessible by you through the Services, any charges incurred in connection with such content, applications or services or anything that is or can be done with such content, applications or services even if you are billed for such content, applications or services. All such content, applications or services is accessed or transmitted solely at your own risk.
27.To the maximum extent permitted by applicable law:

iRoam neither guarantees nor warrants the performance, availability, coverage, uninterrupted use, security, pricing or operation of the Services, the Equipment or any products, content, applications, services, facilities, connections or networks used or provided by us or third parties (collectively, the “Offering”);

you bear the entire risk as to the use, availability, reliability, timeliness, quality, security and performance of the Offering connections or networks; and

iRoam does not make any express or implied representations, warranties or conditions, including warranties of title or non-infringement, or implied warranties of merchantable quality or fitness for a particular purpose, with regard to the Offering.
All representations, warranties and conditions of any kind, express or implied, are excluded to the maximum extent permitted by applicable law. To the maximum extent permitted by applicable law, no advice or information, whether oral or written, obtained by you from iRoam or our agents, dealers or representatives, creates any term, condition, representation or warranty not expressly stated in the Service Agreement.
You are solely responsible for the following matters:

any access to the Equipment;

maintaining the security and privacy of your property and your transmissions using the Services, the Equipment or our facilities or network; and

protecting against any breaches of security or privacy or other risks involved in installing,

using, maintaining or changing the Services or the Equipment.
28.Unless otherwise specifically set out in the Service Agreement, to the maximum extent permitted by applicable law, iRoam will not be liable to you or to any third party for:

any direct, indirect, special, consequential, incidental, economic or punitive damages (including loss of profit or revenue; financial loss; loss of business opportunities; loss, destruction or alteration of data, files or software; breach of privacy or security; personal injury; death or any other foreseeable or unforeseeable loss, however caused) resulting or relating directly or indirectly from or relating to the Offering or any advertisements, promotions or statements relating to any of the foregoing, even if we were negligent or were advised of the possibility of such damages;

the denial, restriction, blocking, disruption or inaccessibility of any Services, Equipment or identifiers (including telephone numbers);

any lost, stolen, damaged or expired Equipment, identifiers, passwords, codes, benefits, discounts, rebates or credits;

any error, omission or delay in connection with the transfer of telephone numbers to or from another telecommunications service provider or any limitation connected thereto;

any acts or omissions of a telecommunications carrier whose facilities are used to establish connections to points that we do not serve; or

any claims or damages resulting directly or indirectly from any claim that the use, intended use or combination of the Offering or any material transmitted through the Services infringes the intellectual property, industrial, contractual, privacy or other rights of a third party.
These limits are in addition to any other limits on iRoam’s liability or set out elsewhere in the Service Agreement and apply to any act or omission of iRoam and its respective employees, officers, directors, agents and representatives, whether or not the act or omission would otherwise be a cause of action in contract, tort or pursuant to any statute or other doctrine of law.
Confidentiality of Your Information
29. Unless you provide express consent, or disclosure is required pursuant to a legal power, all information regarding you kept by us, other than your name, address and listed telephone number, is confidential and may not be disclosed by us to anyone other than:

you;

a person who, in our reasonable judgment, is seeking the information as your agent;

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;

a company involved in supplying you 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;

an agent retained by us in the collection of your account or to perform other administrative functions for us, provided the information is required for and used only for that purpose;

an agent retained by us to evaluate your creditworthiness, provided the information is required for and is to be used only for that purpose;

a law enforcement agency whenever we have reasonable grounds to believe that you have knowingly supplied us with false or misleading information or are otherwise involved in unlawful activities; or

a public authority or agent of a public authority if, in our reasonable judgment, it appears that there is imminent danger to life or property which could be avoided or minimized by disclosure of the information.
Express consent to disclosure may be obtained as follows:

by written consent;

by oral confirmation verified by an independent third party;

by electronic confirmation through the use of a toll-free number;

by electronic confirmation via the Internet;

by oral consent, where an audio recording of the consent is retained by us; or

by consent through other methods, as long as an objective documented record of your consent is created by you or by an independent third party. Personal information collected in connection with the provision of the Services may be stored and processed in or outside Canada and may be subject to the laws of other jurisdictions.
Term; Suspension; Termination
30. The term of the Service Agreement, and any applicable Commitment Period, starts on the Activation Date and shall continue indefinitely until terminated in accordance with the provisions of the Service Agreement or applicable law.
31.Unless otherwise permitted by applicable law:

you may terminate all or any part of your Services upon no less than 30 days advance notice by contacting iRoam at the appropriate points of contact specified in these Terms; and

iRoam may terminate all or any part of your Services or accounts upon no less than 30 days advance notice to you at your billing address.
Applicable charges continue to apply until the end of the notice period or until the Services are no longer accessible by you, whichever is later. Additionally if you have subscribed to a service plan(s) for a Commitment Period or agreed to a Minimum Monthly Commitment for a period of time you will be subject to an Early Cancelation Fee equal to the Commitment Period and/or Minimum Monthly Commitment multiplied by the remaining months of commitment. See Section 8 and 9..
32. We may restrict, block, suspend or terminate any or all of your Services or accounts, or identifiers in any way, without notice or liability to you, if:

you are in breach of the Service Agreement, including non-payment of your charges or noncompliance with any Policies;

you do not maintain Service usage within the prescribed credit limit;

you exceed reasonable usage limits, as determined by us;

you have given us false, misleading or outdated information;

we reasonably suspect or determine that any of your account, identifiers, Services or Equipment is the subject of fraudulent, unlawful or improper usage or usage that adversely affects our operations or the use of our services or facilities by others;

you harass, threaten or abuse us or our employees or agents;

you fraudulently or improperly seek to avoid payment to us;

bankruptcy or insolvency proceedings are instituted by or against you;

any account or service on which your Services depend is terminated for any reason; or

we reasonably believe that there is an emergency or extreme circumstance that would warrant such action.
33.If we restrict, suspend, block or terminate your Services or accounts:

you must pay any amounts owing;

we may also suspend, block or terminate, without notice or liability, your Services under any other agreement or account that you may have with us or a related iRoam entity (including accounts that may be in good standing);

your rates for services with related iRoam entities may change in accordance with the terms of those services.
Arbitration
34.To the extent permitted by applicable law, unless we agree otherwise, any claim, dispute or controversy, whether in contract or tort, pursuant to statute or regulation, or otherwise, and whether pre-existing, present or future, arising out of or relating to the following items will be determined by final and binding arbitration to the exclusion of the courts:

the Service Agreement;

the Services or Equipment;

oral or written statements, advertisements or promotions relating to the Service Agreement, the Services or Equipment; or

the relationships that result from the Service Agreement.
35. Where applicable, arbitration will be conducted in the Province of Ontario, on a simplified and expedited basis by one arbitrator pursuant to the current laws and rules relating to commercial arbitration in the province of Ontario on the date of the notice.
Intellectual Property
36. All trademarks, copyright, brand concepts, names, logos and designs used by us are intellectual property assets, registered or otherwise, of, or used under license by, iRoam Mobile Solutions Inc. or of one of its affiliates. All are recognized as valuable assets of their respective owners, and may not be displayed or used by you in any manner for commercial purposes or copied in any manner for any purpose without the express prior written permission of the iRoam Legal Department.
General
37.The Service Agreement, as amended from time to time, constitutes the entire agreement between you and iRoam for the Services and supersedes all prior agreements, written or oral, with respect to the same subject matter. If any portion of the Service Agreement is unenforceable, the remaining provisions continue in full force. Our failure to enforce strict performance of any provision of the Service Agreement does not mean we have waived any provision or right. Neither the course of conduct between us nor trade practice modifies any provision of the Service Agreement. The Service Agreement endures to the benefit of and is binding on you, your heirs and your legal personal representatives and on your and iRoam’s respective successors and assigns. You may not assign or transfer the Service Agreement without our prior consent. We may assign or transfer the Service Agreement or any of our rights or obligations hereunder without your consent. The provisions of Sections 2, 3, 4, 5, 8, 9, 25, 26, 27, 28, 29, 31, 32, 33, 34, 35, 36, 37, 38, and survive termination of the Service Agreement. These Terms been drawn up in the English language at the express request of the parties. La présente convention a été rédigée en anglais à la demande expresse des parties.
Governing Law
38.The Service Agreement is governed exclusively by the laws of the province of Ontario and you submit to the jurisdiction of the courts of Ontario.
How to Contact Us
39.To contact iRoam regarding our Services: call 1-416-977 2277 or, go online at iroam.com or write to iRoam Customer Relations, 366 Adelaide St. West Suite 301 Toronto, Ontario, M5V 1R9.
40.Any notice of a claim must be given to the iRoam Legal Department, 366 Adelaide St. West, Toronto, ON M5V 1R9.
41.Any notice shall be deemed to have been given on the date on which it was sent by the party giving the notice.
ADDITIONAL TERMS
Prepaid Wireless Services
42.The following additional terms apply to prepaid iRoam wireless services:

deposits into your account for prepaid iRoam RoamForce services are non-refundable; unless otherwise agreed in writing;

if you are entitled to a credit to your account, the credit will be valid only for a certain specified period following the initial activation of your Equipment to prepaid iRoam RoamForce services;

if required payments towards your account are not made or are returned, for any reason, your wireless identifier (e.g., telephone number or PIN number) will be deactivated.