1. AGREEMENT TO TERMS

These Terms of Service (“Terms,” “Agreement”) constitute a legally binding agreement between ModernWorks (“ModernWorks,” “we,” “us,” or “our”) and you (“Customer,” “you,” or “your”) governing your use of ModernWorks telecommunications services, including but not limited to SIP Trunking, Cloud Voice Services, Hosted PBX, call recording, number porting, and hardware leasing (collectively, the “Services”). By activating, accessing, or using any Services, you acknowledge that you have read, understood, and agree to be bound by these Terms, including all limitations, responsibilities, and disclaimers contained herein.

2. DEFINITIONS

• “Services” means all telecommunications services provided by ModernWorks, including VoIP, SIP trunking, hosted PBX, cloud voice, hardware leasing, and related services.
• “Customer Equipment” means routers, firewalls, phones, PBX systems, and other hardware owned or controlled by you.
• “Leased Equipment” means hardware provided by ModernWorks under a leasing arrangement.
• “Registered Location” means the physical civic address associated with each phone line or user for emergency service purposes.
• “PSAP” means Public Safety Answering Point (emergency dispatch center).
• “CDR” means Call Detail Record.
• “Service Address” means the primary location where Services are delivered.

3. CRITICAL: EMERGENCY CALLING (9-1-1) LIMITATIONS

3.1 Acknowledgment of VoIP Limitations

YOU ACKNOWLEDGE AND AGREE that VoIP-based 9-1-1 service operates fundamentally differently from traditional telephone service and is subject to significant technological and operational limitations that may prevent or delay emergency response.

3.2 Emergency Call Routing Process

When you dial 9-1-1 using our Services:

• Your call is routed to a third-party emergency call center, not directly to local emergency services
• The call center determines the appropriate PSAP based on your Registered Location
• You must verbally confirm your physical location when calling 9-1-1, as VoIP equipment can be moved
• Callback information may not be accurate or available to emergency responders

3.3 Location Information Requirements

• ModernWorks will attempt to transmit your Registered Location to emergency services
• Due to technical limitations, PSAPs may not receive accurate location or callback information
• If you cannot speak, emergency responders may be dispatched to your last known Registered Location, which may be incorrect
• You are solely responsible for providing, maintaining, and promptly updating accurate Registered Location information for every device and user

3.4 Service Availability Limitations

9-1-1 calling will be completely unavailable during:

• Power outages affecting your equipment or internet connection
• Internet service outages or degradation
• Equipment failure or misconfiguration
• Service suspension due to non-payment or technical issues
• Network congestion or bandwidth limitations

3.5 Geographic Limitations

• 9-1-1 calling is only available within Canada and the United States
• International use of Services will not provide access to emergency services
• Traveling with VoIP devices may result in emergency calls being routed to incorrect locations

3.6 User Notification Obligations

You agree to:

• Inform all users, employees, and guests about these 9-1-1 limitations
• Provide alternative means of contacting emergency services (e.g., mobile phones)
• Affix the provided 9-1-1 warning labels near all devices using the Services
• Maintain written documentation of user notifications for compliance purposes

3.7 Complete Disclaimer of Emergency Service Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, ModernWorks, its officers, directors, employees, affiliates, partners, suppliers, upstream carriers, and emergency service providers DISCLAIM ALL LIABILITY for any damages, injuries, deaths, losses, or claims arising from:

• Delays, failures, errors, or omissions in 9-1-1 service delivery
• Misrouted or incomplete location information
• Inability to complete emergency calls
• Third-party network or system failures
• Your equipment malfunction or misconfiguration
• Inaccurate or outdated Registered Location data
• Any other cause related to emergency calling

4. MANDATORY 9-1-1 WARNING LABELS

ModernWorks will provide warning labels stating that 9-1-1 service may be limited or unavailable. You agree to:

• Affix labels in visible locations near all devices using the Services
• Replace labels if removed or damaged
• Ensure labels remain visible throughout the term of service
• Accept full responsibility for failure to display required warnings

5. SERVICE LIMITATIONS AND DEPENDENCIES

5.1 Power and Internet Requirements

The Services require:

• Continuous electrical power to all VoIP equipment
• Active, stable broadband internet connection with sufficient bandwidth
• Properly configured network infrastructure

Services will not function during power or internet outages. We strongly recommend:

• Uninterruptible Power Supply (UPS) for critical communications
• Backup internet connection where available
• Alternative communication methods (mobile phones) for emergencies

5.2 Network and Equipment Configuration

You are solely responsible for:

• Configuring routers, firewalls, and switches for VoIP traffic
• Implementing Quality of Service (QoS) policies
• Maintaining adequate bandwidth for call volume
• Opening required network ports and protocols
• Securing network perimeter against unauthorized access
• Troubleshooting and maintaining Customer Equipment

5.3 Equipment Compatibility

The Services may not be compatible with:

• Security/alarm systems
• Elevator emergency phones
• Fire safety and sprinkler monitoring systems
• Medical alert and monitoring devices
• Traditional fax machines
• Analog modems or dial-up equipment
• Legacy PBX systems

You are responsible for testing compatibility and implementing alternative solutions where necessary.

5.4 Voice Quality and Service Level

• Voice quality depends on your internet connection, local network, and third-party carriers
• ModernWorks provides Services on a best-effort basis unless a separate written Service Level Agreement (SLA) is executed
• We do not guarantee uninterrupted, error-free, or secure service
• Packet loss, jitter, and latency are influenced by factors beyond our control

6. TOLL FRAUD AND SECURITY RESPONSIBILITIES

6.1 Security Acknowledgment

You acknowledge that VoIP and IP-PBX systems are vulnerable to:

• Unauthorized access and hacking
• Toll fraud and call hijacking
• International premium-rate service abuse
• Credential theft and brute-force attacks

6.2 Customer Security Obligations

You agree to:

• Use strong, unique passwords for all accounts and devices
• Change default credentials immediately upon installation
• Implement firewall rules restricting access to authorized IP addresses
• Regularly update firmware and security patches
• Monitor Call Detail Records for unusual activity
• Disable unnecessary features (international calling, call forwarding to external numbers)
• Implement fraud detection alerts where available

6.3 Financial Responsibility for Fraud

You are fully and solely responsible for all charges incurred on your account, including:

• Charges resulting from toll fraud or hacking
• Unauthorized use by employees, contractors, or third parties
• Compromised systems or weak credentials
• Misconfigured equipment or security settings

6.4 No Liability for Fraud

ModernWorks bears no liability for costs, losses, damages, or claims arising from toll fraud, unauthorized access, or security breaches, regardless of whether ModernWorks could have detected or prevented such activity.

6.5 Fraud Monitoring

While ModernWorks may implement fraud detection mechanisms, we are not obligated to monitor your account activity and do not guarantee detection or prevention of fraudulent use.

7. ACCEPTABLE USE POLICY

7.1 Prohibited Uses

You agree not to use the Services for:

• Illegal, fraudulent, or criminal activity
• Harassment, threats, or abusive communications
• Unsolicited telemarketing or robocalling (in violation of CASL or other regulations)
• Caller ID spoofing or manipulation (except where legally permitted)
• Excessive or abusive usage patterns that degrade network performance
• Transmission of malware, viruses, or malicious code
• Interference with other customers’ service or network infrastructure
• Resale of Services without written authorization
• Auto-dialing, predictive dialing, or mass calling without proper consent mechanisms

7.2 Enforcement

ModernWorks reserves the right to:

• Suspend or terminate Services immediately for violations
• Investigate suspected violations and cooperate with law enforcement
• Charge fees for restoration of suspended services
• Pursue legal remedies for damages caused by prohibited use

8. HARDWARE LEASING TERMS

8.1 Equipment Ownership

All Leased Equipment remains the property of ModernWorks. You receive a non-exclusive, non-transferable license to use the equipment solely for accessing our Services.

8.2 Customer Obligations

You agree to:

• Use equipment only as intended and in accordance with documentation
• Not modify, tamper with, or repair equipment without authorization
• Maintain equipment in good working condition
• Report damage or malfunction promptly
• Return equipment within 14 days of service termination

8.3 Loss and Damage

You are liable for:

• Loss, theft, or destruction of Leased Equipment at full replacement cost
• Damage beyond normal wear and tear
• Equipment not returned or returned in non-working condition

8.4 End of Term

Upon contract termination or non-renewal:

• You must return all Leased Equipment in working condition
• Equipment must include all original accessories, cables, and power adapters
• Failure to return equipment will result in charges equal to full retail replacement value
• You are responsible for shipping costs unless otherwise specified

8.5 Warranty

Leased Equipment is warranted against defects for the duration of the lease. Warranty is void if:

• Damage resulted from misuse, negligence, or unauthorized modification
• Equipment was exposed to water, extreme temperatures, or physical trauma
• Warranty seals or labels have been removed or damaged

9. BRING YOUR OWN DEVICE (BYOD)

1. If you choose to use your own equipment with the Services:

• ModernWorks does not guarantee compatibility or performance
• Technical support for Customer Equipment is limited or unavailable
• You are responsible for configuration, maintenance, and troubleshooting
• Equipment must meet minimum technical specifications provided by ModernWorks
• Incompatible or misconfigured equipment may result in service degradation

10. SIP TRUNKING SERVICES

10.1 Trunk Capacity and Concurrent Calls

• SIP trunks are provisioned for a specific number of concurrent calls
• Calls exceeding provisioned capacity will fail or receive busy signals
• You are responsible for monitoring usage and requesting capacity increases

10.2 Network Requirements

You must provide:

• Adequate internet bandwidth (minimum 100 kbps per concurrent call recommended)
• Compatible SIP-capable PBX or gateway equipment
• Properly configured SIP trunk settings (provided by ModernWorks)
• Network infrastructure supporting SIP protocols and codecs

10.3 Call Routing

• Inbound call routing is based on your configuration
• You are responsible for maintaining accurate routing rules
• ModernWorks is not liable for misrouted calls due to configuration errors

11. NUMBER PORTING

11.1 Porting Process

To port existing phone numbers to ModernWorks:

• You must complete a Letter of Authorization (LOA) with accurate information
• You must remain in good standing with your current provider
• You must not cancel service with your current provider until porting is complete
• Processing typically takes 7-15 business days but may vary

11.2 Porting Limitations

Number porting may fail or be delayed if:

• Account information does not match current provider records
• There are unpaid balances with the current provider
• Numbers are under contract or subject to early termination fees
• Current provider disputes or rejects the port request
• Numbers are not portable under applicable regulations

11.3 Service Interruption

Brief service interruptions may occur during the porting process. ModernWorks is not liable for business disruption or missed calls during porting.

12. CALL RECORDING SERVICES

12.1 Legal Compliance Responsibility

You are solely responsible for ensuring compliance with all applicable federal and provincial laws regarding call recording, including:

• Obtaining proper consent from all parties to recorded conversations
• Providing required notifications and disclosures
• Complying with one-party and two-party consent laws as applicable in each jurisdiction
• Maintaining records of consent where required

12.2 Storage and Retention

• Call recordings are stored for the period specified in your service plan
• You are responsible for downloading and archiving recordings before expiration
• ModernWorks is not responsible for recordings deleted after the retention period
• Additional storage may be available for a fee

12.3 Access and Security

• You are responsible for controlling access to call recordings
• Recordings contain sensitive information and must be secured appropriately
• ModernWorks may access recordings for technical support or legal compliance purposes

13. PRIVACY AND DATA HANDLING

13.1 Information Collected

ModernWorks collects and processes:

• Account information (name, address, billing information)
• Call Detail Records (CDRs) including phone numbers, duration, and timestamps
• Registered Location information
• Technical logs and performance data
• Communications with customer support
• Usage patterns and service analytics

13.2 Use of Information

Collected information is used to:

• Provide, maintain, and improve Services
• Process billing and payments
• Troubleshoot technical issues
• Ensure network security and prevent fraud
• Comply with legal and regulatory obligations
• Provide customer support

13.3 Information Sharing

ModernWorks may disclose information:

• To emergency services when 9-1-1 is dialed
• To law enforcement when legally required or with valid subpoena
• To service providers and partners necessary for service delivery
• As required by CRTC or other regulatory authorities
• To collection agencies for unpaid debts

13.4 Data Retention

• CDRs are retained for a minimum period as required by regulation
• Account information is retained throughout the service period
• Recordings are retained according to your service plan

13.5 Your Privacy Rights

You may request access to your personal information in accordance with applicable privacy legislation (PIPEDA). We do not sell customer data for marketing or advertising purposes.

14. WARRANTY DISCLAIMER AND SERVICE QUALITY

14.1 Service Provided “AS IS”

EXCEPT AS EXPRESSLY STATED IN A SEPARATE WRITTEN SLA, SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

14.2 No Uptime Guarantee

ModernWorks does not guarantee:

• Uninterrupted or error-free service
• Specific levels of voice quality
• Compatibility with all equipment or software
• That the Services will meet your specific requirements

14.3 Third-Party Dependencies

Service quality and availability depend on:

• Your internet service provider
• Third-party telecommunications carriers
• Upstream network providers
• Equipment manufacturers

ModernWorks is not responsible for failures or deficiencies in third-party services.

BY USING THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS, UNDERSTAND THEM, AND AGREE TO BE BOUND BY THEM. IF YOU DO NOT AGREE, DO NOT USE THE SERVICES.