HOME SECURITY TERMS AND CONDITIONS AND END USER LICENCE AGREEMENT

iTalkBB Canada, Inc. (“iTalk,” “us,” or “we”) offers select smart home monitoring products, including under the brand “AIjia” (each, a “Product”), associated software (including the Mobile Application (defined below)) (“Software”) and related services (the “Services” ). The Product, Software and Services are collectively referred to in this Agreement as the “iTalk Solution.” This Home Security Terms and Conditions and End User Licence Agreement and any documents referenced herein (collectively, this “Agreement” ) sets forth the terms and conditions pursuant to which we will provide you, as an end user of the iTalk Solution, with access to the iTalk Solution.

Acceptance.

By clicking to accept this Agreement or by otherwise using the iTalk Solution, you agree to be bound by this Agreement as of that date (the “Effective Date” ). YOUR ACCESS TO, AND USE OF, THE ITALK SOLUTION AND ITALK’s OBLIGATIONS WITH RESPECT THERETO ARE EXPRESSLY CONDITIONED ON YOUR ACCEPTANCE OF THIS AGREEMENT, INCLUDING ARBITRATION ON AN INDIVIDUAL BASIS IN SECTION 20.

BY ENTERING INTO THIS AGREEMENT, YOU ACKNOWLEDGE AND AGREE THAT THE ITALK SOLUTION IS NOT A MONITORED HOME SECURITY SERVICE AND SHOULD NOT BE RELIED UPON FOR LIFE SAFETY. ITALK MAKES NO GUARANTEES REGARDING AVAILABILITY OF THE ITALK SOLUTION.

Not a Monitored Service.

You acknowledge that your use of the iTalk Solution does not guarantee that your premises, or persons or property on your premises, will be safe or secure. YOU ACKNOWLEDGE AND AGREE THAT THE ITALK SOLUTION, OR ANY PART THEREOF, IS NOT A MONITORED EMERGENCY NOTIFICATION SYSTEM, IS NOT A LIFE SAFETY PRODUCT, AND IS NOT A SUBSTITUTE FOR EMERGENCY SERVICES. ITALK WILL NOT DISPATCH EMERGENCY AUTHORITIES TO YOUR HOME IN THE EVENT OF AN EMERGENCY. All emergency events should be directed by you to the appropriate emergency response services.

E911 Feature

iTalk Global Communications, Inc. (“iTalk Global”) is a US based telecommunications company and is affiliated with iTalk. If you are an existing iTalk Global VoIP customer, the Services include an E911 feature. Through the E911 feature, you may report suspicious activity captured through our smart video monitoring technology. The E911 feature is designed to place a call to the emergency dispatchers closest to the address that you previously registered for 911 dispatch purposes. The E911 feature only supports one address per account. YOU UNDERSTAND THERE ARE CIRCUMSTANCES UNDER WHICH AN E911 SERVICE USING A VOICE OVER INTERNET PROTOCOL SYSTEM MAY NOT BE AVAILABLE OR MAY BE IN SOME WAY LIMITED BY COMPARISON TO USING TRADITIONAL WIRELINE TELEPHONE SERVICE. SUCH CIRCUMSTANCES INCLUDE, BUT ARE NOT LIMITED TO, RELOCATION OF THE END USER’S DEVICE, USE OF A NON-NATIVE OR VIRTUAL TELEPHONE NUMBER, FAILURE IN THE BROADBAND CONNECTION AND/OR LOSS OF ELECTRICAL POWER. IN ADDITION TO THE OTHER DISCLAIMERS SET FORTH IN THIS SECTION, iTALK MAKES NO WARRANTY THAT E911 CALLS OR OTHER TRANSMISSIONS WILL BE ROUTED OR COMPLETED WITHOUT ERROR OR INTERRUPTION. iTALK WILL NOT BE LIABLE FOR ANY DAMAGES RELATING TO ANY INTERRUPTION OR ERROR IN ROUTING OR COMPLETING CALLS OR OTHER TRANSMISSIONS (INCLUDING E911 CALLS).

Disclaimer of Liability

We do not have any control over whether, or the manner in which, calls using our E911 Service are answered or addressed by any local emergency response centre. We disclaim all responsibility for the conduct of local emergency response centres and the national emergency calling centre. We rely on third parties to assist us in routing iTalk Solution E911 Service communications to local emergency response centres and to a national emergency calling centre. We disclaim any and all liability or responsibility in the event such third party data used to route communications is incorrect or yields an erroneous result. Neither iTalk nor its officers or employees may be held liable for any claim, damage, or loss, and you hereby waive any and all such claims or causes of action, arising from or relating to our iTalk Solution Service unless such claims or causes of action arose from our gross negligence or willful misconduct.

1.Limited Licence

During the Term and subject to the terms and conditions of this Agreement, iTalk hereby grants you a limited, non-exclusive, revocable and non-transferable licence, under intellectual property rights owned or licensed by iTalk, to use the Software (in object code form) embedded on the Product.

2.Provision of the Services

During the Term and subject to the terms and conditions of this Agreement, iTalk hereby grants you a non-exclusive, revocable and non-transferable right to access and use the Services solely in connection with your use of the Products installed on your property (including monitoring and controlling such Products) and solely for your personal, non-commercial use.

3.Representations About You

As a condition to using the iTalk Solution, you represent and warrant that: (a) you have read and understand this Agreement, (b) you have reached the age of majority in your province or territory, (c) the information that you provide to us about you or your account will be current, true, accurate, supportable and complete, (d) you are not located in a country listed in Canada’s Area Control List, or that is the subject of Canadian trade or economic sanctions, and (e) you are not listed on any Canadian government list of prohibited, listed or designated persons implemented under Canadian trade or economic sanctions laws, or Canadian anti-terrorism laws.

4.Restrictions

Except as expressly permitted herein, you may not: (a) rent, lease, lend, sell, redistribute, or sublicense the iTalk Solution; (b) modify, disassemble, de-compile, reverse engineer, or otherwise attempt to derive the source code of the iTalk Solution or knowingly permit or encourage any third party to do so (except as and only to the extent that any foregoing restriction is prohibited by applicable law or to the extent as may be permitted by the licensing terms governing use of any open-sourced components included with the Software), (c) use the iTalk Solution in any manner to provide service bureau, time-sharing or other computer services to third parties, (d) use the iTalk Solution, or allow the transfer, transmission, export, or re-export of the iTalk Solution or portion thereof in violation of any export control laws or regulations administered by any government agency, or (e) resell, distribute or otherwise transfer the iTalk Solution, and code comprising the same, or any iTalk trademark, logo or likeness. You may not use the iTalk Solution for any use other than its intended use. In addition, you agree (i) that your placement and/or installation of any Product that takes video recordings will be placed and/or installed at such an angle that it does not take any recordings beyond the boundary of your personal property; (ii) to prominently display appropriate signage advising others that video recording are taking place; and (iii) if you use your property as a workplace, to comply with applicable laws governing the monitoring of employees and customers.

5.Beta Services

iTalk may invite you to test “Beta” services at no charge. Beta services will be designated as test, beta, pilot, limited release, developer preview, non-production, evaluation or with a similar description. Beta services are for evaluation purposes and not for production use, are not supported, and may be subject to additional terms. iTalk may terminate a Beta service at any time, for any or no reason. iTalk may discontinue Beta Services at any time in its sole discretion and may never make the Beta Services generally available. If a generally available version is released, there may not be an automatic update path from the Beta version to the generally available version. If not earlier terminated, any Beta services trial period will expire on the date that the Beta service is released on a generally available basis. Beta Services are provided AS IS, and iTalk has no liability for any harm or damage arising out of or in connection with a Beta Service.

6.Trial Period

Notwithstanding any provision in this Agreement, iTalk offers each new customer a “Trial Period” of thirty (30) days from the date of purchase. If you are not satisfied with the iTalk Solution, you may, at any time during the Trial Period, return all Products for a full refund of the price you paid for the Products and any subscription fees paid at the time of purchase. Taxes and shipping fees are not refundable. All refunds agreed to by iTalk shall be refunded to the authorized credit card used to subscribe to the Services or by Company cheque payable to the person whose name appears on the account.

7.Fees and Payment

7.1 Fees

In exchange for our provision of the iTalk Solution at the service level for which you have subscribed, you agree to pay iTalk the subscription fees listed on the pricing plan for your service level or otherwise agreed to by you during the subscription process (“Fees”).  All Fees are due and payable in Canadian dollars, are non-cancelable and non-refundable. If you are under a two (2) year Initial Subscription Term and you cancel your subscription prior to the expiration of the Initial Subscription Term, you agree to immediately pay us an Early Termination Fee equal to $ 149 CAD per Product. If you are under a one (1) year Initial Subscription Term and you cancel your subscription prior to the expiration of the Initial Subscription Term, you agree to immediately pay us an Early Termination Fee equal to $124 CAD per Product.

7.2. Invoicing and Payment

You will provide iTalk with valid and updated credit card information. If you provide credit card information to iTalk, you authorize iTalk to charge such credit for all Fees due hereunder. Such charges shall be made as specified at the time you subscribe to the Services. You are responsible for maintaining complete and accurate billing and contact information in your account.

7.3. Suspension or Cancelation of Access to the Platform

If you fail to pay any Fees or other amounts owed by you when due, whether under this or any other Agreement with iTalk or its affiliates, iTalk may, at its option and without limiting its other rights and remedies, suspend or cancel your access to the iTalk Solution on the date the payment is past due until such amounts are paid in full.

7.4. Taxes and Shipping Fees

Unless otherwise stated, Fees do not include any shipping charges or any taxes, levies, duties or similar governmental assessments of any nature, including but not limited to value-added, sales, use or withholding taxes, assessable by any local, provincial, federal or foreign jurisdiction (collectively, “Taxes”). You are solely responsible for paying all Taxes associated with this Agreement. If iTalk has the legal obligation to pay or collect Taxes for which you are responsible under this paragraph, the appropriate amount shall be invoiced to and paid by you.

8.Shipping, Title and Risk of Loss

The Products will be shipped F.O.B Toronto, Canada, Vancouver, Canada or F.O.B shipping point (if different from Toronto, Canada or Vancouver, Canada), meaning that title and risk of loss for the Products will transfer from us to you when the Products are placed on the delivery vehicle at our shipping point. We are not responsible for Products during delivery. If you purchase a Product in a retail store, title and risk of loss will pass at the time the purchase is made in the retail store.

9.Ownership

9.1. Retention of Rights

Other than the express licences granted by this Agreement, neither party grants a right or licence to the other party, expressly, by implication, estoppel, or otherwise, to the Intellectual Property (as defined below) of the other party. As between the parties, iTalk retains all ownership rights, title, and interest in and to its own products and services (including the Software, Services and Products, applicable documentation and all technology used to provide the iTalk Solution) and all rights to its Intellectual Property and in each case, all modifications, improvements, enhancements and derivative works of the same.

9.2. Proprietary Notices

You may not remove or destroy any proprietary, confidentiality, trademark, service mark, or copyright markings or notices placed upon or contained in any materials or documentation provided by iTalk, whether in connection with this Agreement or otherwise.

9.3. "Intellectual Property"

means all of the following, and in each case all related intellectual property rights: (i) trademarks and goodwill associated therewith; (ii) know-how, methodologies, interfaces, templates, techniques, utilities, tools, designs, concepts, patents, patentable inventions, computer programs, and software; (iii) databases; (iv) trade secrets and the right to limit the use or disclosure thereof; (v) copyrights in all works, including software programs; and (vi) domain names and other media identification associated with the party.

9.4. Feedback

The parties agree that any feedback or suggestions regarding the iTalk Solution or iTalk’s other products or services is voluntary. iTalk is entitled to reproduce, license or otherwise distribute any such feedback without any obligations or restrictions of any kind, including any Intellectual Property Rights.

10.Installation and Maintenance

You are solely responsible for the installation of the Product, including without limitation complying with all applicable laws, rules, regulations and standards with respect to the installation, placement and maintenance of the Product. You acknowledge that we do not provide any installation or repair services for the Products. Each Product comes with a re-chargeable battery. You are solely responsible for maintaining an adequate power supply for the Product, including charging the battery as necessary. ITALK WILL NOT BE RESPONSIBLE FOR ANY FAILURE TO PROPERLY INSTALL, CHARGE, MAINTAIN OR REPAIR THE PRODUCT

11.Content and Privacy

The features and functionality of the iTalk Solution may enable you to create, capture, record, store or share certain content, such as video or audio recordings and images (collectively, “Content”). We do not claim ownership of your Content. By posting, uploading, sharing, transmitting, or otherwise disseminating the Content, you grant us the limited right to use the Content to provide the iTalk Solution to you and to monitor and improve our products and services, including the iTalk Solution. You expressly agree that by sharing Content via the iTalk Solution (e.g. providing another user with access to your motion-triggered video Content), we have the right to provide that Content to third-parties designated by you, such as individuals whom you invite to join your iTalk Solution account via email. You acknowledge that by inviting such individuals, they will have the ability to access the camera view and other functions of the iTalk Solution. You represent and warrant that: (a) you own your Content or otherwise have the right to grant the licence set forth in this section;(b) transmitting your Content on or through the iTalk Solution does not and will not violate applicable law or the privacy rights, publicity rights, copyrights, copyright moral rights, trademark rights, contract rights or any other rights of any person or entity; and (c) you waive any and all worldwide moral rights that you may have in the Content. YOU ACKNOWLEDGE THAT WE ARE NOT LIABLE FOR ANY TRANSMISSION OF CONTENT BY YOU (INCLUDING WITHOUT LIMITATION PERSONALLY IDENTIFIABLE INFORMATION) IN VIOLATION OF APPLICABLE LAW, THIRD-PARTY TERMS, PRIVACY SETTINGS OR PRIVACY POLICIES. You acknowledge that iTalk does not have any control over the Content that passes through iTalk’s systems and networks through the iTalk Solution. iTalk is not responsible for monitoring your Content, and collects such Content automatically under your direction when providing the iTalk Solution to you. We may, but do not have any obligation to, remove any of the Content from the iTalk Solution in our sole discretion, including if we determine that it may violate another person’s privacy rights, publicity rights, intellectual property rights, this Agreement, any applicable third-party terms, or applicable law. You acknowledge that iTalk will have access to the Content as it is being transmitted via the iTalk Solution (and for a short period thereafter and may need to reformat or otherwise modify technical elements of the Content to make it more appropriately visualized) and will have access to the Content if it is being stored in your iTalk cloud storage account. You hereby represent that you have obtained and/or given, and during the Term covenant that you will obtain and/or give, all necessary rights and consents to allow iTalk to collect, process, use, store, disclose and transfer Content. iTalk’s provision of the iTalk Solution to you is specifically conditioned upon you obtaining such consents and approvals.  For more information regarding iTalk’s collection, use and sharing of information, please see our Privacy Policy, which is hereby incorporated into and governed by this Agreement.

12.Back-up

Motion-triggered video Content will be stored in the cloud for thirty (30) days. During that thirty (30) day period, you can view and download such Content any time. However, you understand that it is your sole responsibility to back-up your Content. You acknowledge and agree that after such thirty (30) day period and after termination of this Agreement, you may not have access to the Content via the iTalk Solution.

13.Data Ownership

We may collect usage data, meta data, performance data and other data related to how you use and interact with the iTalk Solution, including information verifying whether Content was successfully transmitted via the iTalk Solution (“Usage Data”), provided that such Usage Data will be aggregated, anonymized and will not identify you as the source of such Usage Data. To the extent we collect or generate Usage Data, it will be owned by us and we may use it for any lawful purpose.

14.Maintenance and Availability

iTalk provides 24x7 support in connection with the iTalk Solution in both English and Mandarin by calling 1-877-482-5503. The parties acknowledge that the iTalk Solution relies upon computer network-based services that may be subject to outages and delays. iTalk shall use its commercially reasonable efforts to diligently and promptly remedy any and all material interruptions within the iTalk Solution. We make no representation that the iTalk Solution will be available or permitted in any particular location. Use of the iTalk Solution is void where prohibited. iTalk may also impose limits on the use or access to the iTalk Solution as required by law.

15.Term and Termination

15.1.Term

Unless earlier terminated, this Agreement will begin on the Effective Date and will continue for as long as you have an active subscription to the iTalk Solution (the “Term”).

15.2. Duration and Non-Renewal or Cancellation of Subscription

iTalk currently offers three service plan options: (i) a two (2) year subscription, (ii) a one (1) year subscription, and (iii) a month-to-month subscription (the “Initial Subscription Term”). You will have the option to select from available subscription plans on the iTalk website. After the expiration of the Initial Subscription Term, the subscription will automatically renew for successive month-to-month periods (“Renewal Subscription Term”). The Initial Subscription Term and any Renewal Subscription Terms are collectively referred to herein as the “Subscription Term.” If you elect to cancel, or not to renew, a subscription, you must contact iTalk. iTalk reserves the right to suspend or terminate your access to the iTalk Solution and terminate this Agreement at any time upon notice to you, including without limitation if you are in violation of this Agreement. On any subscription, you are given a Trial Period of 30 days from the day that the app is first paired with the camera, or the 6th day of shipment or store pickup (“Activation Date”) to cancel service for a refund of the device fee, if any, and monthly service fee, and activation fee only. All other signup fees and taxes are non-refundable. To receive a refund of the device fee, if applicable, and monthly fee, and monthly activation fee, you must notify iTalk Support within 30 days of the Activation date, and return the device in its original condition. Please contact iTalk Support 877-482-5503 for instructions on product return. If you continue to use the iTalk Solution beyond the Trial Period, you are no longer eligible to receive a refund, and you will be responsible to fulfill the remainder of the subscription terms.

15.3.Effect of Termination

In no event shall termination of this Agreement or any subscription relieve you of the obligation to pay any Fees payable to iTalk for the period prior to the effective date of termination.  If you are on a two (2) year Initial Subscription Term and you cancel your subscription prior to the expiration of the Initial Subscription Term, you agree to pay a cancellation fee of $149 CAD per Product. If you are on a one (1) year Initial Subscription Term and you cancel your subscription prior to the expiration of the Initial Subscription Term, you agree to pay a cancellation fee of $124 CAD per Product. The introductory paragraphs and Sections 8-12, 15.3, 16, 17, 18 and 20-24 shall survive any termination or expiration. All other rights and obligations shall be of no further force or effect.

15.4.Plan Change and/or Bundled Services

Existing iTalk Global VoIP customers enjoy a camera device fee discount for bundled iTalk Solution and iTalk Global VoIP services. The base retail price of a camera device is $249 CAD. However, if you are an existing iTalk Global VoIP customer, then iTalk offers a one (1) year initial subscription term iTalk Solution and iTalk Global VoIP plan reducing the device fee to $125 CAD per camera, or a two (2) year initial subscription term iTalk Solution plan and iTalk Global VoIP reducing the device fee to $0.00 per camera. Should the customer cancel an existing iTalk Global VoIP service at any time, then the customer will be responsible to pay to iTalk the entire device discount that they received upon signing up for the iTalk Solution service. Upon iTalk Global VoIP cancelation, $124 CAD plan change fee for each device will be charged if the customer is on a one (1) year iTalk Solution plan, and a $249 plan change fee for each device will be charged if the customer is on a two (2) year iTalk Solution plan. Additional plan change fees may apply if the customer chooses to step down from the two (2) year plan to the one (1) year plan.

16.Warranties; Disclaimers

16.1.Limited Warranty

The Security Cameras shall be referred to herein as the “Products”. If the Products fail to conform to the respective Limited Warranties during the respective Warranty Periods, iTalk will repair or replace the Product(s), at its sole expense with a new Product or parts of equal or better quality, as its sole obligation and your sole remedy for such failure. Please contact iTalk Support 1-877-482-5503 to return the defective product(s) with a valid RMA. These Limited Warranties do not cover the following (collectively “Ineligible Products”): (i) products marked as “Beta,” “sample” or “Not for Sale”, or sold “AS IS”; (ii) products that have been subject to: (a) modifications, alterations, tampering, or improper maintenance or repairs; (b) handling, storage, installation, testing, or use not in accordance with any User’s Guide, Placement Guidelines, or other instructions provided by iTalk; (c) abuse or misuse of the product; (d) breakdowns, fluctuations, or interruptions in electric power or the telecommunications network; or (e) Acts of God, including but not limited to lightning, flood, tornado, earthquake, or hurricane; or (iii) all Solar Panels, accessories and components such as cover case, mount, charging cables or any non-iTalk branded hardware products, even if packaged or sold with iTalk hardware. These Limited Warranties do not cover consumable parts, including batteries, unless damage is due to defects in materials or workmanship of the product, or Software (even if packaged or sold with the product). iTalk recommends that you use only authorized service providers for maintenance or repair. Unauthorized use of the Products or Software can impair the Product’s performance and may invalidate these Limited Warranties.

16.1.a. Camera Limited Warranty

iTalk represents and warrants that, for a period of one year from the date of delivery (the “Cameras Warranty Period”) the Security Cameras will be free from material defects in materials and workmanship (the “Camera Limited Warranty”).

16.1. b. Solar Panel Limited Warranty

iTalk represents and warrants that, for a period of thirty (30) days from the date of delivery (the “Solar Panels Warranty Period”) the Solar Panels will be free from material defects in materials and workmanship (the “Solar Panel Limited Warranty”). Except as provided in Section 6, this Solar Panel Limited Warranty is an exchange only warranty, no refunds or credits to account will be given.

16.2.WARRANTY DISCLAIMERS.

EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE ITALK SOLUTION IS PROVIDED “AS IS” AND “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND WE HEREBY DISCLAIM ALL OTHER WARRANTIES AND CONDITIONS WITH RESPECT THERETO, EITHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, AND OF NONINFRINGEMENT OF THIRD-PARTY RIGHTS. WE DO NOT WARRANT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE ITALK SOLUTION, THAT THE FUNCTIONS CONTAINED IN OR PERFORMED OR PROVIDED BY THE ITALK SOLUTION WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE ITALK SOLUTION WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE ITALK SOLUTION WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE THAT WE GIVE SHALL CREATE A WARRANTY. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY.

17.Limitation of Liability

TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT SHALL ITALK BE LIABLE FOR PERSONAL INJURY, PROPERTY DAMAGE OR ANY INCIDENTAL, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE ITALK SOLUTION, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, OR OTHERWISE) AND EVEN IF ITALK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL ITALK’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES (OTHER THAN AS MAY BE REQUIRED BY APPLICABLE LAW IN CASES INVOLVING PERSONAL INJURY CAUSED BY ITALK) EXCEED THE GREATER OF (I) THE TOTAL AMOUNT THAT YOU PAID FOR THE ITALK SOLUTION IN THE TWELVE (12) MONTH PERIOD PRECEDING THE APPLICABLE CLAIM, OR (II) $1,000.00 CAD. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR CERTAIN TYPES OF DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU.

18.Compliance with Law

Each party shall comply with all applicable international, national, provincial, regional and local laws and regulations in performing its obligations and exercising its rights under this Agreement. You acknowledge that applicable laws in your jurisdiction may impose certain responsibilities on you and your use of the iTalk Solution, including without limitation laws, rules and regulations regarding: (i) the privacy of individuals, (ii) home security solutions, (iii) recording or sharing of Content. Depending on the jurisdiction, these laws may require that notice be given to or that consent be obtained from individuals prior to recording or sharing Content. You further acknowledge that it is solely your responsibility, and not the responsibility of iTalk, to ensure that you are in compliance with any such laws when you use the iTalk Solution. You may not use or otherwise export or re-export any part of the iTalk Solution except as authorized by Canada law and the laws of the jurisdiction in which the iTalk Solution was accessed. You agree not to export or re-export the iTalk Solution in violation of any applicable export control restrictions, laws or regulations.

19.Additional Terms for Mobile Applications

19.1.Mobile Applications

As part of the iTalk Solution, iTalk may make available Software to access the Services via a mobile device (each, a “Mobile Application”). To use any Mobile Application you must have a compatible mobile device. You may use mobile data in connection with the Mobile Applications and may incur additional charges from your wireless provider for these services. You agree that you are solely responsible for any such charges. iTalk hereby grants you a non-exclusive, non-transferable, revocable licence to use a compiled code copy of the Mobile Applications for one account on one mobile device owned or leased solely by you, for your own personal use. You may not: (i) modify, disassemble, decompile or reverse engineer the Mobile Applications, except to the extent that such restriction is expressly prohibited by law; (ii) rent, lease, loan, resell, sublicense, distribute or otherwise transfer the Mobile Applications to any third party or use the Mobile Applications to provide time sharing or similar services for any third party; (iii) make any copies of the Mobile Applications; (iv) remove, circumvent, disable, damage or otherwise interfere with security-related features of the Mobile Applications, features that prevent or restrict use or copying of any content accessible through the Mobile Applications, or features that enforce limitations on use of the Mobile Applications; or (v) delete the copyright and other proprietary rights notices on the Mobile Applications. You acknowledge that iTalk may from time to time issue upgraded versions of the Mobile Applications, and may automatically electronically upgrade the version of the Mobile Applications that you are using on your mobile device. You consent to such automatic upgrading on your mobile device, and agree that the terms and conditions of this Agreement will apply to all such upgrades. Any third-party code that may be incorporated in the Mobile Applications is covered by the applicable open source or third-party licence, if any, authorizing use of such code. The foregoing licence grant is not a sale of a Mobile Application or any copy thereof, and iTalk or its third-party partners or suppliers retain all right, title, and interest in the Mobile Applications (and any copy thereof).

19.2.Mobile Applications from Apple App Store

The following applies to any Mobile Applications you acquire from the Apple App Store (“Apple-Sourced Software”): You acknowledge and agree that this Agreement is solely between you and iTalk, not Apple, Inc. (“Apple”) and that Apple has no responsibility for the Apple-Sourced Software or content thereof. Your use of the Apple-Sourced Software must comply with the App Store Terms of Service. You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Apple-Sourced Software. In the event of any failure of the Apple-Sourced Software to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the Apple-Sourced Software to you; to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Apple-Sourced Software, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be solely governed by this Agreement and any law applicable to iTalk as provider of the software. You acknowledge that Apple is not responsible for addressing any claims of you or any third party relating to the Apple-Sourced Software or your possession and/or use of the Apple-Sourced Software, including, but not limited to: (i) product liability claims; (ii) any claim that the Apple-Sourced Software fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation; and all such claims are governed solely by this Agreement and any law applicable to iTalk as provider of the software. You acknowledge that, in the event of any third-party claim that the Apple-Sourced Software or your possession and use of that Apple-Sourced Software infringes that third party’s intellectual property rights, iTalk, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by this Agreement. You and iTalk acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of this Agreement as relates to your licence of the Apple-Sourced Software, and that, upon you acceptance of the terms and conditions of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement as relates to your licence of the Apple-Sourced Software against you as a third-party beneficiary thereof.

19.3.Mobile Applications from Google Play Store

The following applies to any Mobile Applications you acquire from the Google Play Store (“Google-Sourced Software”): (i) you acknowledge that this Agreement are between you and iTalk only, and not with Google, Inc. (“Google”); (ii) your use of Google-Sourced Software must comply with Google’s then-current Google Play Store Terms of Service; (iii) Google is only a provider of the Google Play Store where you obtained the Google-Sourced Software; (iv) iTalk, and not Google, is solely responsible for its Google-Sourced Software; (v) Google has no obligation or liability to you with respect to Google-Sourced Software or this Agreement; and (vi) you acknowledge and agree that Google is a third-party beneficiary to this Agreement as it relates to iTalk’s Google-Sourced Software.

20.Arbitration

Where permitted by law, any dispute, controversy or claim arising out of this Agreement will be settled by binding arbitration pursuant to the Commercial Rules (or Consumer Rules, to the extent applicable) of the Canada Arbitration Association (“Rules”) then in effect. Notwithstanding those Rules, the following provisions will apply to such arbitration: (a) the arbitration will be conducted by a single arbitrator, (b) the fees of the arbitrator(s) shall be equally borne (50/50) by the parties, and (c) the proceedings shall be in the English language and shall take place in Ontario, Canada or another location reasonably convenient to both parties. If, within thirty (30) days after one party makes a demand upon the other to proceed to arbitration, the disputing parties remain unable to agree upon selection of an arbitrator to resolve their dispute, then either party may request the Canada Arbitration Association to appoint an arbitrator to hear their dispute and the selection of an arbitrator by the Canada Arbitration Association shall be conclusive and binding upon the parties. The arbitrator shall reach a binding decision regarding the issues presented as it deems fair, reasonable and appropriate, and such decision shall have the full force and effect of a binding judgment, which may be entered in any court having proper jurisdiction. Each party may seek injunctive relief in any court of competent jurisdiction. You and iTalk agree to resolve any dispute in arbitration on an individual basis only, and not on a class or collective basis. The arbitrator shall have no authority to consider or resolve any claim or issue any relief on any basis other than an individual basis. If at any point this provision is determined to be unenforceable, the parties agree that this provision shall not be severable, unless it is determined that the arbitration may still proceed on an individual basis only.

21.Governing Law

This Agreement shall be governed by and interpreted in accordance with the provincial laws of Ontario and the federal laws of Canada applicable therein, without regard to any principles of conflict of laws.

22.Assignment

iTalk may freely transfer or assign this Agreement and any of its rights or obligations hereunder. You shall not assign this Agreement, directly or indirectly without the prior written consent of iTalk. Any such attempted assignment shall be void.

23.Modifications

We may modify the terms of this Agreement from time to time. Any modification shall be effective when we notify you of the modification (via an update delivered through the iTalk Solution or via email or other notification) and you signify your acceptance through your continued use of the iTalk Solution after such date.

24.Language

It is the express wish of the parties that this agreement and all related documents, including notices and other communications, be drawn up in the English language only. Il est la volonté expresse des parties que cette convention et tous les documents s’y rattachant, y compris les avis et les autres communications, soient rédigés et signés en anglais seulement.”

25.General

If any provision of this Agreement is held by a court of competent jurisdiction to be unenforceable for any reason, the remaining provisions hereof shall be unaffected and remain in full force and effect. The section titles in this Agreement are for convenience only and have no legal or contractual effect. Failure or delay in enforcing any right or provision of this Agreement shall not be deemed a waiver of such right or provision with respect to any subsequent breach. This Agreement constitutes the complete agreement between the parties and supersedes all prior or contemporaneous discussions, representations, and proposals, whether in writing or oral, with respect to the subject matter of this Agreement.

© iTalkBB Canada, Inc.

November, 2019

TERMS AND CONDITIONS OF ITALKBB HOME PHONE SERVICE

Latest Revision: September 23, 2019

This agreement ("Agreement") is between iTalk Global Communications Inc. ("iTalkBB") and an end user ("you," or "Customer") of iTalkBB Prime Residential Communications Services and any IP telephone, analog telephone adapter or any other IP connection device or related products or services ("iTalkBB Prime Services"). All iTalkBB Prime Services are governed by the terms and conditions of this Agreement.

ADDITIONAL OR CONFLICTING TERMS AND CONDITIONS ON ANY DOCUMENT RELATED TO THE SUBJECT MATTER OF THIS AGREEMENT ARE HEREBY REPLACED BY THIS AGREEMENT , PROVIDED THAT, ITALKBB OFFERS ALL FAMILY CLOUD USERS A MOBILE APPLICATION (“FAMILY CLOUD APP”) IF YOU USE THE FAMILY CLOUD APP PLEASE SEE THE FAMILY CLOUD APP TERMS AND CONDITIONS AND END USER LICENSE. FOR ALL ISSUES REALTING TO THE FAMILY CLOUD APP, THE FAMILY CLOUD APP TERMS AND CONDITIONS AND END USER LICENSE SHALL GOVERN ANY AND ALL SUCH ISSUE.

The iTalkBB Prime App is specifically designed to offer unique and exclusive features that are available to users by access to proprietary software hosted by iTalk BBBB. These software as a service (SaaS) features enable the customer to utilize a number of communication features not routinely available from telecommunications providers.

The rates and charges for the iTalkBB Prime Services, which may be found at www.italkbb.com, are effective as of August 15, 2013 and are subject to change. For your most current rates and charges, please see the most current version of the Agreement, or if you have questions about your services, please visit our website at www.italkbb.com.

Term

iTalkBB Prime Services is offered on a monthly basis beginning on the date Customer activates service and continues for the duration of that calendar month. The iTalkBB Prime Services is automatically renewed unless Customer provides iTalkBB notification of intent to terminate the iTalkBB Prime Services not less than thirty (30) days prior to effective date of termination as set forth in Section 7 below.

Emergency Services - 911 Dialing

The safety and security of customers is of the utmost importance to iTalkBB. iTalkBB is happy to announce that it now offers 911 Emergency Dialing Services to its customers utilizing the iTalkBB Prime Services. However, iTalkBB's Emergency Dialing Services are VoIP based services, and therefore, are subject to certain limitations and outage factors that are different from traditional 911 accesses. It is important that you read, understand and inform all residents and guests of these important limitations.

CUSTOMER ACKNOWLEDGES THAT THE SERVICES DO NOT SUPPORT TRADITIONAL 911 ACCESS TO EMERGENCY SERVICES. WHERE AVAILABLE, ITALKBB PRIME SERVICES DO INCLUDE E911 ACCESS TO EMERGENCY SERVICES, AND IN GEOGRAPHICAL AREAS WHERE E911 IS NOT AVAILABLE, ITALKBB PRIME SERVICES INCLUDE EMERGENCY DIALING. WHERE E911 IS AVAILABLE, A 911 CALL IS ROUTED DIRECTLY TO 911 DISPATCHERS. WHERE E911 IS NOT AVAILABLE, 911 CALLS ARE ROUTED TO GENERAL EMERGENCY TELEPHONE NUMBERS AND THE CALLER MAY BE REQUIRED TO VERBALLY STATE HIS OR HER ADDRESS. THE CALL IS THEN ROUTED TO THE APPROPRIATE EMERGENCY SERVICE DISPATCHER. ITALKBB ADVISES CUSTOMER TO MAINTAIN OR ACQUIRE AN ALTERNATIVE MEANS OF ACCESSING 911 SERVICES. YOU AGREE TO ADVISE ALL HOUSEHOLD RESIDENTS, GUESTS AND OTHER PERSONS WHO MAY BE PRESENT AT THE PHYSICAL LOCATION WHERE YOU UTILIZE THE SERVICE OF EACH OF THE LIMITATION OF THE ITALKBB EMERGENCY DIALING SERVICE AND OF AN ALTERNATIVE MEANS OF 911 DIALING.

IMPORTANT EMERGENCY DIALING LIMITATIONS: Customer understands and acknowledges that the iTalkBB Prime Services emergency dialing feature cannot be used in conjunction with an iTalkBB "Virtual Telephone Number". An iTalkBB Virtual Telephone Number is assigned to each customer. The number always includes an area code of 899. These Virtual Telephone Numbers are NOT loaded into national emergency databases and will not function to access emergency services. All customers must purchase a Public Switched Telephone Network (PSTN) traditional telephone number from iTalkBB in order to access iTalkBB Prime Emergency Services. Customer further acknowledges that iTalkBB Prime Services do not function with outdialing services including home security systems, medical monitoring equipment, fax machines or satellite television systems.

REGISTRATION OF PHYSICAL LOCATION REQUIRED:For each PSTN phone number that you use for the iTalkBB Prime Services, you must provide the physical location where you will be using the iTalkBB Prime Services. IF YOU FAIL TO PROVIDE A PHYSICAL ADDRESS TO ITALKBB, YOU WILL NOT BE ABLE TO UTILIZE 911 SERVICES AND YOU AGREE TO WAIVE ANY CLAIM OF LIABILTIY AGAINST ITALKBB. When you move the Equipment (Equipment refers to the iTalkBB Adapter sent to you by iTalkBB), you must register your new physical location with iTalkBB. All 911 calls are directed to emergency responders based upon the address you register with iTalkBB. If you move the Equipment and do not register the new physical location, emergency responders will be dispatched to your previous physical address.

SERVICE OUTAGES; BROADBAND OUTAGES; CONGESTION; AND SERVICE INTERRUPTION:iTalkBB Prime Services emergency dialing services will not function in the event of a power outage or other interruption to your electricity service until the power supply is fully restored. Following a power disruption, you may need to reset your Equipment before the iTalkBB Prime Services, including the emergency dialing service will function properly. Service outages or suspensions or terminations of service by your broadband provider or ISP will prevent the iTalkBB Prime Services, including the iTalkBB Prime Services emergency dialing service from functioning. Any interruption in your internet access will prevent you from placing 911 calls during the interruption. Broadband phone service is inherently subject to more network congestion and reduced speed in the routing of 911 calls than traditional 911 dialing over traditional public telephone networks. In the event that your iTalkBB Prime Services account is suspended or terminated for any reason, your iTalkBB Prime Services, including iTalkBB Prime emergency dialing service will not function.

DISCLAIMER OF LIABILITY AND INDEMNIFICATION:iTalkBB Prime Services does not control how 911 calls are answered or handled by any local emergency response center. iTalkBB Prime Services disclaims all responsibility for the actions and conduct of any and all national and local emergency response centers. iTalkBB Prime Services relies entirely upon third parties to route 911 calls to local and national emergency response centers. iTalkBB Prime Services disclaims any and all liability or responsibility in the event such third party data used to route the call is incorrect or produces an erroneous result. Neither iTalkBB nor its office , directors or employees may be held liable for any claim, damage or loss and you hereby waive any and all such claims or causes of action arising from or related to the iTalkBB Prime Services unless such claims arose from iTalkBB Prime Services’ gross negligence, recklessness or willful misconduct. You, on your own behalf and on behalf of any third party, hereby agree to defend, indemnify and hold harmless iTalkBB, its officers, directors, employees and agents from and against any and all claims, losses, damages, fines, penalties, costs and expenses (including attorneys' fees) relating to the absence, failure or outage of the iTalkBB Prime Services, including the iTalkBB emergency dialing service or access to emergency service personnel.

CANCELLATION OR TERMINATION OF SERVICE: If you cancel your iTalkBB Prime Services or, if iTalkBB terminates your iTalkBB Prime Services for any reason, you will no longer have access to 911 Emergency Dialing Services.

911 dialing from the iTalkBB Prime App. The iTalkBB Prime App is not a replacement of your cellular service, you cannot make emergency (911) calls using the iTalkBB Prime App. if you attempted to make a 911 call from the iTalkBB Prime App, the App will close and the call will be placed your cellular provider’s network. This does not prevent you from making emergency calls via your cellular provider. If you make a 911 call on your cellular phone neither your iTalkBB Prime phone number nor your location will be reported to an emergency operator.

UNDERSTANDING, ACKNOWLEDGEMENT AND ALTERNATIVE 911 SERVICE:You hereby acknowledge your understanding of the limitations of the iTalkBB Prime Services and iTalkBB Prime App emergency dialing services described above. In the event that you are not completely comfortable with the limitations of the iTalkBB Prime Services and iTalkBB Prime App service, including the iTalkBB Prime emergency dialing service, you should immediately take action to acquire an alternative means to access 911 services or you should immediately terminate the iTalkBB Prime Services or iTalkBB Prime App

Incompatibility with Other Devices

You acknowledge that iTalkBB Prime Services may not be compatible with all non-voice communications equipment, including without limitation, home security systems, TTY, medical monitoring equipment, certain versions of TIVo, satellite television systems, PBX, Centrex, other private telephone networks, or computer modems. You waive any claim against iTalkBB Prime Services for interference with or disruption of these services and equipment, as well as any claim that iTalkBB Prime Services is responsible for any disruption of your business, if applicable.

While iTalkBB Prime Services may work with a home alarm system, iTalkBB does not recommend it. If for any reason you lose broadband connectivity due to a power outage or problem with your Internet provider, iTalkBB Prime Services will not work and your alarm system will not be able to make an emergency call. For this reason, iTalkBB recommends you keep a basic landline dedicated to your home alarm system and use iTalkBB Prime Services for your other calling needs.

Equipment and Devices (Do we need this paragraph?)

To provide iTalkBB Prime Services, iTalkBB Prime Services may provide equipment or IP devices to you ("Equipment"). All shipments are F.O.B. iTalkBB's facilities. You shall be the owner of the Equipment, and bear all risk of loss for theft, casualty, or damage to the Equipment. Customer agrees not to change any serial number or Equipment identifier, or to alter any Equipment without the express written consent of iTalkBB. iTalkBB reserves the right to terminate Customer's service should you tamper with the Equipment and you will be responsible for all charges in the then current service period plus Early Termination and Deactivation Fee. You agree and acknowledge that you will use the Equipment provided to you by and from iTalkBB. iTalkBB reserves the right to suspend and cancel your service where you failed to use the Equipment provided by iTalkBB.

If you copy or alter any iTalkBB Prime firmware of software of the Equipment or the iTalkBB Prime App in any way that facilitates a compromise of iTalkBB Prime Services, you shall be responsible for any cost or damage incurred by iTalkBB Prime Services. If you use the iTalkBB Prime App, you are granted a limited, not exclusive, revocable license sole for your use of the application. You are not allowed to remove, alter, or destroy, any proprietary trademark or copyright marking placed upon or contained within the iTalkBB Prime App software. You shall not attempted to derive the iTalkBB Prime App software source code.

Money Back Guarantee - Trial Period - Cancellation Policy (Do we need this paragraph?)

iTalkBB Prime offers a thirty (30) day trial period ("Trial Period") to new Customers for their first iTalkBB Prime Services account. The Trial Period commences on the "Activation Date". The Activation Date is the first to occur of the date that is seven (7) days after the date customer signs up for iTalkBB Prime Services or the date Customer places the first call on the iTalkBB Prime Services. If Customer is not satisfied with the iTalkBB Prime Services, Customer may terminate the iTalkBB Prime Services at any time during the Trial Period and obtain a refund of the monthly service fees or activations charges if applicable. The Trial Period refund does not apply to toll usage (charges for calls to any country or region that is not included in an unlimited calling plans selected by Customer) or any local, state or federal taxes charged to Customer If customer does not send the iTalkBB Prime Adapter to iTalkBB Cancellation Department within 7 days after calling to terminate service, or if iTalkBB does not receive return packages within 15 days after cancellation date a Deactivation Fee at amount of $59.99 will apply. To obtain a Trial Period refund, Customer must: (a) Call iTalkBB within thirty (30) days of the Activation Date at 1-877-482-5503 and obtain an Equipment return authorization and return address from iTalkBB's customer care department, and (b) Mail the Equipment to iTalkBB within seven (7) days after calling to terminate service (parcel must be post marked within the seven (7) day period) in its original condition including, all packing materials with bar codes intact, all parts and accessories, documentation and manuals and all other items originally shipped to Customer. Equipment returned to our local offices will not be processed. If iTalkBB does not receive the returned Equipment within fifteen (15) days after the termination date, no refunds will be made to Customer, the Deactivation Fee of $59.99 will not be refunded to Customer. Upon receipt of the Equipment by iTalkBB, the amount of the Trial Period refund will be calculated based on the usage by Customer during the Trial Period as follows: (a) Customers using fewer than 500 minutes during the Trial Period will receive a refund of Activation Fee if applicable; plus the full amount of the Monthly fees previously charged to customer's credit card. The Shipping and Handling Fee is not refundable, and (b) Customers using 500 or more minutes during the Trial Period will receive a refund of Activation Fee if applicable; the Shipping and Handling fee is not refundable. No monthly fee is refunded to Customers using 500 or more minutes prior to termination. No charges for toll calls are refunded to any customer at any time. Early Termination fees do not apply if Customer terminates service during the Trial Period and all conditions of this Section 4 are satisfied. Early Termination fees do not apply if Customer terminates a non-contract plan at any time and all conditions of this Section 4 are satisfied.

iTalkBB Prime Services - Usage

iTalkBB Prime Reasonable Residential Use Policy

iTalkBB Prime Services has developed the following Reasonable Residential Use Policy to describe permissible uses of its service, and to prevent exploitation, fraud, and abuse of its unlimited calling plans and features. This policy is applicable to all iTalkBB Prime Services.

Reasonable Residential Use

Unless Customer purchases iTalkBB Prime Services Small Business Plan, Customer acknowledges that he or she has purchased residential services and features under one of iTalkBB Prime Services’ plan offerings ("Plan") for Customer's personal, residential, non-business and non-professional use. Customer agrees that iTalkBB's iTalkBB Prime Services is intended for use by Customer and his or her immediate family. If your Plan allows you to extend the service or feature(s) to one or more mobile, land or VoIP numbers, such use is also considered to be use under the Plan and subject to iTalkBB Prime Services’ Reasonable Residential Use Policy.

Impermissible Use(s)

Each of the following is considered to be outside normal residential use:

• use by or for others who are not members of Customer's immediate family residing in Customer's home
• business use of any type, including home office businesses
• operating a customer care, support or call center
• resale to others
• auto-dialing or fax/voice blasts
• telemarketing
• all other non-residential uses

Monthly usage which is 30% higher than the average usage by iTalkBB Prime residential customers is considered unusual and excessive usage and is subject to evaluation by iTalkBB. In addition, usage involving specific numbers called, average call durations, forwarding and transferring, conferencing and unusually short duration calling, constitute impermissible use(s) of iTalkBB Prime Plan Services.

Based on these factors, iTalkBB may determine that abnormal, unreasonable or impermissible usage is occurring, and may take appropriate steps including but not limited to suspend or terminate your service to enforce this Reasonable Residential Use Policy.

For Lawful and Appropriate Purposes Only

You may not use our service or devices in any way that is illegal, fraudulent, improper or inappropriate. You may not use any automated means to manipulate our service or use our service to violate any law, rule, regulation or any third party's intellectual property or personal rights. This section and iTalkBB's enforcement provisions shall apply to all iTalkBB Plans, including, without limitation, the iTalkBB Prime Small Business Plan.

iTalkBB's Enforcement of its Policies

iTalkBB reserves the right to review and evaluate all customer accounts and to take action if an account is outside of its Reasonable Residential Use Policy or involves impermissible, detrimental or unlawful use. iTalkBB may assess abnormal usage based on comparisons to the usage patterns and levels of our other customers. If any customer's use is determined by iTalkBB Prime Services, in its sole discretion, to be outside of its Reasonable Residential Use Policy, iTalkBB reserves the right to transfer the customer's account to an appropriate business Plan, charge more appropriate rates for actual usage or to suspend or terminate service with or without notice. If any customer's use is determined to be unlawful, iTalkBB will immediately suspend or terminate the service with or without notice. iTalkBB will notify all proper authorities of any illegal use of iTalkBB's iTalkBB Prime Services and will cooperate with all such authorities regarding investigation and prosecution. iTalkBB hereby reserves all of its legal rights

Changes

iTalkBB reserves the right to change its Reasonable Residential Use Policy at any time without notice. Any such changes shall become effective when posted to iTalkBB's websites.

Billing, Charges and Payment

Credit Card Payment.Upon purchase, Customer must provide iTalkBB a valid credit card number from an accepted issuer (see iTalkBB's website for accepted issuers). Customer authorizes iTalkBB to charge the credit card number ("Credit Card") for all charges arising from Customer's use of the iTalkBB Prime Services. Customer shall notify iTalkBB of any change to the Credit Card information including, without limitation, changes in account number, expiration date and billing address.

Invoicing.iTalkBB will provide Customer with a monthly on-line invoice for iTalkBB Prime Services and bill all charges invoiced to Customer's account to the Credit Card. Charges shall include, Equipment purchases, monthly service fees, usage fees, shipping charges, Early Termination Fees, toll charges, taxes , regulatory/regulatory recovery fees and all other applicable charges. Monthly service fees are paid in advance of each month's iTalkBB Prime Services. Toll charges and other applicable charges are billed at the end of each service month. Deposits, if applicable, are charged at the time of purchase and are invoiced whenever the deposit is reduced by usage to $6.00 dollars. iTalkBB reserves the right to charge Customer's Credit Card at any time during a service month if Customer's toll charges exceed $24.00 dollars. Billing for monthly service fees, deposits and other applicable charges commences upon purchase of iTalkBB Prime Services, and the first month's monthly service fees will be prorated to take into account any partial month of iTalkBB Prime Services. Activation occurs when Customer's Equipment is registered to iTalkBB's systems ("Activation").

Toll Charges. All calls to or from Equipment (or to or from iTalkBB Prime App)using the iTalkBB Prime Services that originates or terminates in the Public Switched Telephone Network ("PSTN") is subject to the then applicable toll charges that are associated with the service plan Customer has selected. All calls to destinations outside the United States to a party that is not an iTalkBB Prime Services Customer will be charged at the then current international rates published on iTalkBB's website. The duration of each call will be calculated in one minute increments.

Telephone Numbers.Any telephone number provided to Customer by iTalkBB Prime Services shall be leased and not sold. Customer may not use such number with any other devise other than the Equipment (or the iTalkBB Prime App) with the express prior written consent of iTalkBB Prime Services. iTalkBB reserves the right to change, cancel or move the number in its sole discretion. The availability of all China DID numbers is subject to and dependent upon the network facilities and regulatory environment in China. iTalkBB Prime Services cannot guarantee connection to any China DID from all cities and regions in China. iTalkBB Prime Services further cannot guarantee uninterrupted service on China DIDs.

Billing Disputes.Customer must dispute any charges for the iTalkBB Prime Services within thirty (30) days of receipt of the monthly on-line invoice. Customer understands and agrees that Customer's failure to dispute any charges with the thirty (30) day time period constitutes a waiver of all claims to any dispute.

Late Payment - Non-Payment. If any charges for iTalkBB Prime Services are due but unpaid for any reason including, without limitation, non-payment or declined Credit Card charges, iTalkBB may suspend or terminate the iTalkBB Prime Services and all accrued charges shall immediately be due and payable, to include a late fee of the lesser of 1.5% monthly or the maximum allowed by law. If charges cannot be processed to the Credit Card, Customer will be charged a fee of ten dollars ($10.00). Neither suspension nor termination shall relieve Customer from the obligation to pay all amounts owing under this Agreement.

Automatic Renewal of Global Annual Plans.On or about the Anniversary Date of any Global Annual Plan the plan will be automatically renewed for an additional one year term by charging Customers credit card of record, unless not less than thirty (30) days prior to the Anniversary Date, Customer provides iTalkBB notice of Customer's desire to cancel service or change to a different calling plan or payment plan.

Applicable Regulatory Fees, Surcharges, System Access Charges, Customer Equipment Maintenance/ Management Charges, and Intellectual Property/Legal Compliance Fees.Federal, state, provincial, county, municipal and local governments may assess regulatory fees, contribution fees, emergency dialing charges, surcharges and other compliance fees on your iTalkBB Prime Services. Independent third party providers may charge regulatory and administrative fees, legal/intellectual property compliance charges, equipment maintenance and management fees, surcharges and access fees for services that iTalkBB Prime is required to pay in order to enable your access to global public telecommunications networks. iTalkBB Prime Services may assess network access fees in applicable markets. These charges may be assessed to you as a flat monthly fee, a percentage of your iTalkBB Prime monthly service charges or both, and may change from time to time without notice. You are responsible for all such fees and charges, now in force or enacted in the future, that arise from your subscription for iTalkBB Prime Services. Such charges are in addition to your iTalkBB Prime Services charges and will be charged to your account according to the plan or payment method you have selected. Applicable portions of such fees and charges are paid to governmental agencies, third parties or retained by iTalkBB to offset applicable costs associated with your subscription for iTalkBB Prime Services. No such fees or charges shall be included in any refund under this Agreement. Applicable Federal Universal Service Funds are included in such fees and charges but in no event is any customer charged more Federal Universal Service Funds fees than allowed by the Federal Communications Commission.

These fees and charges do not include applicable state, county, city or special district sales taxes. All applicable sales taxes are added to your monthly or annual billing (see FAQs below). iTalkBB collects these sales taxes from you and pays them over to the appropriate taxing authority.

Several from the FAQs on the customer self-service page that do not mention sales tax will be applied….

Why do I have multiple charges on one monthly bill?

Here are some possibilities:

For new customers, your credit card has been charged with activation fee and shipping and handling fee during sign up. When you use your iTalkBB Prime Services for the first time, the monthly fee and "Applicable Regulatory/Compliance Fees and Charges" for the first month is automatically charged. Therefore, you will see 2 charges on your credit card statement during the first month.

For all the unlimited calling plan users, iTalkBB Prime Services will make one charge at the beginning of the month which includes current monthly fee, "Applicable Regulatory/Compliance Fees and Charges", and applicable international long distance charge from the previous month. Within one billing cycle, if your long distance charge exceeds $20.00, your credit card will be automatically charged for $20.00 before the next billing cycle.

If you are not an unlimited calling plan user, your credit card will be charged for the monthly fee and Applicable Regulatory/Compliance Fees and Charges when the account is established. Starting from the second billing cycle, your monthly payment will include monthly fee, Applicable Regulatory/Compliance Fees and Charges, and the applicable local/domestic long distance/ international long distance charge from the previous month. Within one billing cycle, if your local/domestic long distance/international long distance charge exceeds $20.00, your credit card will be automatically charged for $20.00 before the next billing cycle.

What is the Applicable Regulatory/Compliance Fees and Charges?

The iTalkBB Prime Services Applicable Regulatory/Compliance Fees and Charges is an additional charge over and above the basic fee for your iTalkBB Prime Services. iTalkBB uses this fee to pay our regulatory-related fees and expenses, including federal, state and local telecommunications regulatory fees and charges, emergency dialing fees, access charges for US and foreign publicly switched networks, intellectual property and network confidentiality charges, number portability charges, and related legal and administrative fees. It is $3.95 per phone number per month. If you are an annual plan participant user, you will be charged the annual amount of iTalkBB Prime Services Applicable Regulatory/Compliance Fees and Charges upon your sign up and on each annual anniversary.

How much is the iTalkBB Service Applicable Regulatory/Compliance Fees and Charges?

It is $3.95 per phone number per month.

What fees are included in the "Applicable Regulatory/Compliance Fees and Charges"?

Applicable Regulatory/Compliance Fees and Charges include Federal, state, provincial, county, municipal and local government’s regulatory fees, contribution fees, emergency dialing charges, surcharges and other compliance fees accessed by such government entities on your iTalkBB Prime Services. Independent third party providers may charge regulatory and administrative fees, legal/intellectual property compliance charges, equipment maintenance and management fees, surcharges and access fees for services that iTalkBB Prime Services is required to pay in order to enable your access to global public telecommunications networks. may assess network access fees in applicable markets. These charges may be assessed to you as a flat monthly fee, a percentage of your iTalkBB Prime Services monthly service charges or both, and may change from time to time without notice. Such charges are in addition to your iTalkBB Prime Services charges and will be charged to your account according to the plan or payment method you have selected. Applicable portions of such fees and charges are paid to governmental agencies, third parties or retained by iTalkBB to offset applicable costs associated with your subscription for iTalkBB Prime Services.

What are my monthly recurring costs?

Your recurring monthly charges will include the monthly fee of the iTalkBB Prime Services plan you have chosen, plus Applicable Regulatory/Compliance Fees and Charges, which will be collected with a flat $3.95 monthly fee or a percentage of your iTalkBB Prime Services monthly service charges.

How are the Applicable Regulatory/Compliance Fees and Charges billed to the Customer?

Monthly plan customers will be charged on monthly basis for plan fees. The $3.95 flat fee will appear as a separate item from service charges in the iTalkBB Prime Services statement. However, it will only show the total of these two amounts in customer's credit card statement. Annual plan customers are to be charged upon signup or renewal.

What are Telecommunications sales taxes?

In June 2018 the United States Supreme Court decided the case Wayfair vs. South Dakota. In that decision the Supreme Court changed the law and the new law requires online sellers, like Amazon, eBay, Wayfair, Etsy, and iTalkBB Prime Services to collect sales taxes in most US States. iTalkBB is required to collect these sales taxes from you and pay them over to the appropriate taxing authority. iTalkBB will begin collecting and paying sales taxes to taxing authorities in certain states on December 1, 2018 for states that have made the new law effective by that date. iTalkBB will collect sales taxes from customers in other states as the new law becomes effective in those states.

Credits.Customer acknowledges and agrees that the iTalkBB Prime Services are provided "as is, where is". No credit allowances shall be made for interruption of iTalkBB Prime Services.

Promotions.iTalkBB Prime Services may, in its sole discretion, from time to time offer promotions or discounts on fees. Customer must enter any promotion or discount codes upon initial purchase of the iTalkBB Prime Services to take advantage of such discounts.

Termination of Service

iTalkBB reserves the right to suspend or discontinue providing the iTalkBB Prime Services or Customer's Service at any time in its sole discretion. If the iTalkBB Prime Services is terminated by iTalkBB in its sole discretion and for any reason other than a breach or action of Customer, you will be liable for all charges accrued through the date of termination. If the iTalkBB Prime Services is terminated as a result of a breach or other action of Customer, you will be liable for the entire month in which the termination occurs. In addition, unbilled charges and Early Termination and Deactivation Fees as set forth in below (See Early Termination and Deactivation Fees) shall be immediately due and payable.

If you stop utilizing your iTalkBB Prime App or delete the App from you cellular phone, you HAVE NOT CANCELLED OR TERMINATED YOUR ITALKBB PRIME SERVICE. IN ORDER TO TERMINATE YOUR ITALKBB PRIME SERVICE YOU MUST FOLLOW THE CANCELLATION PROCEDURES SET FORTH IN THESE TERMS AND CONDITIONS.

Early Termination and Deactivation Fee

For contract plans, if the Customer terminates the iTalkBB Prime Services within contract term after the Activation Date and after expiration of the Trial Period, iTalkBB shall charge an Early Termination Fee to Customer's credit card in the amount of $99.00. All Customers that terminate the iTalkBB Prime Services will be charged on their credit card a Deactivation Fee in the amount of $59.99. The Deactivation Fee will be waived if you return your Equipment to iTalkBB as follows: (a) Call iTalkBB at 1-877-482-5503 to obtain an Equipment Return Authorization from iTalkBB's Customer Care Department, and (b) Mail the Equipment to iTalkBB within seven (7) days after calling to terminate the service (parcel must be post marked within the seven (7) day period) in its original condition including, all packing materials with bar codes intact, all parts and accessories, documentation and manuals and all other items originally shipped to Customer. Send Equipment to our Return Department at 7926 Jones Branch Drive, Ste. 120, McLean, VA 22102 USA. Equipment returned to our local offices will not be processed. If iTalkBB does not receive the returned Equipment within fifteen (15) days after the termination date, the Deactivation Fee will be charged.

If a promotional or plan benefit (such as free months or discounted pricing of service, free installation, rebate, or other incentive) is provided to you at no charge or at a specified discount based on your retention of the iTalkBB Prime Services for a specific length of time, the specified period begins on the Activation Date (unless otherwise specified in the offer you received). If you terminate your iTalkBB Prime Services before that period of time expires, you will be invoiced for the amount equal to the promotion or benefits you enjoyed.

Charges for Changes in Plans

iTalkBB will charge Customer's credit card a Plan Change Fee in the amount of $29.99 if Customer chooses to change Plan from any plan with a Monthly Fee of $10.00 or more per month to any plan with a Monthly Fee less than $10.00 per month.

Changes to the Agreement, iTalkBB Prime Services or Plan

iTalkBB reserves the right to change the Agreement, iTalkBB Prime Services or Plan at any time ("Change"). Changes will be posted on iTalkBB's website thirty days before the effective date of the Change. Notice is deemed received by Customer and Changes will be binding on Customer on the effective date of such Change. Customer is deemed to have accepted the Change(s) unless Customer terminates the iTalkBB Prime Services prior to the effective date of the Change. If Customer elects to terminate the iTalkBB Prime Services, Customer will be liable for all amounts due and an Early Termination Fee or Deactivation Fee, if applicable.

Technical Support

iTalkBB provides technical support for iTalkBB Prime Services and Equipment described in this Agreement during its normal business hours.

Limitation of Liability, Warranty and Indemnification

DISCLAIMER OF DAMGAES. ITALKBB SHALL NOT, IN ANY EVENT OR CIRCUMSTANCE, BE LIABLE FOR ANY SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES INCLUDING, WITHOUT LIMITATION, LOST REVENUES OR PROFITS, LOSS OF DATA OR CONTENT, OR ARISING OUT OF 911 OR OTHER EMERGENCY DIALING IN CONNECTIONS WITH CUSTOMER'S USE OF THE SERVICES OR EQUIPMENT PROVIDED UNDER THIS AGREEMENT.

ITALKBB MAKES NO EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY ABOUT ITS SERVICES OR EQUIPMENT AND DISCLAIMS ANY IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION, WARRANTIES OR IMPLIED WARRANTIES OF MECHANTABILITY OR FITNESS FOR A PARTICLUAR PURPOSE OR USE. ITALKBB HAS NOT AUTHORIZED ANY PERSON OR ENTITY TO MAKE WARRANTIES ON ITS BEHALF AND CUSTOMER MAY NOT RELY ON ANY STATEMENT AS A WARRANTY BY ITALK.

Liability.iTalkBB will not be liable for any failure of performance due to any causes beyond its control or for any power outage, internet interruption, Equipment failure, and delay in installation, activation or commencement of iTalkBB Prime Services. With respect to any other legal claim or dispute, iTalkBB's liability shall be limited to the lesser of actual damages or one thousand dollars $1,000. iTalkBB will not be liable for any act or omission by any other person or entity furnishing services or products related to the iTalkBB Prime Services or Equipment or for damages associated with service or equipment that iTalkBB does not provide.

Indemnification.Customer hereby agrees to indemnify and hold harmless iTalkBB and its officers, directors, shareholders and affiliates from and against any and all claims, damages and/or liability arising out of the iTalkBB Prime Services or Equipment, including, without limitation, claims for libel, slander, invasion of privacy or infringement of copyright arising out of material, data or information transmitted via the iTalkBB Prime Services and claims arising out of any intentional act or omission by Customer or others authorized by Customer to use the iTalkBB Prime Services.

Governing Law and Dispute Resolution

Governing Law.This Agreement shall be governed by the laws of the State of Texas without regard to conflict of law provisions of any other state or jurisdiction. Customer hereby consents to exclusive personal and subject matter jurisdiction of the courts of the State of Texas.

Mandatory and Binding Arbitration.All claims or disputes between Customer and iTalkBB arising in any way whatsoever out of the iTalkBB Prime Services or the Equipment shall be resolved by binding and final arbitration by a single arbitrator. The American Arbitration Association shall administer the arbitration under the Commercial Arbitration Rules. The arbitration shall be conducted in Austin, Texas in English language. No arbitrator may award relief outside the limits set herein. Customer agrees that all claims shall be in Customer's individual capacity and that Customer will not commence or join any class or consolidate Customer's claim with the claims of any person or persons. Customer hereby waives any right to a jury trial.

Copyrights

All software utilized or provided by iTalkBB in connection with the iTalkBB Prime Services or Equipment shall be and at all times remain sole property of iTalkBB and are protected by all applicable intellectual property rights laws, including, without limitation, copyright laws and international treaties.

Force Majeure

iTalkBB shall not be liable for any delay in performance caused by acts of God, natural disasters, accidents, strikes, riots, war, government actions, equipment or power failures or any other cause beyond its control.

Assignment

Customer may not assign or transfer this Agreement or its obligations hereunder in whole or in part. iTalkBB may assign this Agreement at in time and in its sole discretion.

Entire Agreement

This Agreement constitutes the entire understanding and agreement between iTalkBB and Customer and supersedes all prior written or oral agreements related in any way to the subject matter hereof.

Updated: September 23, 2019

Copyright iTalk Global Communications, Inc.2019

TERMS AND CONDITIONS OF ITALKBB CHINESE TV SERVICE

iTalkBB Chinese TV

This agreement ("Agreement") is between iTalkTV Hong Kong Limited("iTalk HK") and an end user ("you," or "Customer"). iTalk Global Communications, Inc. is the Exclusive Authorized Sales Agent for all iTalk HK IPTV products and services in North America ("Agent"). Under a license agreement between Agent and iTalk HK, the brand name "iTalkBB Chinese TV" shall be used to identify iTalk HK and all IPTV services offered in North American by iTalk HK through Agent, including any connection device or equipment related to such service ("Service"). All Services are governed by the terms and conditions of this Agreement. It is understood and agreed that Agent is authorized by iTalk HK to provide any and all marketing, sales, billing, customer service and technical services related to the Service. Agent has no control over Service content or any intellectual property rights or obligations relating to such content.

ADDITIONAL OR CONFLICTING TERMS AND CONDITIONS ON ANY DOCUMENT RELATED TO THE SUBJECT MATTER OF THIS AGREEMENT ARE HEREBY REPLACED BY THIS AGREEMENT.

The rates and charges for the Service, which may be found at www.italkbb.com, are effective as of August 15, 2013 and are subject to change. For your most current rates and charges, the most current version of the Agreement, or if you have questions about your services, please visit our website atwww.italkbb.com.

Term

Service is offered on a monthly or an annual basis beginning on the date Customer activates service and continues for the duration of term described in the Service Plan selected by Customer. The Service is automatically renewed for the same Plan and Term unless Customer provides iTalkBB Chinese TV or its Agent notification of intent to terminate the Service prior to the end of a service month for a monthly Plan or not less than thirty (30) days prior to anniversary date of an annual Plan.

Authorized User, Use and Responsibility

Customer acknowledges that he or she has legal authority to enter into this Agreement and affirms that the information Customer supplies are accurate and complete. Customer understands that iTalkBB Chinese TV and its Agent rely on the information Customer supplies and that incorrect information may cause provisioning or delivery delays or suspension or termination of Service. Neither iTalkBB Chinese TV nor its Agent shall be responsible for such delays, suspension or termination. Customer agrees to promptly notify iTalkBB Chinese TV or its Agent of any change in Customer's billing or personal information.

Equipment – Deposit - Repair

To provide Services, iTalkBB Chinese TV or its Agent will provide a Set-Top Box and related equipment required to receive the Service ("Equipment"). All shipments of Equipment are F.O.B. iTalkBB Chinese TV's shipping facilities. Customer agrees to pay Shipping and Handling Fees for Equipment shipped to Customer.

For customers in Canada, iTalkBB Chinese TV:

You shall be the owner of the Equipment when it is shipped from iTalkBB Chinese TV's facility, and bear all risk of loss for theft, casualty, or damage to the Equipment from the time it is shipped to you until the time (if applicable) that it is returned by you and accepted by iTalk. There is no equipment deposit when subscribing for Services. iTalkBB Chinese TV will charge all Customers a Deactivation Fee in the amount of $69.99 when Customer disconnects the Service for any reason or iTalkBB Chinese TV terminates the Service under the terms of this Agreement. If Customer returns the Equipment to iTalkBB Chinese TV and the Equipment is accepted by iTalkBB Chinese TV, the Deactivation Fee will be waived by iTalkBB Chinese TV. iTalkBB Chinese TV or its Agent will repair or replace defective Equipment if such defect is not caused by misuse, abuse or improper operation by Customer. Customer agrees not to change any serial number or Equipment identifier, or to alter any Equipment without the express written consent of iTalkBB Chinese TV or its Agent. Customer is responsible to acquire at his or her sole expense all other equipment, devices, circuits, bandwidth, cable or wireless services or other devices or systems required by Customer to receive the Services. iTalkBB Chinese TV or its Agent reserve the right to terminate Customer's service if you tamper with the Equipment and you will be responsible for all charges in the then current service period plus an Early Termination Fee and Deactivation Fee. iTalkBB Chinese TV will repair or replace defective Equipment if such defect is not caused by misuse, abuse or improper operation by Customer. Customer shall pay Shipping and Handling fees for all shipping related to equipment and accessories.

Service - Usage

Customer acknowledges that he or she has purchased Service under the plan selected by Customer ("Plan") for Customer's normal, personal, residential, non-business and non-professional use. iTalkBB Chinese TV and its Agent reserve the right to immediately terminate Customer's Service, if iTalkBB Chinese TV or its Agent determines, in its sole discretion, that Customer is using the Service for purposes other than normal residential purposes. Customer agrees to use the Service and Equipment only for lawful purposes. Customer agrees not to use the Services for any communication of any kind which in iTalkBB Chinese TV or its Agent's sole discretion would constitute a criminal offense or otherwise constitute a violation of any local, state, federal or international law or encourage conduct which would violate any such law. Customer may not resell or transfer the Services or the Equipment to any other person without the prior written consent of iTalkBB Chinese TV or its Agent, which consent may be withheld in iTalkBB Chinese TV or its Agent's sole discretion.

Billing, Charges and Payment

Credit Card Payment. Upon purchase, Customer must provide iTalkBB Chinese TV or its Agent a valid credit card number from an accepted issuer. Customer authorizes iTalkBB Chinese TV or its Agent to charge the credit card number ("Credit Card") for all charges arising from Customer's use of the Services. Customer shall notify iTalkBB Chinese TV or its Agent of any change to the Credit Card information including, without limitation, changes in account number, expiration date and billing address.

Service Fee.After subscription for the Service, Customer will be charged a Service fee on the Credit Card.

Invoicing.iTalkBB Chinese TV or its Agent will provide Customer with a monthly on-line invoice for Services and bill all charges invoiced to Customer's account to the Credit Card. Charges shall include monthly/annual service fees, other usage fees, shipping/handling charges, applicable fees, surcharges, system access fees, and all other applicable charges. Such charges are in addition to your iTalkBB Chinese TV service charges and will be billed to your account according to the plan or payment method you have selected. No such fees or charges shall be included in any refund under this Agreement.

All additional Services ordered by Customer will be charged on the Credit Card at the end of each of each service month. Billing for monthly/annual Service fees and other applicable charges commences upon purchase of Services, and the first month's monthly Service fees will be prorated to take into account any partial month of Service. Activation occurs when Customer's Equipment is registered to iTalkBB Chinese TV's systems or five (5) days after the date customer signs up for iTalkBB Chinese TV service, whichever occurs first ("Activation").

Billing Disputes.Customer must dispute any charges for the Services within thirty (30) days of receipt of the monthly on-line invoice. Customer understands and agrees that Customer's failure to dispute any charges with the thirty (30) day time period constitutes a waiver of all claims to any dispute.

Late Payment - Non-Payment.If any charges for Services are due but unpaid for any reason including, without limitation, non-payment or declined Credit Card charges, iTalkBB Chinese TV or its Agent may suspend or terminate the Services and all accrued charges shall immediately be due and payable, to include a late fee of the lesser of 1.5% or the maximum allowed by law. If charges cannot be processed to the Credit Card, Customer will be charged a fee of ten dollars ($10.00). Neither suspension nor termination shall relieve Customer from the obligation to pay all amounts owing under this Agreement.

Automatic Renewal.Monthly Service Plans are automatically renewed for the same Plan at the then prevailing subscription fee for an additional month unless Customer provides notice of cancellation prior to the end of any Service month. On or about the anniversary date of any annual Service Plan the plan will be automatically renewed for an additional one year term at the then prevailing annual Plan subscription fee by charging Customers Credit card of record, unless not less than thirty (30) days prior to the anniversary date, Customer provides iTalkBB Chinese TV or its Agent notice of Customer's desire to cancel service or change to a different Service Plan or payment plan.

Taxes.Prices, fees surcharges and rates for Service and Equipment do not include customs duties, regulatory recovery fees, governmental surcharges, sales, use, value added, excise, federal, state, local, public utility or other similar regulatory and governmental fees and taxes. All such fees and taxes, which are applicable, shall be paid by Customer and will be added to any amounts otherwise owing by Customer under the Agreement. No such fees or taxes shall be included in any refund to Customer under the Agreement.

Credits.Customer acknowledges and agrees that the Services are provided "as is, where is". No credit allowances shall be made for interruption of Service.

Promotions. iTalkBB Chinese TV or its Agent may, in its sole discretion, from time to time offer promotions or discounts on fees. Customer must enter any promotion or discount codes upon initial purchase of the Services.

Termination of Service

iTalkBB Chinese TV and its Agent reserve the right to suspend or discontinue providing the Service or Customer's Service at any time in its sole discretion. If the Service is terminated by iTalkBB Chinese TV or its Agent, for any reason other than a breach or action of Customer, you will be liable for all charges accrued through the date of termination and a Deactivation Fee. If the Service is terminated as a result of a breach or other action of Customer, you will be liable for the entire month in which the termination occurs and Deactivation Fee. All such charges shall be immediately due and payable.

Charges for Changes in Plans

iTalkBB Chinese TV or its Agent will charge Customer's Credit Card a Plan Change Fee if Customer chooses to change Plan from any Plan with a Monthly Fee lower than the former Plan or the change from an Annual Plan to a Monthly Plan.

Changes to the Agreement, Services or Plan

iTalkBB Chinese TV and its Agent reserve the right to change the Agreement, Services or Plan at any time ("Change"). Changes will be posted on www.iTalkBB.com thirty (30) days before the effective date of the Change. Notice is deemed received by Customer and Changes will be binding on Customer on the date such Change(s) is posted on the website. Customer is deemed to have accepted the Change(s) unless Customer terminates the Service prior to the effective date of the Change or uses the Service after the effective date of the Change. If Customer elects to terminate the Services, Customer will be liable for all amounts due. Customer may, at any time, request a change of Plan subject to charges associated with such change of Plan. iTalkBB Chinese TV or its Agent may reduce its prices for Services or Plans without prior notice to Customer.

Cancellation – Recovery of Discounts - Early Termination Fee– Deactivation Fee

Customer may cancel the Service at any time. All outstanding charges and fees shall be immediately payable upon cancellation. Neither iTalkBB Chinese TV nor its Agent will prorate or refund any remaining monthly or annual subscription fees upon cancellation prior to the end of any Plan term. If a Customer cancels the Service prior to the end of any contract period, iTalkBB Chinese TV or its Agent will charge Customer's credit card in an amount to recover any promotional discounts, fee waivers or any other charges which were discounted or waiver as a condition of Customer's use of the Service. If a Customer cancels prior to the end of any contract period, an "Early Termination Fee" in the amount of $99 will be charged to Customer's credit card. If Customer terminates Service at the end of Plan Term, a Deactivation Fee in the Amount of $69.99 will be charged. If Customer returns the Equipment in good working order within 15 days after cancellation or termination, iTalkBB Chinese TV will waiver the Deactivation Fee.

Technical Support – Disruption of Service

iTalkBB Chinese TV or its Agent will provide technical support for Services and Equipment described in this Agreement during its normal business hours. In no event will iTalkBB Chinese TV or its Agent be liable for any failure or interruption of Service resulting in part or entirely from circumstances beyond its reasonable control.

Programming – Disclaimer

Customer acknowledges that iTalkBB Chinese TV may be required to make reasonable modification to programming or the Service to comply with regulations, laws or production requirements beyond its control. Neither iTalkBB Chinese TV nor its Agent assumes any liability for any program or information distributed over the systems unless locally produced by iTalkBB Chinese TV. Neither iTalkBB Chinese TV nor it Agent shall be responsible for any products, merchandise or prizes promoted on or purchased through the use of the Service, unless the product, merchandise or prize is provided directly by iTalkBB Chinese TV or its Agent.

Limitation of Liability, Warranty and Indemnification

DISCLAIMER OF DAMGAES. NEITHER ITALKBB CHINESE TV NOR ITS AGENT SHALL, IN ANY EVENT OR CIRCUMSTANCE, BE LIABLE FOR ANY SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES INCLUDING, WITHOUT LIMITATION, LOST REVENUES OR PROFITS, IN CONNECTION WITH CUSTOMER'S USE OF THE SERVICES OR EQUIPMENT PROVIDED UNDER THIS AGREEMENT.

NEITHER ITALKBB CHINESE TV NOR ITS AGENT MAKES ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY ABOUT ITS SERVICES OR EQUIPMENT AND DISCLAIMS ANY IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION, WARRANTIES OR IMPLIED WARRANTIES OF MECHANTABILITY OR FITNESS FOR A PARTICLUAR PURPOSE OR USE. NEITHER ITALKBB CHINESE TV NOR ITS AGENT HAS NOT AUTHORIZED ANY PERSON OR ENTITY TO MAKE WARRANTIES ON ITS BEHALF AND CUSTOMER MAY NOT RELY ON ANY STATEMENT AS A WARRANTY BY ITALKBB CHINESE TV OR ITS AGENT.

NEITHER ITALKBB CHINESE TV NOR ITS AGENT WILL BE LIABLE FOR ANY FAILURE OF PERFORMANCE DUE TO ANY CAUSES BEYOND ITS CONTROL OR FOR ANY POWER OUTAGE, INTERNET INTERRUPTION, EQUIPMENT FAILURE, DELAY IN INSTALLATION, ACTIVATION OR COMMENCEMENT OF SERVICE. WITH RESPECT TO ANY OTHER LEGAL CLAIM OR DISPUTE, THE LIABILITY OF ITALKBB CHINESE TV OR ITS AGENT SHALL BE LIMITED TO THE LESSER OF ACTUAL DAMAGES OR ONE THOUSAND DOLLARS $1,000. NEITHER ITALKBB CHINESE TV NOR ITS AGENT WILL BE LIABLE FOR ANY ACT OR OMISSION BY ANY OTHER PERSON OR ENTITY FURNISHING SERVICES OR PRODUCTS RELATED TO THE SERVICES OR EQUIPMENT OR FOR DAMAGES ASSOCIATED WITH SERVICE OR EQUIPMENT NOT PROVIDED BY ITALKBB CHINESE TV OR ITS AGENT.

Indemnification. Customer hereby agrees to indemnify and hold harmless iTalkBB Chinese TV, its Agent and their respective officers, directors, shareholders and affiliates from and against any and all claims, damages and/or liability related in any way to Customer's use of Services or Equipment arising out of any intentional act or omission by Customer or others authorized by Customer to use the Service.

Governing Law and Dispute Resolution

Governing Law.This Agreement shall be governed by the laws of the Province of Ontario without regard to conflict of law provisions of any other state or jurisdiction. Customer hereby consents to exclusive personal and subject matter jurisdiction of the courts of the Ontario, Canada.

Mandatory and Binding Arbitration.All claims or disputes between Customer and iTalkBB Chinese TV or its Agent arising in any way whatsoever out of the Services or the Equipment shall be resolved by binding and final arbitration by a single arbitrator. The National Arbitration Rules shall apply to all disputes. The arbitration shall be conducted in Toronto, Ontario in English language. No arbitrator may award relief outside the limits set herein. Customer agrees that all claims shall be in Customer's individual capacity and that Customer will not commence or join any class or consolidate Customer's claim with the claims of any person or persons. Customer hereby waives any right to a jury trial.

Copyrights

All software utilized or provided by iTalkBB Chinese TV or its Agent in connection with the Services or Equipment shall be and at all times remain sole property of iTalkBB Chinese TV or its Agent and is protected by copyright laws and international treaties.

NOTIFICATION OF COPYRIGHT INFRINGEMENT

iTalkBB Chinese TV respects the intellectual property rights of others and expects its users to do the same. In accordance with the Digital Millennium Copyright Act of 1998, the text of which may be found on the U.S. Copyright Office website at http://www.copyright.gov/legislation /dmca.pdf, iTalkBB Chinese TV will respond expeditiously to claims of copyright infringement committed using iTalkBB Chinese TV service that are reported to catherine.wang@net263.com.

If you are a copyright owner, or are authorized to act on behalf of one or authorized to act under any exclusive right under copyright, please report alleged copyright infringements taking place on or through iTalkBB Chinese TV service, website or applications (any and all of the foregoing the "Service") by completing the following DMCA Notice of Alleged Infringement and delivering it to iTalkBB Chinese TV as specified below. Upon receipt of Notice as described below, iTalkBB Chinese TV will take whatever action, in its sole discretion, it deems appropriate, including removal of the challenged use from the Service.

DMCA Notice of Alleged Infringement ("Notice")

1.Identify the copyrighted work that you claim has been infringed, or –if multiple copyrighted works are covered by this Notice,- you may provide a representative list of the copyrighted works that you claim have been infringed.

2.Identify the material you claim is infringing (or to be the subject of infringing activity) that is to be removed or access to which is to be disabled, including at a minimum, if applicable, the URL of the link shown on the website where such material may be found.

3.Provide your mailing address, telephone number, and, if available, email address.

4.Include both of the following statements in the body of the notice:" I hereby state that I have a good faith belief that the disputed use of the copyrighted material is not authorized by the copyright owner, its agent, or the law (e.g., as a fair use)." "I hereby state that the information In this Notice is accurate and ,under penalty of perjury ,that I am the owner , or authorized to act on behalf of the owner, of the copyright or of an exclusive right under the copyright that is allegedly infringed."

5.Provide your full legal name and your electronic or physical signature.

Deliver this Notice, with all items completed to bo.li@net263.com

Copyrignt agent,18th Floor, Jianda Building, No. 14 East Tucheng Rd., Chaoyang District, Beijing 100013, P.R.C. tel: (010) 84291263-8021

Force Majeure

Neither iTalkBB Chinese TV nor its Agent shall be liable for any delay in performance caused by acts of God, natural disasters, accidents, strikes, riots, war, government actions, equipment or power failures or any other cause beyond its control.

Assignment

Customer may not assign or transfer this Agreement or its obligations hereunder in whole or in part. iTalkBB Chinese TV or its Agent may assign this Agreement at in time and in its sole discretion.

Entire Agreement

This Agreement constitutes the entire understanding and agreement between iTalkBB Chinese TV and Customer and supersedes all prior written or oral agreements related in any way to the subject matter hereof.

Updated: June 15, 2017

Copyright iTalk Global Communications, Inc. 2017

iTalkBB China SIM

This agreement ("Agreement") is between iTalk Global Communications, Inc. ("iTalkBB") and an end user ("you," or "Customer"). By downloading, installing the associated mobile application ("iTalkBB App") or activating the China SIM card supplied and operated by iTalkBB, you agree to be bound by the terms and conditions ("Terms and Conditions") provided on www.italkbb.ca (the "Site") including this Agreement. iTalkBB may without notice renew, modify or amend the Terms and Conditions including the Agreement from time to time. If you continue to use the iTalkBB China SIM or any other iTalkBB services, you accept such revisions.

Jurisdictional Restrictions

By entering into this Agreement, you expressly confirm that you are legally entitled and of legal age to enter this Agreement, that you have read and understand fully iTalkBB terms and conditions. If you are residing in a jurisdiction where it is prohibited by law to offer or use Internet telephony or the iTalkBB China SIM services, you may not enter into this Agreement.

Third Party

Your access to and use of a service provided by a third party service or content provider, including but not limited to your local mobile operator ("Provider"), may be subject to the Providers terms and conditions. The Service is not designed to replace or interfere with your current mobile telephone service. For the avoidance of doubt in using any such Provider service you will still be bound by the Agreement to the extent they are applicable. As soon as your call is connected to a phone number provided by iTalkBB, the call may be charged by your Provider for minutes, data or other charges regardless of whether you are connected to the receiver of the call (e.g. even if the line is busy). ITALKBB DISCLAIMS ANY AND ALL LIABILITY THAT MAY ARISE FROM THE PERFORMANCE, INCLUDING FAILURE, OF OTHER PARTIES' NETWORKS.

Designed Use

iTalkBB China SIM Services includes China SIM Plan and China Travel Plan(¡°Services¡±). China SIM Plan is designed to enable you, who have iTalkBB App installed and registered on your device and have your China SIM card activated, to RECEIVE text messages through Wi-Fi and data and to receive and place calls through minutes, Wi-Fi or data of your Provider. China SIM Plan is available in Canada. China Travel Plan enable you to use wireless services including calling minutes, text messages and data service with a compatible mobile device within the Service Areas in China . For China SIM Plan, it is within your discretion to choose to use Wi-Fi, data or minutes. However, you are advised that you will be liable for the charges by your Provider for the data or minutes you used. ITALKBB IS NOT LIABLE FOR ANY CHARGES BY YOUR PROVIDER FOR any MINUTES, DATA, ROAMING OR ANY OTHER IMPROPER USE.

Calls to Emergency Services

The Service is not a replacement for your ordinary telephone service or mobile service and you cannot make emergency calls (e.g., 911 in Canada, 110 in China) using the Service. However, this does not prevent you using your mobile phone for making emergency calls via your Provider as normal. If you dial internationally recognized emergency service numbers while using the Service from an authorized device, the App will close, the native dialer will be launched, and the call will be placed over your Provider¡¯s network. Neither your phone number nor your location will be reported to an emergency operator.

Activation

You agree to provide true, accurate, current and complete information in all fields indicated as mandatory when activating the China SIM Services, as well as any additional information provided or any amendments made by you.   Upon installing iTalkBB App on your mobile device, you will be required to provide your cell phone number. You will receive a verification code if you already subscribed to the iTalkBB China SIM Plan. Your China SIM Plan is activated when you provide the verification code through iTalkBB App or 5 days after installing the iTalkBB App, whichever is earlier. If you change your phone number, you will no longer have access to the iTalkBB App. You should notify iTalkBB and provide your new cell phone number to re-activate your iTalkBB app. In the event that you keep your cell phone number but get a new mobile device, you need to install iTalkBB app again and re-activate your account.   To activate your China Travel Plan, you can either contact iTalkBB Customer Service at 1-877-482-5522 or log on to your iTalkBB Account at www.italkbb.ca. Activation occurs when Customer's phone number is registered to iTalk's systems ("Activation"). Your China Travel Plan is available for 30 days after the Activation. You may renew your China Travel Plan for another 30 days by contacting iTalkBB Customer Service at 1-877-482-5522 or logging on to your iTalkBB Account at www.italkbb.ca Please be noted that you are required to call iTalkBB Customer Service at 1-877-482-5522 to cancel the China Travel Plan when you are back from China. iTalk will continue billing you for the China Travel Plan until it is cancelled.

Billing

Upon purchase, you must provide iTalkBB a valid credit card number from an accepted issuer. You authorize iTalkBB to charge the credit card number ("Credit Card") for all charges arising from your use of the Services. You must notify iTalkBB of any change to the Credit Card information including, without limitation, changes in account number, expiration date and billing address.   iTalkBB will provide you with a monthly on-line invoice for Services and bill all charges invoiced to your account to the Credit Card. Charges shall include, SIM card purchases, pre-paid monthly service fees, usage fees, shipping charges, toll charges, early termination fees, applicable regulatory fees and charges. Monthly service fees are paid in advance of each month's Service. Toll charges and other applicable charges are billed at the end of each service month. Deposits, if applicable, are charged at the time of purchase and are invoiced whenever the deposit is reduced by usage to $6.00 Canadian dollars. iTalkBB reserves the right to charge Customer's Credit Card at any time during a service month if Customer's toll charges exceed $20.00 Canadian dollars. Billing for monthly service fees, deposits and other applicable charges commences upon purchase of Services, and the first month's monthly service fees will be prorated to take into account any partial month of Service.

Toll Charges

All calling minutes and texts using the Services which exceeds the minutes and texts included in your plan is subject to the then applicable toll charges that are associated with the service plan you have selected. Applicable calls to destinations outside the Canada to a party that is not an iTalkBB Customer will be charged at the then current international rates published on iTalk's website. The duration of each call will be calculated in one minute increments. Unused calling minutes and texts included in your service plan allotments expire at the end of your billing cycle.

Reasonable Use Policy

Monthly usage which is 30% higher than the average usage by iTalkBB Customers is considered unusual and excessive usage and is subject to evaluation by iTalkBB. In addition, usage involving specific numbers called, average call durations, forwarding and transferring, conferencing and unusually short duration calling may, constitute impermissible use(s) of iTalkBB services. Based on these factors, iTalkBB may determine that abnormal, unreasonable or impermissible usage is occurring, and may take appropriate steps including but not limited to suspend or terminate your service described below to enforce this Reasonable Use Policy.

Telephone Numbers

Any telephone number provided to Customer by iTalkBB shall be leased and not sold. iTalkBB reserves the right to change, cancel or move the number in its sole discretion. The availability of all China mobile numbers is subject to and dependent upon the network facilities and regulatory environment in China. iTalkBB cannot guarantee connection to any China mobile from all cities and regions in China. iTalkBB further cannot guarantee uninterrupted service on China mobile numbers.

Billing Disputes

Customer must dispute any charges for the Services within thirty (30) days of receipt of the monthly on-line invoice. Customer understands and agrees that Customer's failure to dispute any charges with the thirty (30) day time period constitutes a waiver of all claims to any dispute.

Late Payment - Non-Payment

If any charges for Services are due but unpaid for any reason including, without limitation, non-payment or declined Credit Card charges, iTalkBB may suspend or terminate the Services and all accrued charges shall immediately be due and payable, to include a late fee of the lesser of 1.5% or the maximum allowed by law. If charges cannot be processed to the Credit Card, Customer will be charged a fee of ten dollars ($10.00). Neither suspension nor termination shall relieve Customer from the obligation to pay all amounts owing under this Agreement.

Termination

If Customer terminates the Service at any time prior to the end of any contract period, Customer shall be responsible for Early Termination Fees in the amount of $49.99, the sum of all waived or discounted fees or charges to include, without limitation, all waived Activation Fees and promotional sign up discounts. Unused monthly service fee will not be refunded upon termination. Toll charges incurred within the billing cycle will become due upon cancellation.   iTalkBB reserves the right to suspend or discontinue providing the Service at any time in its sole discretion. If the Service is terminated by iTalkBB in its sole discretion and for any reason other than a breach or action of Customer, you will be liable for all charges accrued through the date of termination. If the Service is terminated as a result of a breach or other action of Customer, you will be liable for the entire month in which the termination occurs, unbilled charges and an Early Termination Fees as set forth below and all such charges shall be immediately due and payable.

Unauthorized Use/Stolen Device

If your SIM card is stolen or if you become aware of unauthorized use of the China SIM Services you must notify us immediately to suspend the iTalkBB China SIM Services. You are responsible for all charges associated with the usage of iTalkBB App and the China SIM card to your account with iTalkBB (¡°Account¡±) until the iTalkBB China SIM Services are suspended.   If your SIM card is lost, you may contact iTalk to purchase a new SIM card. You shall be responsible for the SIM card charge and the shipping costs.

Use of the iTalkBB App Service

We grant you a non-exclusive, non-transferable right to use the China SIM Plan with iTalkBB App. iTalkBB App permit outbound calling on registered mobile phones at iTalkBB calling plan rates. Calling minutes used through iTalkBB App may lead to toll charges. Neither non-usage of the Service nor misdialing while using the Service entitles you to a credit or refund. To find out more about iTalkBB calling plan rates, please contact 1-877-482-5522.

Submission of Information to iTalkBB

You understand that by posting materials or information on the site or web pages where you download the iTalkBB App or otherwise providing feedback and/or suggestions to iTalkBB, you are granting iTalkBB a royalty-free, world-wide, transferable, sub-licensable, perpetual, irrevocable license to use this information in the course of offering the iTalkBB App. Furthermore, you understand that iTalkBB retains the right to reformat, excerpt, or translate any materials submitted by you.

Disclosure of Information

iTalkBB reserves the right at all times to disclose any information as iTalkBB deems necessary to satisfy any applicable law, regulation, legal process or governmental request. We may share your information with the affiliated companies of iTalkBB to ensure the continuity of your Services. You consent to receive promotional emails from iTalkBB and its affiliated companies.

iTalkBB Service Termination/Default

If you breach any representations to us or fail to perform any of the undertakings you made in the Terms and Conditions including Agreement, or if you are subject to any proceeding under bankruptcy, insolvency, liquidation or similar laws, you will be in default and we may, without notice to you, suspend the China SIM Service and/or terminate this Agreement.

Customer Service

For more information on our customer service, please review the "Support" section at our web site http://www.italkbb.ca/ca/en/support/faq/chinaSIM/ChinaSIM.html. iTalkBB assume no obligation to provide support services for any third party products or services, or for problems with our service caused by third party products or services.

Limitation of Liability

iTalkBB is not liable for acts or omissions of another Provider, for information provided through your device, equipment failure or modification, or causes beyond our reasonable control. We are not liable for service outages or for service limitations or interruptions. We are not liable for any accidents or incidents which result from the use of China SIM Service by you or any other person. Our liability and the liability of any underlying Provider for any failure or mistake shall in no event exceed China SIM Service charges during the affected period. We and any underlying Provider are not liable for any incidental, punitive or consequential damages such as lost profits. We, and any underlying Provider, are not liable for economic loss or injuries to persons or property arising from the use of the China SIM Services. This paragraph shall survive termination of the Agreement.

Governing Law

The Agreement shall be governed by and construed in accordance with the laws of the state of Texas without giving effect to the conflict of laws or provisions of your actual state or country of residence. Any legal proceedings arising out of or relating to the Agreement or your relationship with iTalkBB will be exclusively subject to the jurisdiction of the courts of the Texas.   This Agreement constitutes part of and subject to iTalkBB Terms and Conditions between you and us. The Agreement and iTalkBB Terms and Conditions supersedes all promises made to you by our client services agents, representatives or employees. If any part of the Agreement is found invalid, the balance remains enforceable.

Mandatory and Binding Arbitration

All claims or disputes between Customer and iTalkBB arising in any way whatsoever out of the Services shall be resolved by binding and final arbitration by a single arbitrator. The American Arbitration Association shall administer the arbitration under the Commercial Arbitration Rules. The arbitration shall be conducted in Austin, Texas in English language. No arbitrator may award relief outside the limits set herein. Customer agrees that all claims shall be in Customer's individual capacity and that Customer will not commence or join any class or consolidate Customer's claim with the claims of any person or persons. Customer hereby waives any right to a jury trial.

Force Majeure

iTalkBB China SIM Services will not be liable for any failure to perform under this Agreement caused, directly or indirectly, by factors beyond its reasonable control, including any acts of God, earthquake, flood, embargo, riot, war, sabotage, terrorist attack, labor shortage or dispute, governmental act or failure of any third-party service or network.