This agreement ("Agreement") is between iTalk Global Communications Inc. ("iTalkBB") and an end user ("you" or "Customer") of iTalkBB Prime Mobile Application Services (「iTalkBB Prime APP Services」), the iTalkBB Prime App Services include iTalkBB’s proprietary mobile application (「iTalkBB Prime App」) and assignment to you of a local China telephone number. App All iTalkBB Prime App 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.
iTalkBB Prime App Services are specifically designed to offer unique and exclusive features that are available to users by access to proprietary software hosted by iTalkBB. 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 App Services, which may be found at www.italkbb.com, are effective as of January 15, 2022 and are subject to change. For your most current rates and charges, please see the most current version of this Agreement, or if you have questions about your services, please visit our website at www.italkbb.com.
Monthly Plan: Your monthly subscription to iTalkBB Prime App Services will continue and renew on a month-to-month basis until you cancel the service. The iTalkBB Prime Services will automatically renew unless Customer cancels the iTalkBB Prime App Service under the provisions of these Terms and Conditions.
「Contract Plan」 (1 year term or longer): On or about the Anniversary Date of any Contract Plan the plan will be automatically renewed on a month-to-month by charging Customers credit card of record, unless, Customer cancels the iTalkBB Prime Service under the provisions of these Terms and Conditions. If Customer cancels a Contract Plan prior to the expiration of its term, Customer may be required to pay an Early Termination Fee.
IMPORTANT NOTICE REGARDING EMERGENCY SERVICES - 911 DIALING
ITALKBB PRIME APP SERVICES DO NOT INCLUDE ANY 911 EMERGENCY DIALING CAPABILITY. Your iTalkBB Prime App can be used only when downloaded to a smart mobile phone. All emergency dialing must be accomplished on your mobile smart phone exactly as you would if did not have the iTalkBB Prime App. Customer acknowledges that iTalkBB Prime App Services do not function with outdialing services including home security systems, medical monitoring equipment, fax machines or satellite television systems.
DISCLAIMER OF LIABILITY AND INDEMNIFICATION
iTalkBB Prime App Services, as described above, do not offer any 911 emergency dialing capability. All 911 emergency dialing must be done on your smart mobile phone. . 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 in any way to 911 emergency dialing or emergency response by emergency service personnel.
Incompatibility with Other Devices
You acknowledge that iTalkBB Prime App 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 App Services for interference with or disruption of these services and equipment, as well as any claim that iTalkBB Prime App Services is responsible for any disruption of your business, if applicable.
Activation, Trial Period and Cancellation Policies
Activation: Your iTalkBB Prime App Services are 「Activated」 when you subscribed for the services online, at an iTalkBB Service Store location or by calling iTalkBB Customer Service.
Monthly Plan Cancellation: Your iTalkBB Prime App Services are provided on a month-to-month basis, you may cancel at any time by contacting the iTalkBB Customer Service Cancellation Department at 1-877-482-5503. iTalkBB will cancel your services on the same day as you request.
Contract Plan Trial Period and Cancellation Policy: For Customers subscribing to a Contract Plan, iTalkBB offers a thirty (30) day trial period (Trial Period). The Trial Period commences on the Activation Date. Customer may terminate the iTalkBB Prime App Services at anytime of the Trial Period and obtain a refund of any Activation fee or service fees charged at subscription, if applicable. The Trial Period refund does not apply to minutes in excess 300 minutes or to toll usage (charges for calls to any country or region outside the 29 country and region included in iTalkBB unlimited calling plans). To obtain a Trial Period refund, Customer must call iTalkBB within 30 days of Activation Date at 1-877-482-5503. To cancel any Contract Plan after the Trial Period, Customer may cancel the services, without penalty, by contacting iTalkBB at 1-877-482-5503. iTalkBB will cancel your services on the same day as you request.
Contract Plan – Early Termination Fee: If Customer terminates the Contract Plan, prior to expiration of its term, after Activation Date and after expiration of Trial Period, iTalkBB shall charge an Early Termination Fee to Customer’s credit card in the amount of $99.00. iTalkBB will cancel your services on the same day as you request.
iTalkBB Prime App Services - Usage
iTalkBB Prime App Services Reasonable Residential Use Policy
iTalkBB Prime App 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 App Services.
Reasonable Residential Use
Customer acknowledges that he or she has purchased iTalkBB Prime App residential services for Customer's personal, residential, non-business and non-professional use. Customer agrees that iTalkBB Prime App Services are intended for use by Customer on his or her mobile smart phone.
Impermissible Use(s)
Each of the following is considered to be outside normal residential use:
>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
Use of the iTalkBB Prime App: Monthly usage which is 30% higher than the average usage by iTalkBB Prime App 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 App Services.
Use of the China Telephone Number: iTalkBB has established Reasonable Residential Use for the China Telephone Number. Monthly usage that exceeds either 3,000 China Telephone Number incoming minutes of use or 300 China Telephone Number incoming calls shall be considered outside of Reasonable Residential Use for the China Telephone Number.
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 your iTalkBB Prime App Services in any way that is illegal, fraudulent, improper or inappropriate. You may not use any automated means to manipulate iTalkBB’s services or use iTalkBB’s services to violate any law, rule, regulation or any third party's intellectual property or personal rights.
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 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 App 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 App 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 App Services and bill all charges invoiced to Customer's account to the Credit Card. Charges shall include, monthly service fees, usage 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 App Services. Toll charges and other applicable charges are billed at the end of each service month. Billing for monthly service fees and other applicable charges commences upon Activation of iTalkBB Prime App Services, and the first month's monthly service fees will be prorated to take into account any partial month of iTalkBB Prime App Services.
Toll Charges
All calls to or from the iTalkBB Prime App using the iTalkBB Prime App Services that originates or terminates in the PSTN is subject to the then applicable toll charges that are associated with the service plan Customer has selected. All calls to destinations outside Canada to a party that is not an iTalkBB Prime App Services Customer will be charged at the then-current international rates published on iTalkBB's website, unless such international calls are part of your calling plan. The duration of each call will be calculated in one-minute increments.
Telephone Numbers
Any telephone number provided to Customer by iTalkBB Prime App Services shall be leased and not sold. Customer may not use such number with any other device other than the iTalkBB Prime App with the express prior written consent of iTalkBB Prime App Services. iTalkBB reserves the right to change, cancel or move the number in its sole discretion.
China Telephone Numbers
For Chinese immigrant customers, new iTalkBB Prime App Services subscribers will be assigned a China Telephone Number. The charge for the China Telephone Numbers is in addition to the iTalkBB Prime App Services Calling Plan the subscriber chooses. The China Telephone Numbers Service is a month-to-month service paid one month in advance and you may cancel at any time at least 24 hours before any monthly billing. Your friends and families in China may contact you on the China Telephone Numbers and pay only local call charges in China. If you are an iTalkBB Prime App Services user, you may receive and reply text messages on the China Telephone Numbers.
PLEASE SEE REASONABLE RESIDENTIAL USE POLICY FOR CHINA TELEPHONE NUMBERS IN ITALKBB PRIME APP SERVICES - USAGE ABOVE.
The availability of the China Telephone Numbers is subject to and dependent upon the network facilities and regulatory environment in China. iTalkBB cannot guarantee connection to any China Telephone Numbers from all cities and regions in China. iTalkBB may have a limited number of China Telephone Numbers for some or all regions of China and cannot guarantee number availability at all times. iTalkBB further cannot guarantee uninterrupted service on China Telephone Numbers.
Billing Disputes
Customer must dispute any charges for the iTalkBB Prime App 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 App 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 App 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 iTalkBB Prime App Services.
Monthly Plan: Your monthly iTalkBB Prime App Services will automatically be renewed each month unless and until you cancel your iTalkBB Prime App Services using the Cancellation Policies described above.
Contract Plan: On or about the Anniversary Date of any Contract Plan the plan will be automatically renewed on a month-to-month basis by charging Customers credit card of record, unless, 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, and Intellectual Property/Legal Compliance Fees.
Federal, state, provincial, county, municipal and local governments may assess regulatory fees, contribution fees, surcharges and other compliance fees on your Monthly or Contract Plan iTalkBB Prime App Services. Independent third party providers may charge regulatory and administrative fees, legal/intellectual property compliance charges, surcharges and access fees for services that iTalkBB is required to pay in order to enable your access to global public telecommunications networks. iTalkBB Prime App 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 App services monthly 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 App Services. Such charges are in addition to your iTalkBB Prime App 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 App 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 provincial, city or special district sales taxes. All applicable sales taxes are added to your monthly billing (see FAQs below). iTalkBB collects these sales taxes from you and pays them over to the appropriate taxing authority.
Canada New Tax Rules
New PST Rules in British Columbia
The British Columbia government has announced that non-Canadian companies providing telecommunication services are required to register and collect 7% Provincial Sales Tax (PST) starting April 1, 2021. In the past, iTalkBB has been considered a Non-Resident and not required to collect sales tax in British Columbia. Under the new law, Non-Resident companies that are selling in Canada are required to Register and Collect and Pay sales taxes to British Columbia taxing authorities beginning April 1, 2021.
New Federal GST/HST Rules
Due to a recent change in Canada’s tax law, the Federal GST/HST will start to apply to your iTalkBB Services cost. The Applicable GST/HST rate varies by province. You will see this on you next bill effective July 1, 2021.
FAQs:
What is the Applicable Regulatory/Compliance Fees and Charges?
The iTalkBB Prime App Services Applicable Regulatory/Compliance Fees and Charges is an additional charge over and above the basic fee for your iTalkBB Prime App Services. iTalkBB uses this fee to pay our regulatory-related fees and expenses, including federal, state and local telecommunications regulatory fees and charges, 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 $0.98 per phone number per month.
How much is the iTalkBB Service Applicable Regulatory/Compliance Fees and Charges?
It is $0.98 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, surcharges and other compliance fees accessed by such government entities on your iTalkBB Prime App 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 App 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 App Services monthly service charges or both, and may change from time to time without notice. Such charges are in addition to your iTalkBB Prime App 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 App Services.
What are my monthly recurring costs?
Your recurring monthly charges will include the monthly fee of the iTalkBB Prime App Services plan you have chosen, charges for the China Telephone Number, plus Applicable Regulatory/Compliance Fees and Charges, which will be collected with a flat $0.98monthly fee.
How are the Applicable Regulatory/Compliance Fees and Charges billed to the Customer?
iTalkBB Prime App Services customers will be charged on monthly basis for plan fees. The $0.98 flat fee will appear as a separate item from service charges in the iTalkBB Prime App Services statement. However, it will only show the total of these two amounts in customer's credit card statement.
Purchase of the Bundled Products
If Customer purchases iTalkBB Prime Services and one or more other iTalkBB products/services (or products/services sold by iTalkBB) WITHIN A 24 HOUR PERIOD, the purchase is considered a 「Bundled Purchase」. For all Bundled Purchases, the 「Activation Date」 for all products in the Bundle shall be the Activation Date for the first product/service in the Bundle to activate.
Master and Sub Accounts
When a Customer purchases any iTalkBB product/service (or product/service sold by iTalkBB), a Master Account will be established for that Customer. If the Customer purchases additional iTalkBB products/services a Sub Account will be established for each separate products/services.
Credits
Customer acknowledges and agrees that the iTalkBB Prime App Services are provided "as is, where is". No credit allowances shall be made for interruption of iTalkBB Prime App Services.
Promotions
iTalkBB Prime App 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 App Services to take advantage of such discounts.
Termination of Service
iTalkBB reserves the right to suspend or discontinue providing the iTalkBB Prime App Services or Customer's Service at any time in its sole discretion. If the iTalkBB Prime App 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 App 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.
If you stop utilizing your iTalkBB Prime App Services or delete the iTalkBB Prime App from you cellular phone, you HAVE NOT CANCELLED OR TERMINATED YOUR ITALKBB PRIME APP SERVICES. IN ORDER TO TERMINATE YOUR ITALKBB PRIME APP SERVICES YOU MUST FOLLOW THE CANCELLATION PROCEDURES SET FORTH IN THESE TERMS AND CONDITIONS.
Changes to the Agreement, iTalkBB Prime Services or Plan
iTalkBB reserves the right to change the Agreement, iTalkBB Prime App Services or Plan at any time ("Change"). Changes will be posted on iTalkBB's website thirty days before the effective date of the Change, Provided That, all changes to Toll Rates and International Rates shall be effective immediately when posted on the website. 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 App Services prior to the effective date of the Change. If Customer elects to terminate the iTalkBB Prime App Services, Customer will be liable for all amounts due.
Technical Support
iTalkBB provides technical support for iTalkBB Prime App Services 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 PROVIDED UNDER THESE TERMS ANS CONDITIONS.
ITALKBB MAKES NO EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY ABOUT ITS SERVICES 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 ITALKBB.
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, and delay in installation, activation or commencement of iTalkBB Prime App 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 App Services 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 App Services , 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 App Services and claims arising out of any intentional act or omission by Customer or others authorized by Customer to use the iTalkBB Prime App Services.
Governing Law and Dispute Resolution
Governing Law
This Agreement shall be governed by the laws of Canada 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 Canada.
Mandatory and Binding Arbitration
All claims or disputes between Customer and iTalkBB arising in any way whatsoever out of the iTalkBB Prime App Services shall be resolved by binding and final arbitration by a single arbitrator. The Canada Arbitration Association shall administer the arbitration under the Commercial Arbitration Rules. The arbitration shall be conducted in Ontario, Canada 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 App Services 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.