Terms

General Terms & Conditions of Service and Customer Agreement

Just like every other Telecommunications provider, Telepath has some terms and conditions of using our services. There are important 9-1-1 terms related to Telepath VoIP service. Please review the entire Agreement. By activating Telepath services, you acknowledge that you have read, understood and agree to these terms and conditions.

1. In this Agreement

1.a. “Service(s)” means any, some or all of the following services: long distance, toll free, wireless, VoIP, internet access (dial up and broadband ADSL), Travel Cards, Domain Hosting, Consultation and any Telepath facility and equipment associated with the Services. “You” and “Your” includes an applicant, customer, individual, corporation or other type of legal entity which has subscribed for Services. “Telepath” means Telepath Corporation or any of its employees, affiliates, partners or underlying carriers.

1.b. Services offered by Telepath are subject to the terms and conditions contained herein and additional terms and conditions related to a particular Service, which make up part of this Agreement. In the event of a conflict, the terms and conditions related to a particular Service will take precedence. This Agreement, including any additional terms and conditions related to a particular Service constitute the entire Agreement between You and Telepath and does not include any other written or oral representations or agreements.

1.c. This Agreement may be changed and updated from time to time by Telepath, on advance notice to you. Telepath will also post an updated version on its website available at http://www.telepath.ca/terms.htm. If you do not accept a change, unless you are in a fixed term agreement, you may terminate this Agreement upon at least 30 days advance written notice to Telepath. You cannot change this Agreement.

1.d. You agree to read and adhere to Telepath’s Fair Use Policy (”FUP”) and Telepath’s Privacy Policy (”Privacy Policy”) available at http://www.telepath.ca/privacy.htm and agree to hold Telepath harmless from all liabilities and expenses related to any violation by You of the FUP and/or Privacy Policy.

1.e. Language. You confirm that You accept this Agreement, as well as all other related documents, including invoices and notices, in English only.

2. Use of Services

2.a. You may use the Services subscribed for provided that You do so in compliance with this Agreement, including the FUP and Privacy Policy, and all applicable laws and regulation.

2.b. You acknowledge that You are authorized to subscribe for the Services and agree that You will not resell or transfer the Services to any other person for any purpose or make any charge for the use of the Service.

2.c. The Services (including rate plans) and any equipment are provided to You for Your conventional use only and may not be used in any other way or for any other purpose. Telepath reserves the right to immediately suspend, terminate or modify the Service if Telepath determines in its sole discretion, that Your service is being misused.

3. Responsibility for Charges

3.a. You are responsible for all charges for Services subscribed to by You, including monthly service charges, any restoral fees, airtime, data transfer fees, long distance fees and any other charges incurred in using Your Services, regardless of who used the Services.

3.b. Ancillary Services, including but not limited to Service modifications and changes, 911 Access, TTY, Voicemail, Extra Business Listings, Telephone Rental Sets, Circuits, Prestige Numbers, ISDN lines, etc. will result in additional monthly charges from Telepath.

3.c. You agree to treat Telepath Travel Cards and all other access codes and passwords, where applicable, as confidential and non transferable. Telepath reserves the right to deactivate Telepath Travel Card codes without notice if, in Telepath’s sole discretion, fraudulent use is suspected. In the event that a Telepath telephone card is lost, stolen or used in an unauthorized manner, You will be responsible for notifying Telepath by calling 1 866 234 6660 or +1 613 234 6660. You acknowledge and agree that You shall be responsible for all costs incurred until such notification to Telepath.

3.d. Unless there has been deception with regard to a charge, You are not responsible for paying a previously unbilled or underbilled charge except where:
(i) in the case of a recurring charge or a charge for an international long distance message, it is correctly billed within a period of one (1) year from the date it was incurred;
(ii) in the case of a non-recurring charge other than for an international long distance message, it is correctly billed within a period of one (1) year from the date it was incurred.

3.e. In the circumstances described in this section, unless there has been deception, Telepath will not charge You interest on the amount of the correction.

3.f. In the case of a recurring charge that should not have been billed or that was overbilled, You may request a credit for that charge, subject to applicable limitation periods provided by law. However, if You do not dispute the charge within six (6) months of the date of an itemized statement which shows that charge correctly, Telepath will not credit such charge for the period prior to that statement.

3.g. Non-recurring charges that should not have been billed or that were overbilled must be credited, provided that You dispute such charges within three (3) months of the date of the bill.

4. Special Terms and Conditions Related to Services

4.a. Bundled Services. Minimum contract terms may apply for subscriptions to Bundled Services. If you cancel one or more of the Services in a Bundled Services plan, Telepath will increase the rates for Your remaining Services or charge you a fee and you are responsible for any cancellation fees.

4.b. Local Services (i) Bundled Services. You acknowledge and agree that Telepath’s Local Services and Long Distance Services are sold as a bundled package, and that if You subscribe for Telepath’s Local Services, You cannot subscribe to another carrier for long distance service for Your Telepath local lines. In the event You subscribe to another carrier for long distance services, You acknowledge that Telepath, at its sole discretion, will either increase Your Local Services rates, charge You an additional monthly fee or cancel Your Local Service and You agree You will be responsible to pay cancellation fees.
(ii) Transfer of Long Distance Telephone Service. Telepath does not have the ability to transfer Your long distance services from Telepath’s long distance telephone service network to an alternate long distance provider. You agree that in the event that Your Local Line Services are terminated, You are solely responsible for contacting an alternate long distance service provider to convert Your long distance service from Telepath’s long distance telephone service network to an alternate long distance service provider.

4.c. Long Distance (i) You agree that Telepath may monitor Your account for misuse and if Telepath determines, in its sole discretion that Your use is not for conventional purposes, Telepath may terminate Your use of the plan or switch You automatically to another plan.
(ii) Calls to overseas mobile phones and special services are subject to surcharges. Travel Card calls are subject to surcharges. Visit the Travel Card Support Section for more information.

4.d. Digital Subscriber Line Service (i) Service Availability. You may only subscribe for DSL Service if available in Your geographical area. Telepath reserves the right to deem DSL Service unavailable to You at any time. If such an event occurs, Telepath will not charge You applicable fees, provided however, that You must return all DSL Service Equipment provided to You by Telepath in its original good and proper physical and functional condition and within the specified time in this Agreement.

4.e. Telepath VoIP Service (i) Term and Termination. Telepath VoIP Service is offered on a month-to-month basis, for a term which begins on the date that Telepath activates Your Service. You may cancel Your Services at any time by contacting Telepath. You will be responsible for all charges incurred up to the effective cancellation date, which may be later than the requested cancellation date due to administrative requirements.
(ii) Unlimited Long Distance. Offer excludes calls to area code 867 in Northwest & Yukon Territories, and calls to Alaska & Hawaii. Does not apply to transferred or forwarded (including calls made via Remote Phone feature) long distance calls.
(iii) Service Limitations: You acknowledge and understand that the Service is not a telephone service. The Service connects to the Internet, and not a telephone line. There are IMPORTANT DIFFERENCES between telephone service and the Service offering provided by Telepath as set out in these Terms and Conditions.
(iv) 9-1-1 LIMITATIONS: 9-1-1 service associated with Telepath VoIP HAS CERTAIN LIMITATIONS COMPARED WITH TRADITIONAL E-1-1, WHICH ARE SET OUT BELOW:
THE type of 9-1-1 service available to You depends on where and how You use Your phone. There are two types of 9-1-1- service:
1. E9-1-1 Service You will have E9-1-1 service if your Telepath VoIP telephone number corresponds to your address and municipality where you permanently use your Telepath VoIP Service and E9-1-1 is available in your serving area. If You dial 9-1-1, Your call is automatically routed to the Public Safety Answering Point (PSAP) corresponding to Your address and the emergency operator will have Your telephone and address information. You may be required to verify Your name, telephone number and address with the emergency operator.
2. Basic 9-1-1 Service Basic 9-1-1 Service is provided in the following two situations.
You will have Basic 9-1-1 Service if your Telepath VoIP telephone number does not correspond to your address and municipality where you permanently use your Telepath VoIP service or if you live in a serving area in which E9-1-1 from Telepath is not available. If You dial 9-1-1, You will be automatically routed to a specialized call centre that handles emergency calls. The call centre is different from the Public Safety Answering Point (PSAP) that would answer a traditional emergency call. You will be required to provide Your name, telephone number and address to the call centre operator.
OR
You will have Basic 9-1-1 Service if You intend on using Your Telepath VoIP Service from multiple locations. You have access to 9-1-1 service, but because You may be out of the coverage area of Your Public Safety Access Point (PSAP), whenever You dial 9-1-1, You will be automatically routed to a specialized call centre that handles emergency calls. The call centre is different from the Public Safety Answering Point (PSAP) that would answer a traditional emergency call. You will be required to provide Your name, telephone number and address to the call centre operator.
(v) SERVICE OUTAGES.
YOU ACKNOWLEDGE AND UNDERSTAND THAT DURING SERVICE OUTAGES BY YOUR BROADBAND INTERNET SERVICE PROVIDER OR FOR ANY REASON WHATSOEVER, YOUR Telepath VoIP SERVICE INCLUDING 9-1-1 SERVICE, WILL NOT WORK. IN THE EVENT OF A POWER FAILURE, Telepath VoIP SERVICE, INCLUDING 9-1-1 SERVICE WILL NOT WORK. IF THERE IS AN INTERRUPTION IN THE POWER SUPPLY, THE Telepath VoIP SERVICE, INCLUDING 9-1-1 SERVICE, WILL NOT FUNCTION UNTIL POWER IS RESTORED. A POWER FAILURE OR DISRUPTION MAY REQUIRE YOU TO RE-SET OR RECONFIGURE EQUIPMENT PRIOR TO USING THE Telepath VoIP SERVICE. SERVICE OUTAGES DUE TO SUSPENSION OF YOUR ACCOUNT AS A RESULT OF BILLING ISSUES WILL PREVENT Telepath VoIP SERVICE, INCLUDING 9-1-1 SERVICE.
(vi) YOU AGREE TO IMMEDIATELY ADVISE Telepath IF You intend on changing the address from which You use Your Telepath VoIP Service, TO ENSURE YOU MAINTAIN 9-1-1 SERVICE. YOU ACKNOWLEDGE AND UNDERSTAND SHOULD YOU FAIL TO DO SO, Your 9-1-1 service will not work properly and this will adversely affect Your ability to access 9-1-1 service.
(vii) YOU ACKNOWLEDGE AND AGREE THAT Telepath, ITS AFFILIATES, DIRECTORS, EMPLOYEES, AGENTS AND UNDERLYING CARRIERS, WILL NOT BE LIABLE FOR ANY INJURY, DEATH OR DAMAGE TO PERSONS OR PROPERTY, ARISING DIRECTLY OR INDIRECTLY OUT OF, OR RELATING TO THE 9-1-1 SERVICE AND YOU AGREE TO INDEMNIFY AND HOLD HARMLESS Telepath (AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS AND UNDERLYING CARRIERS) FOR ANY LIABILITIES, CLAIMS, DAMAGES, LOSSES AND EXPENSES, (INCLUDING REASONABLE LEGAL FEES AND EXPENSES) WHICH YOU MAY SUFFER OR INCUR, ARISING DIRECTLY OR INDIRECTLY OUT OF OR RELATING TO YOUR FAILURE TO OBTAIN ACCESS TO 9-1-1 SERVICE.
(viii) Operator Services Currently Not Available. Telepath does not currently offer Operator Service.

5. Telephone and other Service Numbers and Addresses

6.a. Telepath Equipment. Where required, Telepath will provide and may install Equipment, required to provide You with Services, including cables and products.

6.b. Ownership and Interest. You agree that the Equipment, including dial numbers and/or IP addresses assigned to You by Telepath, shall at all times remain the property of Telepath, and that You have no right, title or interest therein and agree to keep the Equipment free and clear of any levies, liens and encumbrances.

6.c. Non-Telepath Equipment. If You may choose to use equipment not provided by Telepath, You accept that Telepath will not provide support for such equipment and does not guarantee performance of equipment and Service.

6.d. Receiving Equipment. Equipment shall be deemed to have been delivered in good working condition unless You give notice to Telepath to the contrary within 5 days of receiving the Equipment.

6.e. Prohibited Changes. You agree that You will not re-arrange, disconnect, remove, reconfigure or repair any Equipment, including passwords, and in the case of Telepath VoIP Equipment, to not change electronic serial number or equipment identifier of the Equipment, or to perform a reset of the Equipment, except by prior written agreement with Telepath. Terminal equipment provided by You may be connected with Telepath’s facilities only by prior special written agreement with Telepath. If You tamper with the Equipment, Telepath reserves the right to terminate Your Service, in which case You will be responsible for all Charges for Your Service(s) and Equipment.

6.f. Fees for Prohibited Changes. You agree that if You make unauthorized changes to any Equipment provided to You by Telepath which results in Service problems or downtime, Telepath will charge You and You agree to pay Telepath’ cost for any effort involved in the restoration or repair of Service to You.

6.g. Equipment Malfunction. If the Equipment malfunctions during its intended use, Telepath, at its sole discretion, will maintain and replace the Equipment if necessary. In such an event, You agree that Telepath’s liability and Your sole remedy is limited to a refund of charges or replacement by Telepath of such Equipment, provided that You notify Telepath immediately upon Equipment malfunction. If it is determined that repair was not required or was required due to damage caused by You, You agree to pay Telepath’ cost for such repair.

6.h. Safekeeping of Equipment. You agree that You are responsible for the safekeeping of Equipment from the moment You receive the Equipment until the Equipment is returned to Telepath in good physical and functional condition.

6.i. Damaged Equipment. If, while in Your care, the Equipment is damaged, lost, stolen, or if, in Telepath’s sole discretion, the Equipment is returned in an unusable condition, You agree to pay the replacement value of the Equipment. If, in Telepath’s sole discretion, such the Equipment is not damaged beyond repair, You agree to immediately place such Equipment in good repair, at Your sole cost, at locations specified by Telepath.

6.j. Return of Equipment. Upon cancellation or termination of Services, You agree to return the Equipment to Telepath in good working condition within thirty(30) days of cancellation/termination or within a time specified by Telepath. You are responsible for continuing charges for the Equipment until its return. If You fail to return the Equipment within the required time, , Telepath may repossess the Equipment at Your expense, and/or may charge You for the replacement cost such Equipment.

7. Telepath Right to Enter Premises

Telepath’s agents and employees may, at reasonable hours and with Your permission (or the permission of another responsible person), enter premises on which Service is or is to be provided, to install, inspect, repair and remove its facilities, to inspect and perform necessary maintenance in cases of network-affecting disruptions involving Customer-provided facilities. Permission is not required in cases of emergency or where entry is pursuant to a court order or other legal requirement.

8. Service Interruption

Telepath may interrupt Your services at any time for any duration without notice or liability to inspect, install, replace, repair or perform maintenance on the Equipment or facilities or for any required technical reasons.

9. Changes or Termination of Rates and Plans.

Telepath may at any time and without notice to You, change, modify or terminate any rates, plans or plan features, in whole or in party, including increasing rates. In the event of any such change, You will be responsible for paying all charges incurred for use of the Services, including charges resulting from the change or modification.

10. Payments, Billing & Refunds

10.a. Charges will commence as at the date of activation or delivery of Services. If You have not activated Your Service(s), billing will commence automatically fifteen (15) days after the shipment date of Your Equipment. Fixed charges per Service are payable monthly in advance and other charges are payable when billed. Telepath reserves the right to ask for pre-authorized payment for certain Services.

10.b. You are responsible for payment to Telepath of charges for all Service(s) and Equipment furnished to You. Payment is due thirty (30) days after the date of the billing invoice.

10.c. You will be charged interest on outstanding past due amounts at the monthly compounded rate of 2% or such other rate as Telepath may set from time to time. In addition, an Administrative Surcharge will apply to payments that are returned as Not Sufficient Funds (”NSF”), including cheques, credit card and pre-authorized debit payments.

10.d. In exceptional circumstances, for example, where You present an abnormal risk of loss to Telepath, prior to the normal billing date Telepath may require payment from You on an interim basis for the charges that have accrued. In such cases, the charges will be considered past due three (3) days after they are incurred or three (3) days after Telepath demands payment, whichever occurs later.

10.e. Telepath may request immediate payment in extreme situations, provided Telepath has notified You and the abnormal risk of loss has substantially increased since that notice was given or Telepath, at its sole discretion, has reasonable grounds for believing that there exists an intention to defraud Telepath.

10.f. You must bring invoice inquires or disputes to Telepath’ attention within forty-five (45) days of the date of the invoice, or You will be deemed to have accepted the invoice.

10.g. You will not receive an invoice in any month where Your balance is less than $20.00. Any such balance will be added to the next month’s billing. If Your balance remains less than $20 for two (2) consecutive months, an invoice will be mailed to You at the end of the third consecutive month. Refunds less of $10 or less will be credited against Your account. Telepath will not refunds for amounts lower than $10.

10.h. Any payments returned for whatever reason may incur up to a $20.00 Administration Fee (this includes, but is not limited to, pre-authorized payments, cheques and credit card payments).

10.i. Requests for copies of mailed invoices may be subject to a $10.00 Administration Fee per invoice. Upon request, we will provide copies of previous invoices by email at no charge.

10.j. Refunds for overpayment on an account will be subject to a Processing Fee of $20.00. Refunds (less any Processing Fee) for payments made by credit card shall be refunded directly to the credit card. Please allow 4-6 weeks for delivery of refunds. Note: we do not issue refunds for amounts less than $20.00.

11. eBilling Services

11.a. All invoices for all services are sent using eBilling via electronic mail (”eBills”) every month. You understand and agree that You will not receive paper invoices via regular mail and You agree to ensure that You have the proper hardware, software and Internet services in order to receive the eBilling Services.

11.b. You agree that it is Your responsibility to provide Telepath with all correct information in order to receive the eBilling Services. If You change email addresses, it is Your responsibility to notify Telepath immediately of such change. You are responsible for payment of invoices even where You have any difficulties accessing the eBilling Service

12. Credit Check and Security Deposits

12.a. Telepath and those acting on its behalf reserve the right to conduct a credit check from time to time on You and to require a deposit or other security, including a credit card payment, before it provides or continues to provide any Service to You, and You consent to the credit check and the provision of Your personal information to credit bureaus, credit grantors and suppliers of services, in accordance with Telepath’ Privacy Policy. You Further agree to provide any appropriate authorizations and financial information as Telepath may reasonably request for this purpose.

12.b. Telepath will require security deposits from You at any time where, at the sole discretion of Telepath, You have no credit history with Telepath and do not provide satisfactory credit information, have an unsatisfactory credit rating; or present a risk of loss. Telepath will release such security deposit at its’ discretion and upon satisfactory payment history. Further security may be required if You subscribe for further Services and/or Service usage increases.

13. Term and Termination

13.a. Initial Term. The initial term of Services will begin the first day the Service is operational or as otherwise set out in additional terms and conditions related to a particular Service given to You by Telepath when You subscribe for Services. Your Service(s) will automatically renew for the same successive term(s).

13.b. Cancellation by You. If You subscribe for Services on a monthly basis, You may cancel Your Service Schedule(s) at any time, provided You give Telepath thirty (30) days prior written notice. Upon cancellation of Your Service Schedule(s), You will remain responsible and agree to pay for all charges which You owe Telepath until You have paid Your account in full to the satisfaction of Telepath. IF YOU SUBSCRIBE FOR SERVICES FOR A SPECIFIC TERM, YOU MAY CANCEL YOUR SERVICE SCHEDULE BEFORE THE END OF THE TERM, PROVIDED THAT YOU GIVE Telepath THIRTY (30) DAYS PRIOR WRITTEN NOTICE AND PROVIDED THAT YOU PAY Telepath A CANCELLATION FEE AS SET BY Telepath FROM TIME TO TIME. Upon cancellation of Your Service, You will remain responsible and agree to pay for all charges which You owe Telepath until You have paid Your account in full to the satisfaction of Telepath.

13.c. Cancellation, Suspension or Termination by Telepath. In addition to all other rights as set out in this Agreement, Telepath may cancel, suspend or Terminate this Agreement and Your Services and will charge a suspension fee if You:
(i) fail to pay outstanding past due amounts for Your Services or Your payment is returned N.S.F. In such cases, Telepath may not resume Your Services until full payment is made sufficient to cover the amounts outstanding;
(ii) fail to pay outstanding past due amounts for any other services provided by Telepath to You;
(iii) fail to provide interim payment when requested by Telepath;
(iv) become bankrupt or insolvent;
(v) fail to meet Telepath’ credit requirements;
(vi) present an abnormal risk of loss (including, incurrent a significant amount of billable charges) as determined in Telepath’ sole discretion;
(vii) violate any term in this Agreement;
(viii) use the Service(s) in a manner which is contrary to this Agreement and Telepath’ FUP and/or law, including CRTC rulings, decisions or orders and tariffs, or for the purposes of communicating in a way that is harassing, threatening, abusive or annoying;
(ix) subscribe for Internet Services, which do not include the use of Static IP Addresses (such as Dial-up Internet Access or DSL Internet Access with a modem),and use automated operations and / or server applications requiring connectivity
(x) are threatening, harassing, abusive or unreasonable to Telepath, its employees and agents; or
(xi) alter or interfere with Telepath Equipment.

IN THE EVENT OF SUSPENSION, CANCELLATION OR TERMINATION OF SERVICES, ALL FEATURES AND SERVICES, INCLUDING 9-1-1 SERVICE, WILL ALSO BE SUSPENDED OR TERMINATED.

13.d. Your Responsibility Upon Termination. You remain responsible to pay all charges for Your Services up to the date of suspension, cancellation or termination by Telepath. Telepath reserves the right to charge You a reactivation fee if your Service is reactivated after suspension.

14. Telepath Right to Refuse to Provide Services

Telepath may, in its sole discretion, refuse to provide Services to You where
(a) You owe past due amounts to Telepath or have had a history of past due amounts owed to Telepath;
(b) You do not provide a security deposit or other requirements requested by Telepath;
(c) You pose a credit risk or an abnormal risk of loss;
(d) Telepath will incur unusual costs or expenses which You will not pay; or
(e) Telepath does not provide the requested Service(s) in Your area.

15. Indemnification

You agree to indemnify, defend and hold harmless Telepath and its directors, officers, agents, assigns, underlying carriers, licensors and suppliers from and against all claims, losses, expenses, damages and costs, including legal fees, resulting from any breach by You of this Agreement, even after this Agreement has been terminated.

16. Warranty Disclaimer and Limitations of Liability

16.a. Telepath does not guarantee uninterrupted Services operation. Telepath and its directors, officers, agents, assigns, underlying carriers, licensors and suppliers, provide the services “as is” and make no express or implied warranties of any kind regarding the Services, facilities, network, Equipment or products in any way. To the extent applicable by law, Telepath and its directors, officers, agents, assigns, underlying carriers, licensors and suppliers make no warranty of merchantability or fitness for a particular purpose or use.

16.b. In particular and without limitation, Telepath and its directors, officers, agents, assigns, underlying carriers, licensors and suppliers, are not liable for:
(i) disruption or interruption in Service availability, INCLUDING UNAVAILABILITY OF 9-1-1 SERVICE;
(ii) any event beyond Telepath’ control, including acts of God, inclement weather, labour disputes, riots or civil disputes, war or armed conflict, any law, governmental order, regulation or decision; or
(iii) damage to the Equipment or Your premises, which is not wholly caused by Telepath’ gross negligence or wilful misconduct.

16.b. Notwithstanding the foregoing, Telepath and its directors, officers, agents, assigns, underlying carriers, licensors and suppliers , shall in no event be liable to You or any person for any actual, direct, indirect, consequential, special, incidental, reliance, punitive or any other damages, or lost profits of any kind whatsoever, injury, death or damage to person or property, whether in negligence, breach of contract tort or other causes of action, arising out of the provision of Services or in any way from this Agreement, INCLUDING BUT NOT LIMITED TO THE AVAILABILITY OF 9-1-1 SERVICE. In the event Telepath is found liable by a court of competent jurisdiction, liability will not exceed an amount equal to the price of Services purchased by You during the month preceding the event in question.

16.c. Any action or proceeding against Telepath by You must be commenced no later than 1 year after the event giving rise to the action or proceeding.

17. General

17.a. Notices and Communications. Any notice or other communication required by this Agreement will be in writing and will be provided by personal delivery, by facsimile OR BY EMAIL to Telepath or You as applicable, at the address or facsimile number provided by You. Notices delivered in person will be effective on the date of such delivery. Notices delivered by facsimile will be effective on the date of transmission provided printed proof of transmission is obtained.

17.b. Assignment. You may not assign, resell or transfer this Agreement or Service(s) to a third party without the prior written consent of Telepath. This Agreement will endure to the benefit of, and be binding upon, the parties and Your respective heirs, executors, administrators, successors and permitted assignees.

17.c. Independent Contractors. Telepath provides Services to You as an independent contractor and this Agreement does not constitute or imply any partnership, joint venture, fiduciary relationship or other relationship between You and Telepath.

17.d. No Waiver. The terms and provisions of this Agreement may only be waived in writing signed by Telepath. No failure by Telepath to insist upon Your performance of any obligation in this Agreement will constitute a waiver of the obligation.

17.e. Severability. If any portion of this Agreement is deemed invalid, illegal or unenforceable, it will not affect or impair the balance of the Agreement, which will remain enforceable.

17.f. Jurisdiction. This Agreement will be governed in all respects by the laws of the Province of Ontario, Canada.