LATITUDE WIRELESS INC.
Service Agreement Terms and Conditions

1. The Agreement

  1. This Agreement becomes effective when the both parties sign the face page, subject to cancellation by Latitude Wireless at any time if you fail to receive credit approval.
  2. The service period commences on the date when your assigned cellular telephone number is activated and continues for the term you selected on the face page (the “Service Period”) unless otherwise terminated in accordance with this Agreement.
  3. This Agreement renews automatically for successive one month periods at the monthly rates in effect on the last day of the Service Period, until terminated in accordance with section 8 below.
  4. You must not transfer or assign this Agreement without the prior written consent of Latitude Wireless. Latitude Wireless may assign this Agreement or any of its rights under this Agreement without your consent, subject to your right to terminate this Agreement in accordance with section 8 below.
  5. Latitude Wireless may change any of the terms of this Agreement. Latitude Wireless will post notice of any changes made to the Agreement online latitudewireless.ca by setting the last date of revision on the top right hand corner. Latitude Wireless may also advise you of such changes by sending you an electronic mail message or mailing notification to the address shown on your account with Latitude Wireless. All changes will take effect within 30 days of the date of being posted to the website. Your continued use of the Service will mean you accept the change.

2. The Service

  1. The Service is available to properly equipped cellular mobile telephone units within range of cell sites located in the cellular service areas served by Latitude Wireless. The Service may be limited, interrupted, curtailed or temporarily unavailable because of cellular network capacity limitation, or due to facility or equipment modifications, upgrades, relocations, repairs or similar activities deemed necessary by Latitude Wireless in its sole discretion. The Service is also subject to transmission limitations caused by atmospheric and like conditions.
  2. You must not use, nor allow anyone to use, the Service provided to you for an illegal purpose, in an illegal manner, for the purpose of making annoying or offensive calls, or in a manner that interferes unreasonably with the use of the Service by another customer or user.
  3. You must follow all rules and regulations governing the use of the Service that Latitude Wireless may issue or adopt from time to time. Latitude Wireless will give you reasonable notice of any rules or regulations, and may provide you with information in your monthly bill envelope or at www.latitudewireless.ca.
  4. Latitude Wireless will not be responsible for the supply, installation, operation or maintenance of your cellular unit. You must ensure that your cellular unit is technically and operationally compatible with Latitude Wireless’ system and that it complies with the rules and regulations of the Department of Communications, Industry Canada or any successor.
  5. You shall not, nor shall you allow, anyone to reproduce, modify, alter, change or tamper with the electronics serial number of your cellular unit.
  6. You must not resell or share the Service. Only Latitude Wireless may claim or require payment, either directly or indirectly, for use of the Service.

3. Roaming

  1. Roaming service is available in areas served by other cellular telephone service providers (“Serving Carriers”) with whom Latitude Wireless has roaming service agreements and is provided in accordance with the Serving Carrier’s schedule of terms and charges in effect at the time. If you use roaming service, you will be liable for all applicable charges of the Serving Carrier and be subject to the limitation of liability provisions imposed by the Serving Carrier on its own customers. If you use a Serving Carrier’s system, you will be deemed to have accepted the applicable charges of, and the limitation of liability provisions enforced by, the Serving Carrier. You are responsible for obtaining any information about these terms and charges from the Serving Carrier.

4. Telephone

  1. You will be assigned a cellular telephone number in connection with the Service, but you will have no property or other rights in that number, whether or not the number is published in a telephone directory.
  2. Latitude Wireless may change your number if it has reasonable grounds for changing it and gives you reasonable advance notice of the change setting forth the reason for the change and the anticipated date of the change. Latitude Wireless is not liable for any damages resulting from changes to cellular telephone numbers.
  3. Transferring Your Number to or from Latitude Wireless:
    1. To transfer a telephone number assigned to you from your existing service provider to Latitude Wireless, you represent and warrant that you have the right to make the request and you authorize Latitude Wireless to make the “transfer-in” request to the other service provider on your behalf and to share your name, telephone number, address and other relevant personal information with the other service provider. You agree to sign a request form if necessary. The services, content, IP address and perhaps the device provided by the other service provider cannot be transferred to Latitude Wireless.
    2. To transfer your telephone number to another service provider, (as long as your account and telephone number are active), Latitude Wireless will process a “transfer-out” request from your new chosen service provider. You must pay all amounts due to Latitude Wireless (plus applicable taxes) that result from the termination of the Services before the expiry of the Service Period, and the monthly charges that apply for the 30 days after the transfer request. The Services, content, IP address, or any Device cannot be transferred to your new service provider.
    3. Latitude Wireless cannot transfer telephone numbers to pre-paid cellular units.
    4. Latitude Wireless is not responsible, or liable to you in any way, for any interruption of services due to a number transfer.

5. Charges

  1. You will pay to Latitude Wireless the following charges, from the commencement of the Service Period and for as long as the Service continues:
    1. charges for use of the Service pursuant to Latitude Wireless’ tariffs or schedule of charges in effect from time to time, including fixed monthly charges and usage charges;
    2. message toll charges and other charges arising in respect of long distance calls originating from or received on your cellular unit;
    3. charges for optional features and other charges for the establishment of the Service;
    4. directory listings, advertising charges and any other charges paid by Latitude Wireless to your telephone company on your behalf;
    5. fees or charges in connection with any licenses which may be required from time to time;
    6. charges including message toll charges and other network charges in the exercise of roaming privileges as provided by Latitude Wireless;
    7. all charges for the provision of equipment;
    8. all applicable taxes.
  2. All charges are due and payable as specified by Latitude Wireless from time to time.
  3. Accounts past due will be subject to Latitude Wireless then current late payment charge.
  4. If your cellular unit is lost or stolen or destroyed, you must pay all charges for calls placed from or received at the lost or stolen or destroyed cellular unit up to the time Latitude Wireless is notified of the loss or theft or destruction in addition to any other liability provided for in this Agreement including termination charges.

6. Limitation of Liability

  1. Latitude Wireless does not guarantee uninterrupted working of Latitude Wireless’ mobility system or the Service and shall not be liable to you or any user or other person for any damages resulting from mistakes, omissions, interruptions, delays, errors or defects in transmission, failures or defects in equipment, or from any cause including the failure to transmit which is caused by acts of God, fire, explosion, war, riot, strike, lockout, picketing, boycott, act of government authorities without restriction, causes originating in the facilities or operations of Latitude Wireless Inc. or any part of the public switched telephone network. Without restricting the foregoing, in no event shall Latitude Wireless be liable for indirect, consequential or economic loss or damage, including loss of profits, earnings and business opportunities, even if advised of the possibility thereof.
  2. In no event shall Latitude Wireless be liable to you, any user or other person for any damages:
    1. for any accident or injury caused by or to a vehicle, watercraft or aircraft owned or operated by you or another person if the accident resulted from the operation or failure of your cellular unit;
    2. for libel, slander, defamation or infringement of copyright arising from material or messages transmitted or received over Latitude Wireless’s system from your cellular unit or recorded by your equipment or Latitude Wireless’s equipment;
    3. for infringement of patents arising from combining or using facilities provided by you with Latitude Wireless’s system or equipment;
    4. arising out of the act, default, neglect or omission of you or any user in the use or operation of equipment provided by Latitude Wireless;
    5. the transmission of material or messages over Latitude Wireless’s facilities on your behalf, which is in any way unlawful;
    6. any acts or omissions of a telecommunications carrier whose facilities are used in establishing connections to points which Latitude Wireless does not directly service; or
    7. any damages, loss of profits, loss of earnings, loss of business opportunities, personal injury, death or other loss resulting directly or indirectly out of or in connection with the use of Latitude Wireless’s facilities by other telecommunications carriers.
    8. This limitation applies to acts or omissions of Latitude Wireless, its directors, employees, servants, agents and persons for whom in law it is responsible, whether negligent or otherwise, which would, but for this item, give rise to a cause of action in contract, tort or any other doctrine of law.
  3. Notwithstanding paragraph 6 a, in the event of a service interruption and at your request, Latitude Wireless will make a credit allowance, in the form of a pro-rata adjustment to the monthly package charges billed to you. The pro-rata adjustment will be computed by dividing the duration of the service interruption (measured in 24 hour days from the time the interruption is reported to Latitude Wireless) by a standard 30 day month, then multiplying that result by the fixed monthly package charge for each interrupted cellular telephone number. A period of time less than 24 hours will not be credited, and no credit will be given if the amount of the credit is less than one dollar. In no case will the credit allowance exceed the monthly package charge. This is Latitude Wireless’s only liability with respect to any service interruption.
  4. No credit allowance will be given for interruptions caused by your negligence or by your willful acts, or for interruption by the failure of your equipment.
  5. Latitude Wireless agrees only to transmit a signal for the purpose of activating a signal on the cellular unit and accepts no responsibility for the transmission of further intelligence.
  6. If you request, Latitude Wireless will arrange for a directory listing to be made by your telephone company in accordance with that company’s tariff. However, Latitude Wireless will not be liable for any damages incurred by you, whether based in contract, tort or any other doctrine of law or equity, relating to any aspect of any directory listing, information service or reference of calls to another telephone number, including errors or omissions in any directory listing and/or information records, arranged by Latitude Wireless, at your request, or any person purporting to act on your behalf, and no liability will attach to Latitude Wireless by reason of the continuation of your listing in a directory after termination of the Service.
  7. The above limitations of liability apply to you and any other person using Latitude Wireless’s services including customers of other cellular telephone companies using Latitude Wireless’s services in accordance with any agreement between those other cellular telephone companies and Latitude Wireless.

7. Confidential Information

  1. Unless you consent in writing or disclosure is pursuant to a legal power, all information kept by Latitude Wireless regarding you, other than your name, address and listed cellular telephone number, is confidential and may not be disclosed by Latitude Wireless to anyone other than:
    1. you;
    2. a person who, in the reasonable judgment of Latitude Wireless, is seeking the information as your agent;
    3. another telecommunications carrier or other person providing services to a telecommunications carrier, provided the information is required for the efficient and cost-effective provision of cellular telephone service and disclosure is made on a confidential basis with the information to be used only for that purpose;
    4. at your request, to a company providing a directory listing service, provided that the disclosure of information other than your name, address and listed telephone number is made on a confidential basis, with the information to be used solely for that purpose;
    5. an agent retained by Latitude Wireless to collect outstanding balances owed to Latitude Wireless by you, or to perform administrative functions for Latitude Wireless, provided that the information is released solely for that purpose;
    6. to a law enforcement agency whenever Latitude Wireless has reasonable grounds to believe that you or anyone using your equipment has knowingly supplied Latitude Wireless with false or misleading information or is otherwise involved in fraudulent or otherwise unlawful activities directed against or affecting or potentially affecting Latitude Wireless.

8. Termination Of Service And Events Of Default

  1. Termination
    1. You may terminate this Agreement during the Service Period, if you give Latitude Wireless 30 days written notice. If you terminate the Agreement before the end of the Service Period, you must pay a termination charge, as a genuine estimate of liquidated damages and not as a penalty:
      1. within a 12 month Service Period, the sum of $99.00
      2. within a 24 month Service Period, the sum of $199.00
      3. within a 36 month Service Period, the sum of $299.00
    2. A data termination charge of $249.00 will apply to the termination of a data feature or plan before the end of the Service Period where the cost of the cellular unit was reduced in exchange for agreeing to subscribe to the feature or plan for the duration of the Service Period. Should you terminate the wireless service as well as the data feature or plan before the end of the Service Period; the early data termination charge will be charged in addition to the applicable service termination charge.
    3. You may terminate this Agreement, without paying the termination charge, on 10 days written notice, if Latitude Wireless provides notice of its intention to exercise its discretion pursuant to paragraph 1 d.
    4. Either you or Latitude Wireless may terminate this Agreement, on 30 days written notice, at any time after the end of the Service Period. You will remain and are liable for all outstanding charges for the Service that Latitude Wireless provides to you until the date the Agreement is terminated.
    5. If an event of default occurs, Latitude Wireless may, in its sole judgment, and without limiting any other rights or remedies it may have, terminate or suspend your Service, without notice, and bill you immediately for all charges outstanding up to the date of the termination or suspension. You will pay all of the costs and expenses incurred by Latitude Wireless by reason of an event or default or by reason of Latitude Wireless exercising its remedies in relation to that default, and such costs and expenses, including with limitation, legal costs, on a solicitor and his own client basis, are due and payable as soon as you are billed. On termination of Service under this paragraph, you authorize Latitude Wireless to charge all amounts owing to any of your credit cards specified on the face page of this Agreement.

9. Default Events

  1. Any one or more of the following events is an event of default:
    1. you do not make payments due under this Agreement, when invoiced, or does not make payment for the Service rendered by Latitude Wireless upon Latitude Wireless’s request whether or not an invoice has been rendered.
    2. you do not perform or observe any covenant, condition or agreement in or relating to this Agreement;
    3. Latitude Wireless, in its sole discretion, deems you a credit risk;
    4. you use the Service in a manner that, in the sole discretion of Latitude Wireless, adversely affects the use of the Service by any other customer in any way whatsoever;
    5. a representation or warranty in this Agreement or in any other document or certificate provided by you in relation to the Agreement or the provision of the Service, is incorrect in a material respect;
    6. in the sole discretion of Latitude Wireless, circumstances indicate that action must be taken immediately to protect Latitude Wireless from network harm resulting from equipment provided by you or any one else, or that your continued use of the system represents an abnormal risk to Latitude Wireless.
  2. 10. Return Policy
    1. You may return your cellular unit or other device (other than a SIM card) (a “Device”) to the store where purchased (or the address specified for returns, if applicable) and Latitude Wireless will refund you the amount you paid for it, if the Device: (a) is returned within 14 days from purchase, (b) is in “like new” condition with all components, manuals and original packaging, and (c) has not exceeded 30 minutes of voice usage in the case of phones, smartphones and Turbo Hubs or 50 MB of data usage in the case of data Devices (which includes, without limitation, tablets, Turbo Sticks, wireless modems and Turbo Hubs). You are responsible for payment of any minutes, usage or service incurred. If you terminate your Service Agreement on return of the Device as set out above, you will not be charged any cancellation payment as set out in this section.

11. Deposit

  1. As security for the payment of charges provided for in this Agreement, Latitude Wireless may, at any time or from time to time, require that you provide a deposit. The deposit will be held by Latitude Wireless, without interest to you, in an amount Latitude Wireless determines to be appropriate. Latitude Wireless may apply the deposit from time to time, to amounts outstanding by you pursuant to this Agreement, including without limitation amounts outstanding as a result of termination or suspension, and this right is without prejudice to any other right Latitude Wireless may have. If the Service has been terminated or suspended and there are no outstanding charges, or if such charges are less than the amount of the deposit, you will be entitled to a refund of the deposit, or the remaining balance thereof, as the case may be.

12. Prepaid Customers

  1. Your agreement with Latitude Wireless is in effect from when a telephone number is assigned to your cellular unit until your prepaid service is terminated or your cellular unit is deactivated due to inactivity as set out below.
  2. Amounts will be deducted from your prepaid account immediately for usage and pay per use services.
    1. Usage includes the following: cellular airtime usage per minute, including retrieval of voice messages, rounded-up to the nearest minute, and message toll charges and other charges arising in respect of long distance calls originating from or received on your cellular unit, rounded-up to the nearest minute.
    2. Pay per use services includes texting
    3. See latitudewireless.ca/prepaid for detailed rates and service availability.
  3. Prepaid service and features will be terminated or suspended if a zero balance occurs. Once service is terminated or suspended you will not be able to receive voice calls, text messages or voicemail or make calls or send text messages.
  4. You will not receive a monthly bill or any call or usage detail records.
  5. When you top up your prepaid account it may take up to 48 hours for the funds to be deposited in your account. Top up credits are non-refundable, non-transferable, and will expire after a specified time period.
  6. A telephone number assigned to a prepaid cellular unit will expire 181 days following a zero balance on the account of that cellular unit. If you wish to continue using the prepaid service you will be required to purchase a new cellular unit with a new pre-assigned telephone number.
  7. Latitude Wireless will not refund any unredeemed prepaid vouchers or other credit devices, credits purchased and applied to a cellular unit, or expired vouchers or other credit devices. Latitude Wireless is not responsible for lost, stolen, or destroyed prepaid cards, pin numbers, vouchers, or any other credit device used for prepaid service.

13. Entire Agreement

  1. The parties acknowledge that this Agreement contains the entire agreement between the parties and that there are no other terms or conditions of this Agreement, and that this Agreement takes the place of all other agreements, discussions and correspondence between the parties or their agents or representatives. The parties acknowledge and agree that the transmittal and/or storage of signed copies of this Agreement by facsimile or other mechanical or electronic form and the copies or other replications of it, is and are hereby accepted as legally binding.

14. Governing Law

  1. This Agreement will be governed by and interpreted in accordance with the laws of the jurisdiction in which the Service is provided and the federal laws applicable therein.

15. Waiver

  1. No failure or delay on the part of either party to exercise any right or remedy found in this Agreement, or otherwise arising at law, will operate as a waiver of that right or remedy, nor will it prevent the further exercise of it, nor will it prevent the further exercise of any other right or remedy. Except as expressly provided to the contrary, the remedies provided in this Agreement are cumulative and are not exhaustive of any other remedies provided by law or in equity.

16. Interpretation

  1. The headings will not form part of this Agreement and it will be read with all changes of number and gender required by the context.
© Latitude Wireless 2012