WIPSTREAM – Subscription Terms and Conditions – July 1, 2021

These Terms and Conditions ("Terms") govern your use of and subscription to the WIPSTREAM products and services (“WIPSTREAM”) provided by NeedExtraData Systems Ltd. (“NeedExtraData”) pursuant to your subscription order.

Your subscription to WIPSTREAM is based on your acceptance of and compliance with these Terms, as well as the WIPSTREAM Website Terms and Conditions and Privacy Policy.

Please read these Terms, as well as the Website Terms and Conditions and Privacy Policy, carefully before using WIPSTREAM.

By subscribing for and using WIPSTREAM you agree to be bound by these Terms and accept all legal obligations relating to the Terms.

If you do not agree to the Terms, please do not continue with a subscription for WIPSTREAM.

1.   Definitions: For the purposes of these Terms,

(a)   "us", "we", or "our" means NeedExtraData, and its directors, officers, principals, agents, employees, and affiliates;

(b)  “NED Parties” means our partners, licensors, representatives, agents, associates, affiliates and each of their respective officers, directors, employees, and shareholders, and their respective representatives

2.   WIPSTREAM Accounts:

(a)  When you subscribe for WIPSTREAM, you create a WIPSTREAM account, and you must provide us information that is accurate, complete, and current at all times. Failure to do so constitutes a breach of the Terms, which may result in immediate termination of your account and WIPSTREAM subscription.

(b)  You are responsible for maintaining the confidentiality of the account information in your possession, including your password, and for any and all activity that occurs under your account. This includes in the event of your failing to keep your account information secure and confidential.

(c)  You will promptly notify us if you become aware of any unauthorized use of your account or account information, including password.

(d)  You agree to take such reasonable steps as are necessary to prevent any unauthorized use of your WIPSTREAM account.

(e)  You agree to be responsible and liable for losses incurred by any of us, the Ned Parties, and third parties due to breach of these Terms in the event that you fail to keep your accountinformation secure and confidential.

(f)   You agree not to use anyone else’s account or account information at any time without the express permission and consent of the account holder.

3.   Subscription Term and Free Trial Period

(a)  WIPSTREAM is offered on a monthly basis.

(b)  Your subscription begins on the subscription date (the “subscription date”), which is the date in the month that you complete a subscription purchase order through our website. For example, if you complete a subscription purchase order through our website on July 10th, then your subscription date is July 10th.

(c)  WIPSTREAM’s 30-day free trial period (if offered) applies only to Wipstream Home subscriptions and commences on the subscription date and continues for 30 days, including the subscription date. For example, for a subscription date of July 10th, the free trial would continue up to and including August 8th.

(d)  During the 30 day free trial period, you have 30 days to try WIPSTREAM Home at no charge. The trial period includes your WIPSTREAM Home device having access to 5 GB of free cellular data in Canada. If you wish to cancel the subscription during the free trial period, then:

(i)          You must notify us via phone, or email, within the 30 day period, at which time the subscription will be cancelled without charge for the recurring subscription fee or usage charges; and

(ii)         Following notification, the WIPSTREAM Home device must be returned to us within 45 days of the initial subscription date, using the supplied return label, and be delivered in original packaging in working condition, undamaged, with all of the components and peripheral items, otherwise the WIPSTREAM Home device will be considered sold to you and you will be charged for the device portion of the set up cost.

(f)   WIPSTREAM will be renewed automatically on a monthly basis at the existing rates for recurring subscription charges. If you wish to cancel the renewal of your subscription:

(i)          You can cancel the renewal of your subscription by providing us with written notice of non-renewal at least 7 days in advance of an upcoming payment date (the 7 days are not including the payment date, but including the date of notice).

(ii)         For example, if your next payment date is October 9th, then you must give us notice of cancelation of the renewal on or before October 2nd.

4.   WIPSTREAM Home Device During Free Trial

During the free trial period

(a)  WIPSTREAM Home devices shall at all times remain the property of NeedExtraData from the date on which you receive a WIPSTREAM device through the return date.

(b)  You must take reasonable and prudent precautions to protect a WIPSTREAM Home device against loss, theft, or damage while in your care, custody, and control.

(c)  If a WIPSTREAM Home device is lost, stolen or damaged, you must notify us immediately.

(d)  Only our authorised service providers may service a WIPSTREAM Home device.

(e)  You are responsible for, and you authorize us to charge you for, the replacement costs of a WIPSTREAM device if a WIPSTREAM device that has been delivered to you has been lost, damaged, or stolen prior to the device being returned to us pursuant to the cancellation of your subscription during the free trial period and in accordance with these Terms.

5.   Billing and Notices

(a)  Monthly subscription fees and charges are billed and paid in advance on a recurring monthly basis, subject to payment of your initial set-up cost, as well as payment for any periodic data that you purchase from us.

(b)  During your subscription,

(i)          Your monthly payment period commences on the numeric day in the month immediately following the last day of the free trial period (the “start day”);

(ii)         Your monthly payment period continues for one month to and including the day prior to the start day in the following month;

(iii)        The start day will be the same numeric day in each subsequent month; and

(iv)        Your payment date for monthly subscription fees and charges will be charged to your credit card on the start day in each month.

For example, if your subscription date was July 10th, and your free trial period ended on August 8th, then

•     your start day will be the 9th  of each month throughout your subscription (in this example, your first start day will be August 9th);

•     your monthly payment period will begin on the 9th  of each month, commencing on

August 9th, and would continue to and include the 8th  day of the following month, unless otherwise cancelled or terminated pursuant to these Terms;

•     your payment date for will occur on the 9th  of each month);

(c)  A payment receipt will be generated and emailed to you when the charge is processed on the start day in each month throughout your subscription.

(d)  All prices, rates, and fees for WIPSTREAM products and services are in Canadian Dollars and are exclusive of applicable taxes. Any applicable tax will be indicated on the receipt.

(e)  If you are exempted from payment of such taxes then you must provide an original government-issued certificate attesting to tax-exempt status.

(f)   Billing disputes must be reported to customer care administration (admin@wipstream.io / 306-291-3092) within 15 days of the receipt date or any such dispute may be deemed waived.

(g)  It is your responsibility to verify the content of a receipt and report any errors or inconsistencies regarding the recurring subscription fees, usage charges, and set-up fees billed and identified in the receipt.

(h)  Recurring subscription fees wrongly billed will be credited by the amount of the excess incurred within the previous 90 days of subscription.

(i)   Non-recurring charges, including usage charges, set-up fees, or other applicable fees, wrongly billed will be credited by the amount of the excess incurred provided that a dispute has been received within 15 days of the receipt date.

6.   Payments

(a)  All of our subscriptions and purchases of data are purchased and paid for through our website by credit card or applicable device financing.

(b)  When purchasing your subscription, you will need to submit credit card information with authorization to be used for pre-authorized payments, which validates our processing of the information for payment of the due fees and charges relating to your subscription.

(c)  When purchasing additional data, we will continue to use the credit card information on file with your authorization to be used for pre-authorized payments, which validates our processing of the information for payment of the due fees and charges relating to your purchase of additional data.

(d)  You must notify us of any changes in your payment information.

(e)  If an authorized credit card payment fails to process, you will receive a notice from us, and two further attempts over the subsequent two days will be made to process the payment.

(f)   We may temporarily disconnect, or fully terminate, your WIPSTREAM subscription and access at our discretion, either immediately or upon notice given to you, for failure to process payment, or as otherwise in accordance with these Terms, and as further set out below under Compliance and Termination.

(g)  In the case of termination for non-payment, you will be fully liable to us for all charges accrued to date of termination, which will include full immediate and accelerated charge and payment for the balance of a WIPSTREAM device having be financed, as well as for charges incurred by us owing to non-payment, such as (but not limited to) collection costs and legal fees on a solicitor and client basis.

7.   Financing a Device and Credit Verification

If you finance the purchase of a WIPSTREAM device, you understand that

(a)  the information provided to us in the sign-up process or afterwards may be used to determine your credit worthiness and assess your ability to meet the financial obligations under your subscription;

(b)  we us the major credit bureaus as our main source for collecting credit information and such inquiries will be visible on your credit report;

(c)  you authorize us and the NED Parties to request and obtain personal information on an ongoing basis from credit bureaus from previously collected credit history information;

(d)  you authorize us and the NED Parties to exchange personal information on an ongoing basis with credit bureaus in order to protect you, to ensure the completeness of the information and to maintain the integrity of the credit granting system:

(e)  you authorize us and the NED Parties to co-operate with local, provincial and national

authorities in the investigation of unlawful or improper activities in order to protect you, us, and the NED Parties from fraudulent transactions;

(f)   you authorize us and the NED Parties to disclose personal information where necessary to protect the interests of you, us, and the NED Parties, and further in accordance with our Privacy

Policy and applicable law;

(g)  you agree that us and the NED Parties may conduct a preauthorization on your credit card, in order to determine credit worthiness, which may require blocking an applicable amount to be owed for your WIPSTREAM subscription;

(h)  we, and the NED Parties, reserve the sole and discretional right to refuse financing any part of the WIPSTREAM subscription should it be deemed that the credit approval criteria is not met; and

(i)   you agree to the acceleration of the financing term and immediate payment of outstanding

WIPSTREAM device purchase charges upon termination of your subscription pursuant to these Terms.

8.   Data Purchase and Notification

(a)  WIPSTREAM devices are restricted for use of cellular data in Canada. A WIPSTREAM device used internationally will lose access to cellular data and its optimal functionality, as the device will not add more bandwidth to your data stream. However, the device will continue to provide intelligent data management for your existing internet connection.

(b)  For full and optimal use outside of Canada, a subscriber may purchase an international data package from WIPSTREAM.

(c)  Subscriptions include 5 GB of domestic cellular data each month. Subscribers may purchase domestic cellular data from WIPSTREAM during each monthly subscription payment period.

(d)  Data provided pursuant to an active subscription or purchased from WIPSTREAM remains credited to the subscribers account, in what we call the subscriber’s “data bank”, month to month, until it is used or the subscription is terminated or cancelled in accordance with these Terms.

(e)  If a subscription is terminated or cancelled, then the remaining data purchased and credited in the subscriber’s data bank will be lost.

(f)   The subscriber will be notified

(i)          When there is 5 GB of data left in a subscriber’s date bank;

(ii)         Again, when there is 2 GB of data left in a subscriber’s date bank; and

(iii)        Again, when there is 1 GB of data left in a subscriber’s date bank.

(g)  Notifications will contain a link to purchase more data. If more data is purchased, the transaction immediately adds the additional data to the subscriber’s data bank.

(h)  When a subscriber is out of data in the subscriber’s data bank, the WIPSTREAM device will lose access to cellular data and its optimal functionality, as the device will not add more bandwidth to your data stream. However, the device will continue to provide intelligent data management for your existing internet connection.

9.   Wipstream Sentinel

a)   Wipstream Sentinel provides alternate internet bandwidth to connected devices upon detection of an outage of the primary connection.

b)   Connection speeds are dependent an available cellular tower capacity at the time of outage and are not guaranteed by Wipstream

c)    Wipstream Sentinel will cover data costs associated with an internet outage of the primary internet connection.

d)   Wipstream Sentinel provides alternate internet for intermittent outages. If Wipstream determines in its sole discretion that the Subscriber’s primary internet connection is insufficient or unavailable to provide at least 95% of the Subscribers usual internet activity, Wipstream may cancel the Subscription at the end of the monthly Subscription period.

e)   If a customer disconnects the primary internet connection the Wipstream Sentinel Subscription agreement is deemed void immediately and Wipstream may discontinue service.

f)    Wipstream Sentinel will not provide failover services for commercial video or server operations without special provisions negotiated with Wipstream before service begins.

10. Reasonable Use

(a)  You may use WIPSTREAM for your own lawful purposes only, and for regular commercial and/or residential use only.

(b)  WIPSTREAM cannot be used for transmitting or receiving any illegal, harmful, threatening, abusive, harassing, defamatory, obscene, or otherwise objectionable material of any kind.

11. Service Outage

(a)   WIPSTREAM will not function in the event of a power failure. Should there be an interruption in the power supply, WIPSTREAM will not resume until power is restored.

(b)  A power failure or disruption may require that you reset or reconfigure your device prior to resuming WIPSTREAM.

12. Purchased Devices

(a)  Your WIPSTREAM devise purchased from us is subject to the manufacturer’s warranty, if applicable. If applicable, you must refer to the limited warranty documentation or access the manufacturer’s website for information on the limitation and disclaimer of certain warranties. If not applicable, then you agree to accept the WIPSTREAM device on an “as is” basis and  you are not entitled to replacement or refund in the event of any defect.

(b)  We do not warrant the continuous functioning of all products and services manufactured by or belonging to any third party.

13. Compliance and Termination

(a)  We may from time to time set out use policies and guidelines for the use of WIPSTREAM.

(b)  We may temporarily disconnect, of fully terminate, WIPSTREAM at our discretion, either immediately or upon notice given to you:

(i)   if any charge is attempted on your credit card and is declined or fails;

(ii)  in the case of any other late or non-payment of account charges;

(iii) in the case of any breach of these Terms or of any other agreement, terms, or policies, incorporated by reference into these Terms;

(iv) we reasonably suspect or determine that your account or use of WIPSTREAM are subject to fraudulent, unlawful or improper usage or usage that adversely affects any related facilities, network or other users

13. Marketing Communication

(a)  Unless you decline to receive communications from us or withdraw your consent at a later date, you agree that we may send you communications by any means (including electronically or by phone) to inform you of new offers and promotions.

(b)  You may contact us at customer care administration (admin@wipstream.io / 306-291-3092) to change your communication options or withdraw consent.

14. Disclaimer.

(a)  WIPSTREAM is developed to sustain high-speed data services, however, there may be factors such as weather, signal strength, device capabilities, technical limitations, or outages that could affect your data speed.

(b)  WIPSTREAM uses the services of third parties to provide connectivity to the internet. By their nature, access to these services is subject to load limitations from other users, atmospheric interference, and other technical and environmental factors.

(c)  We cannot guarantee internet access or performance of the connection.

(d)  We make no representations or warranties, whether express or implied, with respect to the use of WIPSTREAM, including, without limitation, any implied warranties of merchantability, fitness for a particular purpose and title and non-infringement, other than as expressly set out in our website and/or in these WIPSTREAM Subscription Terms and Conditions as relates to WIPSTREAM products and services, as the case may be.

(e)  We disclaim all responsibility and liability for each of the following:

(i)   acts, omissions or conduct of any third parties in connection with or related to the use of WIPSTREAM;

(ii)  WIPSTREAM device failure;

(iii) Third-party equipment, network, or facility failure, shortage, upgrade, or relocation;

(iv) Force majeure events including but not limited to acts of God, strikes, fire, war, riot, government actions, inclement weather, pandemic, epidemic; and

(v)   Any other cause that is beyond our control.

15. Limitation of Liability.

(a)  You agree by using WIPSTREAM that in no event shall any of us and the NED Parties be liable for any direct, indirect, incidental, special, consequential, exemplary, punitive or other claims, liabilities, losses, expenses, damages or costs that results directly or indirectly from the access, use, or the inability to access, use, of WIPSTREAM or the transmission of confidential or sensitive information over the internet, even if advised of the possibility of such damages, including but not limited to as a result of negligence, gross negligence, negligent misrepresentation or fundamental breach.

(b)  These limits apply to any act or omission of any of us, the NED Parties, and third parties, which would otherwise be a cause of action in contract, tort or any other doctrine of law.

(c)  In the event that any of us and the NED Parties are found to be liable for any damage or loss which arises out of or is in any way connected with the use of WIPSTREAM, the transmission of confidential or sensitive information, or the conduct of any user, including you, notwithstanding these Terms, then you acknowledge and agree that the aggregate liability of us and the NED Parties shall in no event exceed any amount paid by you to NeedExtraData relating to the subscription of WIPSTREAM products and services provided to you by NeedExtraData, and you waive all claim and entitlement to any such greater amount.

16. Indemnification.

You remain solely responsible for your use of WIPSTREAM, and you agree to indemnify, defend, and hold harmless each of us and the NED Parties from and against all claims, liabilities, losses, expenses, damages, and costs, including reasonable legal fees, that any of us and the NED Parties become subject to resulting from or in connection with:

(a)  Any use of WIPSTREAM by you or by users of your account;

(b)  any violation by you, or by users of your account, of these Terms, including all terms and policies incorporated into these Terms by reference.

We reserve the right to assume the exclusive defense and control of any matter subject to indemnification by you. You will co-operate as fully as reasonably required in the defense of any claim.

17. Non-Waiver.

No failure or delay in enforcing strict performance of any of these Terms shall be construed as a waiver of any provision or rights. No waiver of any provision of these Terms shall constitute a waiver of any other provision. No waiver of any provision of these Terms shall constitute a continuing waiver unless expressly made in writing by us.

18. Notices; Changes to Terms

(a)  Notices to WIPSTREAM subscribers shall be considered given on the date sent out by us.

(b)  You are responsible for notifying us of any changes in your contact information by contacting customer care administration (admin@wipstream.io / 306-291-3092). Otherwise, we will continue to use the previous contact information until we have received notice of the contact information change.

(c)  We may from time to time change the Terms, services, products, or prices relating to WIPSTREAM by providing 30 days advance notice either by posting the change to WIPSTREAM website (please note that you are required to verify the website regularly for any changes made or announced), or by mail, electronic mail, or phone electronic mail directed to the contact information provided to us upon subscription to WIPSTREAM, or to the current contact information if we received notification that it has changed.

19. General Terms:

(a)  These Terms shall be governed by, and construed in accordance with, the laws of the Province of Saskatchewan and the laws of Canada applicable therein.

(b)  You agree to submit to the exclusive jurisdiction of the courts of the Province of Saskatchewan or any other judicial district or jurisdiction as we may select in any and all actions, claims, or disputes relating hereto, and that any action or claim must be brought individually and not consolidated as part of a group or class action complaint.

(c)  In the event that any of the provisions of the Terms are held by a court or other tribunal of competent jurisdiction to be unenforceable, such provisions shall be limited or deleted to the minimum extent necessary so that these terms and conditions shall otherwise remain in full force and effect.

(d)  Disputes must be reported to customer care administration (admin@wipstream.io / 306- 291-3092). If a dispute has not been resolved to your satisfaction by us, you may contact the Commissioner for Complaints for Telecommunications Services (CCTS): P.O. Box 81088 Ottawa, Ontario, K1P 1B1. Toll-free: 1-888-221-1687. TTY: 1-877-782-2384. Fax: 1-877- 782-2924. Email: response@ccts-cprst.ca. Website: www.ccts-cprst.ca.

(e)  These Terms, including all other documents incorporated by reference herein, are binding and constitute the entire agreement between NeedExtraData and you with respect to your use of WIPSTREAM.

(f)   The parties agree that the English language will be the language of the Terms and all documents in connection thereto, and each party waives any right (whether statutory or otherwise) to use and rely upon any other language, or translations.

(g)  Les parties ont demandé que cette convention ainsi que tous les documents que s'y rattachent soient rédigés en anglais.

(h)  We may assign our rights pursuant to these Terms and our ownership of WIPSTREAM or any related interest at any time without notice to you. You may not assign your rights under these Terms to anyone.

Last Modified: July 1, 2021

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