TERMS OF SERVICE FOR JUMPTOOLS

(JumpTools and JumpTools Plus)

THIS AGREEMENT WAS LAST UPDATED ON NOVEMBER 5, 2007

Please read the following terms and conditions carefully, as they form the agreement between us. If you do not agree to these terms and conditions, you may not use the service and should not proceed to register. By using the Service after November 12, 2007 you are agreeing to be bound by this Agreement.



This is our agreement with you and sets out the Terms and Conditions of your Service. This agreement must be read in conjunction with any JumpTools brochure, guide or material describing the plans, features or services you have selected that are currently in effect.

Throughout this document:

"Internet Provider" means whatever company with whom you have your internet plan.

"personal information" means all contact information necessary to register for the Services and medical information shall mean all medical conditions, treatments, drugs and any other relevant information required to treat any medical or physical condition you may have or may currently be experiencing.

"Service" or "Services" means either or both of the JumpTools or JumpTools Plus Services, depending upon which Services which you have registered for.

"us", "we", "our" and "JumpTools" means JumpTools Inc.

No oral representation of any sales representative, dealer, agent, officer or employee of JumpTools shall vary the terms and conditions of this agreement. You understand and agree that this agreement cannot be changed by you.

You understand and acknowledge that if you sign up only for the JumpTools Service that you will only have access to the Services between the hours of 8:30 a.m. Eastern Standard Time and 15:30 p.m. Eastern Standard Time, Monday to Friday, during the school year, excluding any holidays or professional development days. The JumpTools service is not available on weekends or during school holidays.



We may change this contract at any time. You must review this contract on a regular basis. You can find the most recent version of the contract at www.jumptools.com/terms_of_service.htm. The changed contract is in effect right away. If you do not agree to changes in the contract, then you must stop using the Service. If you do not stop using the Service, then your use of the Service will continue under the changed contract.



You will use the Services in compliance with the law and with any Service rules as adopted by JumpTools from time to time. You will use the Services only to acquire assistance for medical emergencies where 911 response is required. You will not resell the Service to any other person. You will not use the Services to transmit or send any annoying, inappropriate, improper, excessive, threatening or obscene material or to otherwise harass, offend, threaten, embarrass, distress or invade the privacy of any individual or entity. You will not engage in any activity that could compromise the security of or disrupt or interfere with the Services or the JumpTools website. You will not and will not permit anyone else to reproduce, alter, adjust, repair or tamper with any signalling, identification or transmission function or component of any phone used in conjunction with the Services. The area in which your Services are provided may be enlarged or reduced in scope from time to time at the sole discretion of your Cellular Provider and you acknowledge that JumpTools shall have no control or liability whatsoever with respect to the service coverage offered by your Cellular Provider. You agree that, to maintain or improve the Services, or for other business reasons, JumpTools can in its sole discretion, suspend, restrict, modify or terminate all or any part of the Services or make changes to the Services without notice to you. You shall be responsible for maintaining the confidentiality of your JumpTools account, (including without limitation and as applicable, any and all UserID or login names and passwords) and you are similarly responsible for all uses of your JumpTools account whether or not such uses are actually authorized by you. JumpTools may, in its sole discretion, alter, limit or delete any part of the online services at any time. You agree to immediately notify us of any unauthorized use of your registration information or any other breach of security of which you are aware.



You acknowledge that it is your sole responsibility to provide us with up-to-date and accurate personal information immediately upon change of any circumstance and on an on-going basis and that failure to do so may result in us being unable to provide Emergency Services with your personal and medical information and/or dispatch 911 to the correct location. For the purposes of this section, personal information shall mean all contact information necessary to register for the Services and medical information shall mean all medical conditions, treatments, drugs and any other relevant information required to treat any medical or physical condition you may have or may currently be experiencing.



Unless you provide express consent or disclosure is pursuant to a legal power, all information kept by us regarding you, other than your name and address, is confidential and may not be disclosed by us to anyone other than: Emergency Services in response to a 911 call; a teacher, principal, school nurse or individual designated by the school administration as necessary to assist them in rendering medical aid pursuant to the JumpTools or JumpTools Plus service; you or a person who in our reasonable judgement is seeking the information as your agent; an agent used by us to evaluate your credit or collect outstanding balances owed to us by you (if the agent requires the information and agrees to use the information only for that purpose); a public authority or its agent if we reasonably believe that there is imminent danger to life or property that could be avoided or minimized by disclosure of the information; a law enforcement agency if we reasonably believe that you or anyone using your phone is engaged in fraudulent or unlawful activities. You may inspect any records related to the provision of your Services by JumpTools, provided that you pay our related extraordinary costs.

Subject to this Section 5 and as set out in the paragraph above, you agree that we may continue to collect, use and disclose personal information about you for the purposes identified in our Privacy Policy which may be amended from time to time. More information about our privacy policy is available on our Web site at www.jumptools.com/privacy.htm. If you have any questions or concerns about these privacy practices, you may call 1-866-315-0142 or send an e-mail to privacyofficer@jumptools.com



You acknowledge that we shall have the right, but not the obligation, to monitor and record all telephone calls relating to the use of the Services. In addition, you acknowledge that we have the right, but not the obligation, to monitor use of our Internet site. You consent to any such monitoring and logging that is necessary to satisfy any law, regulation or other government request, or to enhance operating efficiencies, improve service levels, assess client satisfaction, or protect JumpTools or its clients from unwanted use of certain services or applications.



All fees for the Services and other charges, including taxes, are due and payable as specified by JumpTools on invoices to you or the person or company paying the bill or as otherwise arranged with you by JumpTools. Charges will be deemed to be correct if not disputed by you within thirty (30) days of the invoice date. Your fees for the Services, any applicable taxes and other charges will continue until the Services are terminated. If you change your residence from one province to another, or move from a Canadian province to the United States, a different JumpTools rate plan may apply (if you move into another jurisdiction the Services may not be available and it is your sole responsibility to confirm with us whether the Services are available and to provide the appropriate changes to your personal information). If your phone is lost, stolen or damaged, you must pay all monthly and other charges for the use of the Services up to the time that we are properly notified. All amounts not paid by the due date are overdue and you must also pay a late payment charge of 1.5% per month (18% per annum) on all overdue amounts. Any credit balance less than or equal to $5 at the time of cancellation of your account will not be refunded to you. A returned payment administration fee will be charged on your next invoice for any payments not honoured by a financial institution or credit card company. If your account is in arrears and we have not terminated the Services, you will be billed on a per use basis.



Under certain circumstances, we may require a security deposit from you. If a deposit is required and your account is kept current for the required time, we will return the deposit to you by applying the deposited amount to your account. Otherwise, we will refund the deposit to you upon cancellation of your service.



You acknowledge that the Services are only currently available in the Province of Ontario. Coverage areas may vary among Cellular Providers and it is your responsibility to ensure that you have adequate cellular coverage.

You further acknowledge that the Services are not available in Quebec and that the Services shall not be available when you are traveling outside of the province or state in which you have registered for the Services unless expressly stated otherwise by JumpTools.



The service is provided on an "as is" and "as available" basis. Use of the Services is at your sole risk. JumpTools, its directors, officers, shareholders, employees, affiliates, resellers, distributors, service providers and/or suppliers (each a "Protected Party" and collectively the "Protected Parties") make no representations, warranties or conditions, express or implied. The Protected Parties disclaim all warranties and conditions (express, implied or statutory) relating to the Services and without limiting the generality of the foregoing, JumpTools does not guarantee timely, secure, error-free or uninterrupted Services or receipt of material or messages transmitted over or through your cell phone provider's cellular network or the networks of other companies or in respect of the Internet. The Services may fail or be interrupted for reasons including, but not limited to, environmental conditions, technical limitations, defects or failures, limitations of the systems of other telecommunications companies, emergency or public safety requirements, natural disasters, power outages or other causes beyond JumpTools' reasonable control.



JumpTools, its directors, officers, shareholders, employees, affiliates, resellers, distributors, service providers and/or suppliers will not be liable to you or any other person for any damages (direct, indirect, consequential or other, including but not limited to, physical injury, allergic reaction, illness, physical discomfort, death, damage to your person or damage to your property or premises), expenses, loss of profits, loss of earnings, loss of business opportunities, loss of data, or other similar loss, arising out of or in connection with the provision, use or failure of the Services, whether caused by negligence or otherwise, and whether claimed in contract, tort or otherwise. Without limiting the generality of the foregoing, you expressly acknowledge that we are not liable for:

• Any coverage limitations of your Cellular Provider's wireless service network;
• Any failure by your cell phone to operate, including but not limited to, technical failures, insufficient signal strength, building conditions, other obstructions which may block, prevent or weaken cellular signals or network failures;
• Any failure for us to locate you in the event that your cell phone is disconnected;
• Any failure by you to maintain your cell phone in working condition;
• Any failure by you to maintain your cell phone account in good standing;
• Any failure of Emergency Services, school personnel or other person to arrive in a timely manner;
• Any failure whatsoever relating to, or affecting 911 response times;
• Any negligent treatment by Emergency Services, school or any other person to whom your personal information is provided to by us;
• Any misdiagnosis;
• Any misuse of personal or medical information; or
• Any fraudulent or criminal act committed by you or anyone using your cell phone.

You further acknowledge that JumpTools does not provide any medical diagnosis whatsoever through either the JumpTools or JumpTools Plus programs and that any documentation or information provided to Emergency Services, school personnel, or any other person is solely for informational purposes and that we are not liable for any treatment given or medical decisions of qualified or unqualified persons whether based on the medical documentation we provided or otherwise.



You will indemnify JumpTools from all losses, expenses and all manner of actions, claims and judgments sustained by or made against JumpTools in connection with your use or misuse of the Services, any phone used with the Services or violation of these terms and conditions. This indemnity will extend to JumpTools Inc. and its directors, officers, shareholders, affiliates, associates, employees, agents, servants, contractors, suppliers, representatives, successors and assigns.



Unless otherwise agreed, you may terminate the Services at any time by providing thirty (30) days prior written notice to us. You acknowledge that if the cellular service for your cellular phone or device registered in the system is suspended or deactivated we will be unable to provide the Services for which you have subscribed.

JumpTools may suspend or terminate the Services and this agreement at any time, without any notice or liability: if you fail to pay any amount when due (including any required deposit); if JumpTools, in its sole discretion, considers you an unacceptable credit risk; if you are in default under these terms and conditions or any other agreement between you and JumpTools, an JumpTools re-seller or any assignee; if you provide us with false or misleading information, you use the Service or Services fraudulently, unlawfully or improperly or in a way that adversely affects our operation or the use of Services by other customers; or if we reasonably apprehend the occurrence of any such events. Further, unless otherwise agreed, we may terminate the Services provided to you at any time by providing you with fifteen (15) days' notice. If the Services are terminated, you will remain liable for all accrued and pre-paid fees and charges.

Furthermore, you expressly, acknowledge and agree that if you misuse the Service or Services that you will be charged by us on a per incident basis for Services rendered and that we may terminate your service immediately subsequent to such misuse of the Services.



Any claim, dispute or controversy (whether in contract or tort, pursuant to statute or regulation, or otherwise and whether pre-existing, present or future - except for the collection from you of any amount by us) arising out of or relating to: (a) this agreement; (b) oral or written statements, or advertisements or promotions relating to this agreement or to a product or service; or (c) the relationships which result from this agreement (including relationships with third parties who are not parties to this agreement), (each, a "Claim") will be referred to and determined by private and confidential mediation before a single mediator chosen by the parties and at their joint cost. Should the parties after mediation in good faith fail to reach a settlement, the issue between them shall then be determined by private, confidential and binding arbitration by the same person originally chosen as mediator. Either party may commence court proceedings to enforce the arbitration result when an arbitration decision shall have been rendered and thirty (30) days have passed from the date of such decision. By so agreeing, you waive any right you may have to commence or participate in any class action against JumpTools related to any Claim and, where applicable, you hereby agree to opt out of any class proceeding against JumpTools otherwise commenced. If you have a Claim you should give notice to mediate and arbitrate to JumpTools Inc., 171 East Liberty Street, Suite 250, Toronto, Ontario, Canada  M6K 3P6  Attention: R. Ding Au. If we have a Claim we will give you notice to mediate/arbitrate at your last known address of record. Mediation and arbitration of Claims will be conducted in such forum and pursuant to such rules as you and we agree upon, and failing agreement will be conducted by one mediator-arbitrator pursuant to the laws and rules relating to commercial arbitration in the province of Ontario that are in effect on the date of the notice to mediate and arbitrate.

15. INTERPRETING THE CONTRACT.

All parts of this contract apply to the maximum extent permitted by applicable law. A court may hold that a part of this contract cannot be enforced as it is written. If this happens, then that part will be replaced by terms that most closely match the intent of the part that cannot be enforced. The rest of this contract will not be changed. If any part of this agreement is held or rendered invalid or illegal, the remainder of this agreement continues to apply. This is the entire contract between us regarding your use of the Service and related Software. It supersedes any prior contract or statements regarding your use of the Service and related Software. If you have confidentiality obligations related to the Service and related Software, those obligations remain in effect (for example, you may have been a beta tester). The headings to the sections of this Agreement are used for convenience only and shall have no substantive meaning. The controlling language of this Agreement is English. If you have received a translation into another language, it has been provided for your convenience only.

16. ASSIGNMENT.

JumpTools may assign this contract, in whole or in part, at any time with or without notice to you. You may not assign this contract, or any part of it, to any other party. Any attempt by you to do so is void. This Agreement shall be binding on and shall enure to the benefit of the parties and their successors.

17. FORCE MAJEURE.

If, and to the extent that, as a result of any act of God, war, riot, fire, flood, explosion, accident, sabotage, lack of adequate fuel, power, labour trouble, strike, lock-out, injunction, any change in applicable laws after the date hereof, or any other event, whether or not of the type enumerated herein, beyond the reasonable control of JumpTools, hinders or limits performance by JumpTools of any of our obligations hereunder, we shall be relieved of our obligations hereunder provided that we give written notice to you describing in reasonable detail all material particulars of the Force Majeure in question and the effect of the Force Majeure as it relates to the obligations of us and provided further that we shall use our reasonable best efforts to remove or otherwise address as soon as commercially practicable any impediments to the fulfilment of our obligations hereunder as a result of such Force Majeure.

18. JUMPTOOLS' NOTICES TO YOU; CONSENT REGARDING ELECTRONIC NOTICES.

We may give you data regarding the Service in electronic form. We may provide such data to you via e-mail at the e-mail address you specified when you registered for the Service or by access to a JumpTools web site. As long as you access and use the Service, you will have the necessary software to receive such notices. It is your responsibility to ensure that the Subscriber, Emergency Contacts and you have the required hardware to receive such notices and to maintain said hardware in working condition. If you do not consent to receive any notices electronically, you must discontinue your use of the Service. E-mail notices will be deemed to be received once they are sent to the e-mail address specified in the personal information provided to us by you.

19. YOUR NOTICES TO JUMPTOOLS

You may notify us by e-mail or postal mail. Your notices to us must be addressed to either customerservice@jumptools.com or JumpTools Inc., 171 East Liberty Street, Suite 250, Toronto, Ontario CanadaM6K 3P6  Attention: Customer Service.