Preamble

The babyTEL Voice Platform ("Platform") is a set of APIs, Tools and Services that allows third-party application developers to voice-enable their applications and websites and turn their users friend relationships into a voice communications network that supports live synchronous voice conversations with conference calling, voice messaging and voicemail, and text-based instant messaging.

Our goal with the Platform is to allow developers of web applications to easily provide high-quality, socially-integrated voice functionality to their users. The principal user interface Tool for the Platform is the eggphone™, babyTEL's Java-based, platform-independent softphone/communications tool. All of your users will get an eggphone as part of your implementation of the Platform.

We also offer Paid Features and Premium Services as an optional add-on to the free Service we provide with the Platform. You will offer these to your users and be eligible for a commission based on those sales.

The Platform Partner Guidelines ("Guidelines") are here to help you understand how you should (and shouldn't) use the Platform, and we are always happy to answer any questions that come up along the way. You can contact our Platform Team anytime at .

Part 1: Rights and Responsibilities

1.1 General Principles

You are responsible for your application and its content and all uses you make of the Platform and the Service it provides. This includes ensuring your application or use of the Platform meets our Guidelines.

We give you all rights necessary to use the Platform's APIs, features, tools, code and content we provide to you, but only in connection with your application. This includes use of the eggphone. Platform features include the eggphone and the web application.

You may implement the Platform in any way you choose, as long as it is in compliance with the Guidelines.

Your users may use the Platform features to make on-net calls for free, and make use of voicemail and other messaging services, in compliance with our Fair Use Policy in Part 4 of these Guidelines. However, we do not guarantee that use of the Platform will always be free.

You must always prominently disclose to your users that any features of the Platform that you implement in your application are provided by babyTEL by using the phrase "Powered by babyTEL". You must never claim to have created any feature of the API, including but not limited to the eggphone and VoiceBlast.

Your users must agree to and abide by the babyTEL Terms of Use for the Service which we will provide to you where relevant.

You will not facilitate or encourage any violations of these rules. The Guidelines may be modified from time to time. You can always see the most up-to-date version of the Guidelines at ADDRESS.

1.2 Relationship between You and babyTEL

When you advertise or otherwise publicize your application’s voice capability, you must disclose that the capability is provided by babyTEL, and do so in compliance with these Guidelines.

We can create or support applications that offer similar features and services to, or otherwise compete with, your application.

We can analyze your application, content, and data for any purpose, including commercial (such as for targeting the delivery of advertisements and indexing content for search).

We can audit your application from time to time to ensure it is safe for users and is in compliance with the Guidelines. We reserve the right to terminate your use of the Platform at any time at our sole discretion.

You will not charge users for use of the Platform features. However, you may limit or restrict use of some Platform features in order to offer them as part of your paid or premium service with babyTEL’s permission.

All credentials we provide to you, including but not limited to passwords, API keys and secrets, etc. are for your use only and are not to be shared with any other parties without our express written permission.

Your status as Platform Partner does not constitute a legal partnership, joint venture, agent relationship or any form of legal relationship beyond your right to implement the Platform on your application subject to these Guidelines.

1.3 Use of Data

When your users make use of the features of the Platform, you will receive certain data relating to them. Your access to and use of that data will be limited as follows:

  • You will only use the data you receive for your application, and will only use it in connection with the Platform;
  • You will make it clear to users what user data you are going to use and how you will use, display, or share that data;
  • You will only use, display, or share a user's data in a manner respectful of the user's reasonable expectation of privacy;
  • You will delete all data you received from us relating to any user who removes or disconnects from your application;
  • You will delete all data you received from babyTEL if we disable your application or you disable the Platform;
  • We can require you to update any data you have received from us.
  • We can limit your access to data;
  • You will not transfer the data you receive from us without our prior consent.
  • You will not track users’ calling patterns nor make any attempt to intercept calls.

You will not collect users' information directly or using automated means (such as data mining, harvesting bots, robots, spiders, or scrapers) without babyTEL’s permission.

1.4 Limitations to Platform and Service

We provide the Platform and its Services on an “as-is” basis and offer no warrantee to you or your users that the Service will always be available or reliable, however we will endeavor to do our best to provide a quality and reliable Service. But without limiting the generality of the foregoing, we are not liable for any warranties of merchantability or of fitness for a particular purpose, or of delivery of Service without failure, interruption, delay, error or other problem, technical or otherwise, nor do we guarantee any profitability resulting from your use of the Platform.

We are never liable for the inability of one of your users or any third party who has use of our Services or your application to access or secure 9-1-1 or other emergency services or personnel.

We do not offer technical support to your users apart from the self-serve facilities that are part of the Platform. We offer no warrantee as to the accuracy or usefulness of these facilities. However, we will endeavor to provide your developers with adequate documentation technical support for their implementation of the Platform.

1.5 Prohibited Uses of the Platform

You will not use the Platform:

  • To do anything unlawful, misleading, malicious, or discriminatory;
  • To bully, intimidate, harass or intentionally annoy any user or any other person or encourage any such behaviour by your users;
  • To use or upload Trojans, worms, viruses or other malicious code;
  • To solicit a user’s own login information or that of other users;
  • In conjunction with an application containing, or advertise or otherwise market alcohol, tobacco, gambling or pornography-related or other mature content without babyTEL’s permission and satisfactory implementation of age-based restrictions.

You may not:

  • Reverse engineer, decompile or otherwise attempt to discover any source code contained in the eggphone or any other component of the Platform that is not made available to you as part of the Platform. You may not copy, reproduce, distribute or relocate any element of the Platform, including the eggphone, or make any other use not expressly permitted by the Guidelines or prohibited under the law;
  • Use or make available to your users any client not supplied or approved by babyTEL to access calling or messaging features of the Platform. This means you cannot use any softphone or IM client with the Platform or its Service unless babyTEL provides or approves it;
  • Send or otherwise post unauthorized commercial communications to users (such as spam).

You are liable for any and all content transmitted by or to you or your users. You shall assure that your users’ use of the Services complies with all applicable laws and regulations. We are never liable for your users’ behaviour or activities.

Part 2: Offering babyTEL Paid Features and Premium Services to your Users

You must let your users know that they can upgrade their eggphone by purchasing babyTEL Paid Features (“Paid Features”) that include eggphone customization features such as skins, ringtones and ringbacks.

You must let your users know that they can upgrade their Service by purchasing babyTEL Premium Services (“Premium Services”) that include the ability to add a phone number and make calls to fixed-line and mobile phones (“the PSTN”) and access 9-1-1 emergency services.

You must implement whatever components of the Platform are necessary to allow your users to purchase Premium Services and other Paid Features. We are responsible for billing and processing payments for all Paid Features and Premium Services transactions.

We are responsible for technical support for Paid Features and Premium Services at our sole discretion.

When a user enters the babyTEL Store using your application as a portal, and purchases a Paid Feature or Premium Service, you are eligible for a commission of 10% (ten percent) of what that user spent on Paid Features and Premium Services.

We do not pay a commission when your users buy hardware devices.

We do not pay a commission on your users’ excess or long-distance phone usage.

We will not pay commissions on any transaction we deem, at our sole discretion, to be fraudulent or the result of fraudulent or misleading activity or advertising by you, your users or any third party.

If for any reason you cease to be a Platform Partner, or if changes to your application result in it no longer implementing the Platform in a manner we determine at our sole discretion to be useful and significant, you will no longer be eligible to receive commissions.

We pay commissions in Canadian dollars.

Part 3: babyTEL Intellectual Property

The phrase “babyTEL Intellectual Property” means, in all language versions, forms, formats and media, all of babyTEL’s existing, pending and future registered or unregistered trademarks, trade and corporate names, service names, logos, existing, pending and future patents, protocols, processes, technologies, licenses, trade secrets, confidential information, marketing and business methods and strategies, competitive advantage, and every other intellectual property whatsoever inclusive of the babyTEL brand, reputation, image, goodwill and subscriber base.

You will use the babyTEL Intellectual Property only in accordance with the premium standards, quality, legal notices, specifications and directions as set out here in the Guidelines or as otherwise instructed in advance by babyTEL in writing. You will always use the babyTEL Trademarks correctly spelled and/or depicted and not as a verb or in the plural or in any other manner which might endanger the validity of the babyTEL Trademarks or of the registration thereof or application to register same. In the event of any misspelling or other incorrect depiction of or reference to the babyTEL Trademarks you must immediately correct the depiction or reference at your own expense.

You acknowledge that: (i) the continued maintenance of the great significance and value of the babyTEL Trademarks and associated goodwill; (ii) the premium quality of the Services and Products associated with the babyTEL Trademarks are an essential asset to babyTEL which has acquired secondary meaning in the mind of the public; (iii) any harm caused or resulting to the babyTEL Trademarks, or any default of the Guidelines relating to the babyTEL Trademarks, may not be adequately compensated in money damages and shall give rise, at our sole discretion, to equitable recourses inclusive of injunctive proceedings against you.

Specific babyTEL Trademarks:

babyTEL / babyTEL

Powered by babyTEL™ / Propulsé par babyTELMC

Graphics:

We will provide Graphics, such as the example provided below, for each specifically authorized babyTEL Trademark, and they must be used in accordance with the Guidelines.

Trademark Notices:

Unless we indicate otherwise in writing from time to time, any use of and reference to any of the above-mentioned babyTEL Trademarks must also include the notice that such are Trademarks of babyTEL Inc.

For example:

“[Insert desired babyTEL Trademark]” ”[® or ™]” is a trademark of babyTEL Inc. used under license./ «[Insérez la marque de commerce de babyTEL choisit] » « [® ou MC] » est une marque de commerce de babyTEL Inc. utilisée sous licence.
Eg: “ babyTEL® and the babyTEL logo™” are trademarks of babyTEL Inc. used under licence. / « babyTELMD et logo babyTELMC» sont des marque de commerce de babyTEL Inc. utilisée sous licence.

Part 4: Fair Use Policy

The Platform is provided for your users’ recreational, non-commercial use.

No application using the Platform may be designed as or promoted to be a replacement for local or long-distance phone service or used for any commercial purpose including but not limited to call-center operations.

Any application whose usage greatly exceeds the average usage of all Platform applications, or whose calling patterns are otherwise continuous or excessive may have its access to the Platform limited or terminated at babyTEL’s sole discretion.

Part 5: Governing Law

These Guidelines and compliance with them is governed by and construed solely in accordance with the laws in force in the province of Quebec, Canada, in force at the time of their acceptance, and only the courts therein shall be competent to hear any dispute.

You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to these Guidelines or use of the Platform alleged by you or your users must be filed within one (1) year after such claim or cause of action arose or the demander will be forever barred with respect to such claim or cause of action.

You agree that monetary or pecuniary damages are insufficient to repair harm caused by any default or violation, actual or anticipated, of these Guidelines and that babyTEL may seek any equitable and/or injunctive relief it deems necessary to protect and/or enforce its rights, including the right to seek specific performance. Further, babyTEL will be exempted from posting bond or other security in the course of obtaining this relief.

Part 6: Click Agreement

If you agree with and accept each and every term and condition of these Guidelines click "I Accept" below which will indicate your binding commitment to respect these Guidelines and to become a babyTEL Platform Partner.