IDT Express

TERMS OF USE

IDT Domestic Telecom, Inc. may modify these Terms of Use without notice and such modifications shall be deemed effective immediately upon posting of the modified Terms of Use. You agree to review these Terms of Use periodically to be aware of such modifications and your continued access or use of Services and/or Virtual DID Services (both as defined below) by you constitutes your acceptance to be bound by the revised Terms of Use.

VOICE TERMINATION SERVICES:

The clauses below set forth the terms and conditions ("Agreement") upon which IDT Domestic Telecom, Inc. ("COMPANY") located at 520 Broad Street, Newark, New Jersey, USA, 07102, shall provide and Customer shall purchase wholesale voice over Internet protocol ("VoIP") services ("Services"). Customer agrees as follows:

Rates and Codes: Rates are shown in terms of full minutes and calls are billed in accordance with the billing increments set forth in the rate notifications sent to you.

COMPANY reserves the right to increase or decrease its rates and/or change destination codes at any time upon email notice; any such decreases (other than by code deletion or addition) shall be effective immediately unless otherwise stated in the email notice. Any rate increases and/or changes to destination codes shall be effective no earlier than 00:00:00 Coordinated Universal Time ("UTC") on the "Effective Date," where the Effective Date means the date on which such email notice is sent PLUS seven (7) days. Notice of such changes shall be sent via email to the email address(es) provided by Customer. It is Customer's sole responsibility to maintain and update such email address(es). All in-effect rates and codes will be listed on the web portal. The time zone(s) used for identifying effective times and dates for changes contained in any written notice, all peak, off peak and economy traffic, and invoicing and other time sensitive matters shall be UTC time.

Currency: Customer will be billed and will make payments in U.S. Dollars ($) or Euros (€), as such currency is selected at the time of account sign up.

Resale of Services: All Services are provided for resale to Customer's customers, end users or subscribers. Customer is responsible for billing and collection from its customers, end users and subscribers including all taxes and fees. Customer is responsible for obtaining and maintaining all licenses, approvals and other authorizations necessary for the resale of Services. Customer hereby agrees to execute such other documents (including but not limited to Universal Service Fund forms) as COMPANY may reasonably request from time to time. Customer shall implement commercially reasonable measures to prevent the Services from being used for any unlawful purpose whatsoever including the transmission or offering of any information or services which are unlawful, abusive, harmful, threatening, defamatory, or which in any way infringe copyright, intellectual property rights, trademarks, or which are pornographic, or that may cause offense in any way. At the request of COMPANY, Customer will inform COMPANY of the aforementioned measures in effect and explain its operation. If such internal operating methods are deemed by COMPANY in its sole discretion to be inadequate, COMPANY may require Customer to implement additional measures to be mutually agreed upon by the parties.

Interconnection: The Parties shall connect their respective telecommunications switches via VoIP equipment which may be provided by a third-party supplier ("Supplier"). Each Party shall be responsible for procuring its VoIP equipment from its chosen Supplier and for all contractual obligations with that Supplier. Each Party will notify the other of the date from which the notifying Party's connectivity will be available. It is the Customer’s sole responsibility to safeguard its passwords, equipment and interconnection. COMPANY will not be liable for any unauthorized traffic which originates or terminates over the interconnect.

Prefix Routing: Some Customers will be given access to COMPANY's "prefix dialing feature", which will allow Customer to route each call to the desired call quality division by entering a dialing prefix as defined by COMPANY. Failure to prefix a call properly will result in calls being billed at the "default" division rates, a setting Customer controls via the web portal.

Suspension of Services: All Services are offered on a commercially reasonable basis only and are not guaranteed. In addition, COMPANY reserves the right to immediately suspend all or any part of the Services if: (i) Customer engages in activities that, in COMPANY's sole discretion, may cause disruption or damage to COMPANY's network or facilities; (ii) COMPANY detects any suspected fraudulent use of the Services and/or Artificially Inflated Traffic (defined below), whether directly or indirectly; (iii) Customer's account is inactive (passes no billable calls) for ninety (90) consecutive days; (iv) COMPANY requests identifying or other documentation from Customer for legal, administrative or regulatory purposes and Customer fails to provide appropriate documentation (in COMPANY's sole discretion) within a reasonable time; (v) No Customer monies are deposited into Customer's account within thirty (30) days of account turn up; and/or (vi) Customer exceeds its Credit Limit (defined below).

Post-Paying Customers: Payment: COMPANY shall, in its sole and absolute discretion, establish and modify payment terms and a credit limit for Customer. Such information shall be listed on the web portal. Customer shall make payment to COMPANY via Western Union Quickpay transfer or wire transfer of U.S. Dollars or Euros (as applicable) in accordance with the "Credit Limit," "Payment Terms" and "Invoice Due Date" fields set forth on the web portal. All wire transfer or Western Union fees shall be borne by Customer, such that COMPANY receives the full amount of the amount billed. Any payment shall be deemed valid only when it reaches COMPANY's account as cleared funds. If payment is not made in full by the due date, COMPANY shall have the right to suspend or terminate the delivery of all or any part of the Services provided hereunder without notice or demand until such time as payment, including applicable interest, is paid in full. Any payments not received by COMPANY by the due date will bear interest at a rate of one and one-half percent (1½ %) per month or the maximum rate permitted by law, whichever is less, from the due date until paid in full. Any payments received that are less than the total amount due will be applied first to interest and collection fees, then to the oldest invoice(s) outstanding.

Credit Limit: “Credit Limit” is defined as all unpaid amounts invoiced to Customer plus non-invoiced usage. Service shall be suspended without notice when the Credit Limit is reached or exceeded unless (a) an interim payment is made prior to the due date; or (b) a credit limit increase has been applied for by Customer and granted by COMPANY at its sole discretion prior to the due date. To ensure that the Credit Limit is not exceeded over a weekend or holiday, Customer shall make all interim payments so that cleared funds are in COMPANY'S account by the immediately preceding Thursday before 5pm New York time.

COMPANY may, in its sole discretion, require Customer to provide a cash deposit. The amount of the cash deposit shall be determined by COMPANY and shall be due seventy-two (72) hours prior to activation of Services. If Customer is already purchasing Services from COMPANY at the time of the deposit request, the deposit shall be due within twenty-four (24) hours of COMPANY’s request. COMPANY may offset against the cash deposit any amounts due under this Agreement by Customer that are not paid when due. Upon the expiration or termination of this Agreement for any reason, COMPANY will have the right to offset against the deposit any amounts owed to it by Customer, including any and all accrued interest or fees. Upon the reasonable request of COMPANY, Customer shall promptly increase the amount of the deposit, within twenty-four (24) hours written notice by COMPANY. If Customer fails to comply with any term or condition contained in this paragraph, COMPANY shall have the right to suspend the delivery of all or any part of the Services provided hereunder or terminate this Agreement without notice or demand.

Pre-paying Customers: Prepayment: Customer shall prepay COMPANY for all Services via Western Union Quickpay transfer, wire transfer, PayPal (if approved by COMPANY in its sole discretion) or credit card payment of U.S. Dollars or Euros (as applicable). All wire transfer, Western Union, PayPal or credit card user fees (including foreign currency or international transaction fees) shall be borne by Customer, such that COMPANY receives the full amount of the amount billed. In the event the prepayment amount reaches $/€0 (as applicable), Services shall be automatically suspended. In such event, COMPANY may (but is not obligated to) reinstitute Services to Customer once the prepayment has been replenished. Any suspension or termination shall not relieve Customer of its obligation to pay any amounts due hereunder. A prepayment replenishment shall be deemed valid only when such replenishment is in COMPANY's account as cleared funds. Notwithstanding the foregoing, for weekend usage, Customer shall ensure that the prepayment replenishment is in COMPANY's account as cleared funds by the immediately preceding Thursday before 5pm New York time. COMPANY may in its sole discretion require Customer to increase the prepayment in the event of any increase or anticipated increase in Services provided to Customer. If Customer's account is inactive for a period of ninety (90) consecutive days, then COMPANY reserves the right to expire Customer's account and all Customer funds will become the property of COMPANY. Notification of expiration will be made prior to and on the day of the suspension of Services.

Taxes and Fees: All Services under this Agreement are provided exclusive of any applicable federal, state, local, or foreign taxes, duties, or charges imposed by any governmental authority, or as otherwise provided pursuant to this Agreement. Such taxes, duties, or charges shall be paid directly by Customer. All amounts payable by Customer under this Agreement shall be made without deduction or counterclaim and, except to the extent required by any law or regulation, shall be made free and clear of any deduction or withholding on account of any tax, duty or other charges of whatever nature imposed by any taxing or governmental agency or authority. If Customer is required by any law or regulation to make any such deduction or withholding, Customer shall, together with the relevant payment, pay such additional amount as will ensure that COMPANY actually receives and is entitled to retain, free and clear of any such deduction or withholding, the full amount which it would have received if no such deduction or withholding had been required. COMPANY may impose any governmental or regulatory fees on a retroactive basis. Further, all United States-addressed Customers shall be required to submit, on an annual basis, a properly completed Universal Service Fund form (“USF Form”) to COMPANY. Failure to submit such USF Form to COMPANY’s satisfaction will result in suspension of Services.

Disputed Charges: If Customer, in good faith, disputes the amount of any charge included in a bill, Customer must notify COMPANY in writing of the disputed charge within thirty (30) days of billing and provide documentation reasonably required to resolve the dispute. Failure to contest a charge within thirty (30) days of the date of billing will create an irrefutable presumption of the correctness of the charge and Customer shall have waived its right to dispute those charges. In addition, for prepaying Customers, if payment is made via credit card or PayPal, any credits or refund made to Customer's account must have COMPANY'S written authorization.

Termination: COMPANY reserves the right to terminate the Services, or any portion thereof, upon a breach of this Agreement by Customer. Upon termination, COMPANY will be entitled to immediately cease providing Services. Notwithstanding termination, the provisions that, by their nature survive termination, will continue to apply.

Force Majeure: Neither Party shall be responsible nor liable for any obligations (except for Customer’s obligation to make payment when due) arising out of, in connection with or relating to any matter occasioned by or due to fire, flood, water, the elements, acts of God, war and threat of imminent war, labor disputes or shortages, utility curtailments, power failures, explosions, civil disturbances, governmental actions, shortages of equipment or supplies, unavailability of transportation, acts or omissions of third parties, or any other cause beyond such Party's reasonable control.

Limitation of Liability: In no event shall COMPANY be liable for any indirect, incidental, consequential, exemplary, punitive, reliance or special damages, or for any loss of revenue, profits, use, data, goodwill or business opportunities of any kind or nature whatsoever, arising in any manner from the Services. Regardless of whether any claim is based in contract, tort, or other legal theory, COMPANY's liability under or in connection with the Services shall be limited to five thousand ($5,000) dollars if Customer's selected currency is US dollars, or five thousand euros (€5,000) if Customer's selected currency is euros. COMPANY shall not be liable for any damages, whether direct or indirect, caused by services or equipment that is not furnished or managed solely by COMPANY. The Parties acknowledge that the limitations on liability set out in this clause have been negotiated between the Parties and are regarded by the Parties as being reasonable in all circumstances.

No Warranty: Except as specifically set forth herein, COMPANY makes no warranty to Customer or any other person or entity, whether express or implied or statutory, as to the description, quality, merchantability, non-infringement, completeness or fitness for a particular use of any of the Services, all such warranties hereby being expressly excluded and disclaimed.

Fraudulent Calls and Artificially Inflated Traffic: Customer shall not dispute any charges or withhold payment on the basis that Fraudulent Calls or Artificially Inflated Traffic comprised a portion of the traffic volume. Customer shall be responsible for all charges associated with any Fraudulent Calls and Artificially Inflated Traffic. It is Customer's sole responsibility to take immediate action to block any Fraudulent Calls and Artificially Inflated Traffic. For purposes of this Agreement, "Fraudulent Calls" shall include, but not be limited to, deliberate exploitation of systemic errors in COMPANY's routing system. For purposes of this Agreement, "Artificially Inflated Traffic" means any activity which: (i) has the effect, intended effect or likely effect of preventing COMPANY's billing system from capturing any necessary billing information (in relation to the conveyance of a call); (ii) causes incorrect billing by COMPANY's billing system, or of an associated party; (iii) any situation where any person or entity is misled into making, receiving or prolonging calls; or(iv) is determined by COMPANY, in its sole and absolute discretion, to be bad faith usage of the Services. In the event Fraudulent Calls and/or Artificially Inflated Traffic causes COMPANY to be charged more by its terminating partners than the rate(s) quoted by COMPANY to Customer, then in addition to COMPANY's right to seek all remedies available to it at law or in equity, COMPANY reserves the right to re-rate all such traffic at the higher termination rate for the destination(s) in question and Customer agrees to pay all such re-rated charges. Additionally, if COMPANY is assessed surcharges by its terminating partners resulting from Customer’s use of incorrect, manipulated or misleading originating numbers, then COMPANY shall have the right to invoice Customer for such surcharges and Customer agrees to promptly pay such invoices.

Indemnity: Customer shall indemnify and hold harmless COMPANY and all of its officers, agents, directors, shareholders, subcontractors, subsidiaries, employees and affiliates from and against any claim, cost, damage, demand, liability, loss, penalty, proceeding and reasonable attorney's fees imposed upon COMPANY by reason of any claims or damages arising out of or related to: (i) Customer's own customers, end users or subscribers use of the Services; (ii) any fraudulent use of the Services, including but not limited to Fraudulent Calls and Artificially Inflated Traffic; (iii) any other act or omission by the Customer, including without limitation breach of any material obligation herein; and (iv) Customer's or any of its affiliates violation of the Anti-Bribery clause below. Customer will not settle any claims, demands, suits, proceedings or actions without COMPANY's prior written consent, which consent shall not be unreasonably withheld or delayed.

Governing Law/Dispute Resolution: This Agreement and the relationship between the Parties hereto will be governed by the laws of the State of New Jersey, USA. All disputes arising out of or related to this Agreement that cannot be resolved between the Parties shall be adjudicated in a court of competent jurisdiction, including the courts located in Essex County, New Jersey, USA. COMPANY and Customer consent to personal jurisdiction in New Jersey, USA.

Anti-Bribery: Customer hereby represents, warrants and covenants that it will not, under any circumstances, and at all relevant times, make, or cause or authorize any third party acting on its behalf to make, directly or indirectly, any prohibited bribes, offers, promises or payments of money, or anything of value, to any foreign official (including but not limited to government officials, government employees, any political party or political party official, any candidate for political office, or any person otherwise acting in an official capacity) pursuant to all applicable laws (including but not limited to any local anti-bribery laws), or any other third party, for the purpose of influencing such party's acts or decisions or in order to obtain or retain business or secure an unfair business advantage for Customer in performing its duties and obligations hereunder. Customer expressly agrees that its use of the Services is the result of arms-length negotiations, and that it has not entered into these terms of use with a corrupt motive to obtain or retain business or to secure an unfair business advantage. Customer warrants and undertakes that it shall, at all times, keep and maintain accurate and up to date accounting records to ensure that all transactions relating to the Services are sufficiently documented.

Restrictions on USA Termination: Customer shall not use and shall not permit its customers to use any Services purchased from COMPANY to originate and/or otherwise transmit calls that violate the “Telephone Consumer Protection Act” (“TCPA”) and/or the “Pallone-Thune Telephone Robocall Abuse Criminal Enforcement and Deterrence Act” (“TRACED Act”) and/or the rules promulgated thereunder. This prohibition includes but is not limited to the following. When placing telemarketing calls to end-users located in the United States:

· Customer shall not make or transmit and shall not permit its customers to make or transmit telemarketing calls using an artificial or prerecorded voice to residential telephones without prior express consent.

· Customer shall not make or transmit and shall not permit its customers to make or transmit any non-emergency call using an automatic telephone dialing system (“autodialer”) or an artificial or prerecorded voice to a wireless telephone number without COMPANY’s prior express consent. If the call includes or introduces an advertisement or constitutes telemarketing, consent must be in writing. If an autodialed or prerecorded call to a wireless number is not for such purposes, consent may be oral or written.

· Customer may not initiate or transmit and shall not permit its customers to initiate or transmit a telephone solicitation to a residential telephone subscriber who has registered his or her telephone number on the national “Do-Not-Call” registry.

· Customer acknowledges and shall advise its customers that telemarketing calls can only be made between the hours of 8 a.m. and 9 p.m. (local time at the called party’s location).

· Customer and its customers must comply with limits on “abandoned calls” and employ other consumer-friendly practices when using automated telephone-dialing equipment. A telemarketer must abandon no more than 3 percent of calls answered by a person and must deliver a prerecorded identification message when abandoning a call. Two or more telephone lines of a multi-line business are not to be called simultaneously. Telemarketers must not disconnect an unanswered telemarketing call prior to at least 15 seconds or four rings.

· Customers and its customers that use autodialers to sell services must maintain records documenting compliance with call abandonment rules.

· All prerecorded messages, whether delivered by automated dialing equipment or not, must identify the name of the entity responsible for initiating the call, along with the telephone number of that entity that can be used during normal business hours to ask not to be called again.

· Customer and its customers must transmit caller ID information, when available, and must refrain from blocking any such transmission(s) to the consumer. Customer and its customers may not alter the caller ID information with intent to deceive the recipient or disguise the origin of the call.

If any calls originated or otherwise transmitted by Customer to COMPANY violate the terms of the TCPA and/or the TRACED Act and/or the rules promulgated thereunder, then COMPANY may, at its sole discretion, in addition to the remedies contained in this Agreement, suspend or terminate Customer’s service immediately and freeze some and/or all prepaid monies remitted to COMPANY until such time that COMPANY, at its sole discretion, has determined it shall not be subject to any penalties, fines and/or “voluntary contributions” by the Federal Communications Commission and/or other third parties who have or may obtain a legal right of payment by COMPANY as a result of COMPANY’s transportation of telecommunications or VOIP by Customer. Should COMPANY be subject to any penalties, fines and/or “voluntary contributions,” COMPANY may use any frozen payments as partial payment to the third party(ies) and COMPANY may seek payment from Customer for any additional, required payments. Customer will cooperate with and promptly provide information requested in connection with any traceback requests.

Miscellaneous: The Parties hereby acknowledge that during the course of the Parties relationship, either Party may acquire information regarding the other or its business activities, in oral or written form, of a confidential and proprietary nature (hereinafter "Confidential Information"). Each Party shall hold the Confidential Information in strict confidence and shall not reveal the Confidential Information, or any portion thereof to any third party, except pursuant to any judicial or governmental request, requirement subpoena or order. This confidentiality obligation shall survive expiration or termination of this Agreement for a period of one (1) year. Notwithstanding the foregoing, Customer agrees that COMPANY may, without Customer’s consent, share carrier origination information and CDRs upon request from COMPANY’s terminating partners, or pursuant to a judicial or governmental request or pursuant to a traceback request. Each Party agrees that, without the other Party's written consent, it will not use the name, trademarks, trade names, service marks or logos of the other Party or of any of its affiliated companies in any advertising, publicity, press releases or sales presentations. It is expressly understood that the Parties hereto are acting hereunder as independent contractors.

The failure of either Party to give notice of default or to enforce compliance with any of the terms or conditions of this Agreement, the waiver of any term or condition of this Agreement, or the granting of an extension of time for performance, will not constitute a permanent waiver of any term or condition of this Agreement. No amendment by Customer of the provisions set forth herein shall be binding unless made in writing and signed by a duly authorized representative of COMPANY. COMPANY may assign this Agreement or any rights hereunder upon notice to Customer. Customer may not assign this Agreement or any rights hereunder without the prior written consent of COMPANY. In the event it is determined that any part or provision of this Agreement is invalid or unenforceable, such determination shall not affect the validity or enforceability of any other part or provision of this Agreement. Nothing in this Agreement will prevent COMPANY or Customer from entering into similar arrangements with, or otherwise providing Services to, any other person or entity. This Agreement sets forth the entire agreement and understanding of the Parties hereto related to the subject matter hereof.

Notices: Except as set forth herein, all notices and communications from COMPANY to Customer under this Agreement will be given via email to the email address(es) provided by Customer on the web portal. All formal notices and communications from Customer to COMPANY under this Agreement will be given in writing to COMPANY's address listed above, Attention: IDT Legal Department.

Account Activation: Prepaid Customers understand and agree that a full activation (not a test account) of Customer's account is subject to COMPANY's receipt of Customer's initial prepayment and COMPANY's performance of certain background checks on Customer. Post-paid Customers understand and agree that a full activation (not a test account) of Customer's account is subject to full credit approval by COMPANY's finance department and COMPANY's performance of certain background checks on Customer. COMPANY reserves the right to suspend and/or terminate Services at any time in the event COMPANY determines, in its sole discretion, that it cannot verify Customer's background information.

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DID SERVICES:

The clauses below set forth the terms and conditions upon which COMPANY shall provide and Customer shall purchase Direct Inward Dialing number services ("Virtual DID Services"). Customer agrees as follows:

Virtual DID Service Description, Limitations and Prohibitions: The Virtual DID Services consist of one or more Virtual DID Numbers purchased by Customer. A DID “Number” is a direct inward dialing number that enables the end user to receive incoming calls. The list of countries in which Numbers are available for purchase by Customer is posted on the -web portal and is updated from time to time. DID Numbers are assigned upon your order (or shortly thereafter in the case of a backorder) and are subject to availability. Customer acknowledges that the allocation of Numbers as part of the Virtual DID Services does not constitute a transfer of property or sale of numbering rights by COMPANY, and only constitutes a grant of a right to use the Numbers as long as the Virtual DID Service is provided to Customer. All Virtual DID Numbers leased and registered to Customer’s account by COMPANY remain under COMPANY’s control, and may be reassigned upon suspension of Virtual DID Services to Customer and/or at the termination of this Agreement. Customer may use the Virtual DID Services for its own use or may purchase the Virtual DID Services for resale to third party end users, only in accordance with these Terms of Use and all applicable legal and jurisdictional restrictions. Customer is responsible for billing and collection from its end users. Customer is responsible for obtaining and maintaining all licenses, approvals and other authorizations necessary for its use and resale of the Virtual DID Services. Customer warrants and represents that it is familiar with all end users to whom it resells the Virtual DID Services. Customer acknowledges and agrees that the Virtual DID Services do not support or carry emergency calls unless specially stated otherwise on the web portal. Customer must inform its end users of such emergency call limitation. Numbers in the CLI presentation field must allow a recipient of such calls to call back to the presented number and have it be reasonably answered. Customer acknowledges and agrees to abide with the guiding principles on CLI presentation and restriction. Customer acknowledges and agrees that the DID Services provided by COMPANY must not be used for callback or calling card applications unless otherwise stated on the portal and Customer is solely responsible for making end users aware of such prohibitions. Customer acknowledges and agrees that collect calls to Virtual DID Numbers must not be accepted. In case collect calls are accepted by an end user, COMPANY reserves the right to suspend Virtual DID Services to the applicable Numbers and Customer is solely responsible for making end users aware of such restrictions. Customer shall ensure that the Virtual DID Services are not used for any unlawful abusive, harmful, threatening or defamatory purpose, or which in any way infringes the intellectual property rights of third parties. Customer shall cooperate with COMPANY in relation to any complaints, requests for information or investigations regarding services offered by Customer to end users. Customer acknowledges and agrees that if service involving the use of USA Virtual DID Numbers is considered a “VoIP interconnected service” provided by Customer to end users (either as-is or in conjunction with other services), Customer is obligated to provide the Virtual DID Services to end users in compliance with all FCC requirements applicable to “VoIP interconnected services,” including but not limited to emergency services. Customer will, at all times, comply with all applicable laws, including but not limited to the Truth in Caller ID Act and the Telephone Consumer Protection Act.

Virtual DID Service Term: The minimum service term is one full month, beginning the date each Virtual DID number is purchased. The service term is automatically renewed for additional one month terms until cancelled. Fees are charged in advance, beginning from the date of each Virtual DID number purchase and may be pro-rated. Customer is responsible for the full monthly payment for each Virtual DID number cancelled within the monthly term.

Charges: The charges associated with Virtual DID Services include setup charges (NRC), monthly recurring charges (MRC) and per-minute usage/per channel (as applicable) charges. Unless otherwise specified, per minute usage charges are billed in sixty (60) second increments with a minimum call duration of sixty (60) seconds. COMPANY reserves the right to increase or decrease per minute usage charges (and change billing increments) at any time upon email notice; any such increase, decrease or change shall be effective immediately unless otherwise stated in the email notice. COMPANY reserves the right to increase or decrease NRCs, MRCs and channel charges at any time upon email notice. Any NRC, MRC and/or channel charge changes shall be effective on the first day of Customer’s next billing cycle. Notice of such changes shall be sent via email to the email address(es) provided by Customer. It is Customer's sole responsibility to maintain and update such email address(es). All in-effect rates will be listed on the web portal.

Currency: Customer will be billed and will make payments in U.S. Dollars ($) or Euros (€), as such currency is selected at the time of account sign up.

Number Portability: Number portability will be handled in accordance with applicable regulatory and legal guidelines. Upon request from an end user (and regardless of Customer’s consent) COMPANY will not refuse to port-out a Number if number portability is supported in such country. COMPANY may charge Customer any third party costs incurred by COMPANY related to Number porting.

Suspension of Services: All Virtual DID Services are offered on a commercially reasonable basis only and are not guaranteed. In addition to other suspension language set forth in this Agreement, COMPANY reserves the right to immediately suspend all or any part of the Virtual DID Services (which may result in Customer’s loss of its DID Number(s)) if: (i) Customer engages in activities that, in COMPANY's sole discretion, may cause disruption or damage to COMPANY's network or facilities; (ii) COMPANY detects any suspected fraudulent use of the Virtual DID Services and/or Artificially Inflated Traffic (defined below), whether directly or indirectly; (iii) Customer's account is inactive for ninety (90) consecutive days; (iv) COMPANY requests identifying or other documentation from Customer for legal, administrative or regulatory purposes and Customer fails to provide appropriate documentation (in COMPANY's sole discretion) within a reasonable time; and/or (v) No Customer monies are deposited into Customer's account within thirty (30) days of account turn up.

Prepayment: Customer shall prepay COMPANY for Virtual DID Services via Western Union Quickpay transfer, wire transfer, PayPal (if approved by COMPANY in its sole discretion) or credit card payment of U.S. Dollars or Euros (as applicable). All wire transfer, Western Union, PayPal or credit card user fees (including foreign currency or international transaction fees) shall be borne by Customer. In the event the prepayment amount reaches $/€0 (as applicable), DID Services shall be automatically suspended. In such event, COMPANY may (but is not obligated to) reinstitute Virtual DID Services to Customer once the prepayment has been replenished. Any suspension or termination shall not relieve Customer of its obligation to pay any amounts due hereunder. A prepayment replenishment shall be deemed valid only when such replenishment is in COMPANY's account as cleared funds. Notwithstanding the foregoing, for weekend usage, Customer shall ensure that the prepayment replenishment is in COMPANY's account as cleared funds by the immediately preceding Thursday before 5pm New York time. COMPANY may in its sole discretion require Customer to increase the prepayment in the event of any increase or anticipated increase in Virtual DID Services provided to Customer. If Customer's account is inactive for a period of ninety (90) consecutive days, then COMPANY reserves the right to expire Customer's account and all Customer funds will become the property of COMPANY. Notification of expiration will be made prior to and on the day of the suspension of Virtual DID Services.

Taxes and Fees: All Virtual DID Services under this Agreement are provided exclusive of any applicable federal, state, local, or foreign taxes, duties, or charges imposed by any governmental authority, or as otherwise provided pursuant to this Agreement. Such taxes, duties, or charges shall be paid directly by Customer. All amounts payable by Customer under this Agreement shall be made without deduction or counterclaim and, except to the extent required by any law or regulation, shall be made free and clear of any deduction or withholding on account of any tax, duty or other charges of whatever nature imposed by any taxing or governmental agency or authority. If Customer is required by any law or regulation to make any such deduction or withholding, Customer shall, together with the relevant payment, pay such additional amount as will ensure that COMPANY actually receives and is entitled to retain, free and clear of any such deduction or withholding, the full amount which it would have received if no such deduction or withholding had been required. COMPANY may impose any governmental or regulatory fees on a retroactive basis. Further, all United States-addressed Customers shall be required to submit, on an annual basis, a properly completed Universal Service Fund form (“USF Form”) to COMPANY. Failure to submit such USF Form to COMPANY’s satisfaction will result in suspension of the Virtual DID Services.

Disputed Charges: If Customer, in good faith, disputes the amount of any charge included in a bill, Customer must notify COMPANY in writing of the disputed charge within thirty (30) days of billing and provide documentation reasonably required to resolve the dispute. Failure to contest a charge within thirty (30) days of the date of billing will create an irrefutable presumption of the correctness of the charge and Customer shall have waived its right to dispute those charges. If payment is made via credit card or PayPal, any credits or refund made to Customer's account must have COMPANY'S written authorization.

Termination: COMPANY reserves the right to terminate the Virtual DID Services, or any portion thereof, upon a breach of this Agreement by Customer. Upon termination, COMPANY will be entitled to immediately cease providing Virtual DID Services. Notwithstanding termination, the provisions that, by their nature survive termination, will continue to apply.

Limitation of Liability: In no event shall COMPANY be liable for any indirect, incidental, consequential, exemplary, punitive, reliance or special damages, or for any loss of revenue, profits, use, data, goodwill or business opportunities of any kind or nature whatsoever, arising in any manner from the Virtual DID Services. Regardless of whether any claim is based in contract, tort, or other legal theory, COMPANY's liability under or in connection with the Virtual DID Services shall be limited to five thousand ($5,000) dollars if Customer's selected currency is US dollars, or five thousand euros (€5,000) if Customer's selected currency is euros. COMPANY shall not be liable for any damages, whether direct or indirect, caused by services or equipment that is not furnished or managed solely by COMPANY. The Parties acknowledge that the limitations on liability set out in this clause have been negotiated between the Parties and are regarded by the Parties as being reasonable in all circumstances.

No Warranty: COMPANY makes no warranty that the Virtual DID Services shall be continuous, or will be free from faults. Further, COMPANY makes no warranty to Customer or any other person or entity, whether express or implied or statutory, as to the description, quality, merchantability, non-infringement, completeness or fitness for a particular use of any of the Virtual DID Services, all such warranties hereby being expressly excluded and disclaimed.

Fraudulent Calls and Artificially Inflated Traffic: Customer shall not dispute any charges or withhold payment on the basis that Fraudulent Calls or Artificially Inflated Traffic comprised a portion of the traffic volume. Customer shall be responsible for all charges associated with any Fraudulent Calls and Artificially Inflated Traffic. It is Customer's sole responsibility to take immediate action to block any Fraudulent Calls and Artificially Inflated Traffic. For purposes of this Agreement, "Fraudulent Calls" shall include, but not be limited to, deliberate exploitation of systemic errors in COMPANY's routing system. For purposes of this Agreement, "Artificially Inflated Traffic" means any activity which: (i) has the effect, intended effect or likely effect of preventing COMPANY's billing system from capturing any necessary billing information (in relation to the conveyance of a call); (ii) causes incorrect billing by COMPANY's billing system, or of an associated party; (iii) any situation where any person or entity is misled into making, receiving or prolonging calls; or (iv) is determined by COMPANY, in its sole and absolute discretion, to be bad faith usage of the Virtual DID Services. In the event Fraudulent Calls and/or Artificially Inflated Traffic causes COMPANY to be charged more by its terminating partners than the rate(s) quoted by COMPANY to Customer, then in addition to COMPANY's right to seek all remedies available to it at law or in equity, COMPANY reserves the right to re-rate all such traffic at the higher termination rate and Customer agrees to pay all such re-rated charges.

Additional Restrictions on Virtual DID Use. Customer shall not use Virtual DID Services purchased from COMPANY to originate or otherwise transmit calls that violate 47 USC 227 and the regulations promulgated thereunder including but not limited to the “Telephone Consumer Protection Act” and the “Pallone-Thune Telephone Robocall Abuse Criminal Enforcement and Deterrence Act.” If such calls are originated or otherwise transmitted by Customer to COMPANY or a third party, then COMPANY may, at its sole discretion, in addition to the remedies contained in this Agreement, suspend or terminate Customer’s service immediately and freeze some and/or all prepaid monies paid to COMPANY until such time that COMPANY, at its sole discretion, has determined it shall not be subject to any penalties, fines and/or “voluntary contributions” by the Federal Communications Commission and/or other third parties who have or may obtain a legal right of payment by COMPANY as a result of COMPANY’s transportation of telecommunications or VOIP by Customer. Should COMPANY be subject to any penalties, fines and/or “voluntary contributions,” COMPANY may use any frozen payments as partial payment to the third party(ies) and COMPANY may seek payment from Customer for any additional, required payments.

Indemnity: Customer shall indemnify and hold harmless COMPANY and all of its officers, agents, directors, shareholders, subcontractors, subsidiaries, employees and affiliates from and against any claim, cost, damage, demand, liability, loss, penalty, proceeding and reasonable attorney's fees imposed upon COMPANY by reason of any claims or damages arising out of or related to: (i) Customer's or its end users use of the Virtual DID Services; (ii) any fraudulent use of the Virtual DID Services, including but not limited to Fraudulent Calls and Artificially Inflated Traffic; (iii) any other act or omission by the Customer, including without limitation breach of any material obligation herein; and (iv) Customer's or any of its affiliates violation of the Anti-Bribery clause below. Customer will not settle any claims, demands, suits, proceedings or actions without COMPANY's prior written consent, which consent shall not be unreasonably withheld or delayed.

Anti-Bribery: Customer hereby represents, warrants and covenants that it will not, under any circumstances, and at all relevant times, make, or cause or authorize any third party acting on its behalf to make, directly or indirectly, any prohibited bribes, offers, promises or payments of money, or anything of value, to any foreign official (including but not limited to government officials, government employees, any political party or political party official, any candidate for political office, or any person otherwise acting in an official capacity) pursuant to all applicable laws (including but not limited to any local anti-bribery laws), or any other third party, for the purpose of influencing such party's acts or decisions or in order to obtain or retain business or secure an unfair business advantage for Customer in performing its duties and obligations hereunder. Customer expressly agrees that its use of the Virtual DID Services is the result of arms-length negotiations, and that it has not entered into these terms of use with a corrupt motive to obtain or retain business or to secure an unfair business advantage. Customer warrants and undertakes that it shall, at all times, keep and maintain accurate and up to date accounting records to ensure that all transactions relating to the Virtual DID Services are sufficiently documented.

Miscellaneous: The Parties hereby acknowledge that during the course of the Parties relationship, either Party may acquire information regarding the other or its business activities, in oral or written form, of a confidential and proprietary nature (hereinafter "Confidential Information"). Each Party shall hold the Confidential Information in strict confidence and shall not reveal the Confidential Information, or any portion thereof to any third party, except pursuant to any judicial or governmental request, requirement subpoena or order. This confidentiality obligation shall survive expiration or termination of this Agreement for a period of one (1) year. Customer agrees that COMPANY may, without Customer’s consent, share carrier origination information and CDRs upon request from COMPANY’s underlying Number providers, terminating partners, or pursuant to a judicial or governmental request. Each Party agrees that, without the other Party's written consent, it will not use the name, trademarks, trade names, service marks or logos of the other Party or of any of its affiliated companies in any advertising, publicity, press releases or sales presentations. It is expressly understood that the Parties hereto are acting hereunder as independent contractors. The failure of either Party to give notice of default or to enforce compliance with any of the terms or conditions of this Agreement, the waiver of any term or condition of this Agreement, or the granting of an extension of time for performance, will not constitute a permanent waiver of any term or condition of this Agreement. No amendment by Customer of the provisions set forth herein shall be binding unless made in writing and signed by a duly authorized representative of COMPANY.

COMPANY may assign this Agreement or any rights hereunder upon notice to Customer. Customer may not assign this Agreement or any rights hereunder without the prior written consent of COMPANY. In the event it is determined that any part or provision of this Agreement is invalid or unenforceable, such determination shall not affect the validity or enforceability of any other part or provision of this Agreement. Nothing in this Agreement will prevent COMPANY or Customer from entering into similar arrangements with, or otherwise providing Services to, any other person or entity. This Agreement sets forth the entire agreement and understanding of the Parties hereto related to the subject matter hereof.

Account Activation: Customer understands and agrees that a full activation (not a test account) of Customer's account is subject to COMPANY's receipt of Customer's initial prepayment and COMPANY's performance of certain background checks on Customer. COMPANY reserves the right to suspend and/or terminate Services at any time in the event COMPANY determines, in its sole discretion, that it cannot verify Customer's background information.