1. THE PARTIES

This document “FLYNUMBER Terms & Agreements”, hereafter referred to as the “Agreement”, is agreed between FLYNUMBER Inc, with offices in New York, United States, hereafter referred to as “FLYNUMBER”, and the person or party identified in the associated Registration Form or Reseller contract. In the case of a company application, this is the person signing on the company’s behalf and who by registering acknowledges having power of representation for that company. This person is hereafter referred to as the “Customer”. The “Customer” is required to provide the necessary identification and in the case of company applications, the registration number, as specified in the Registration Form on the FLYNUMBER website (www.FlyNumber.com).

  1. PRELIMINARY TERMS

Electronic Signatures and Agreement(s): The Customer hereby agrees to the use of electronic communication in order to enter into contracts, place orders and other records and to the electronic delivery of notices, policies and records of transactions initiated or completed through the www.FlyNumber.com website. Furthermore, the Customer hereby waives any rights or requirements under any laws regulations in any jurisdiction which require an original (nonelectronic) signature or delivery or retention of nonelectronic records, to the extent permitted under applicable mandatory law.

2.1 Service Limitations

No Emergency Calls: The Customer acknowledges and agrees that the FLYNUMBER infrastructure does not and does not intend to support or carry emergency calls to any emergency services including, but not limited to, 911, E911, 112, 999, or any other emergency numbers. Customer agrees to inform all users of this limitation and acknowledges that alternative arrangements should be made for emergency calling capabilities.

No Callback Calls: The Customer acknowledges and agrees that the DID numbers (aka Virtual Phone Numbers) provided by FLYNUMBER cannot be used for callback applications or automated dialing systems without explicit written permission from FLYNUMBER.

Jurisdiction Restrictions: If the Customer is residing in a jurisdiction where it is forbidden by law to offer or use internet telephony, the Customer may not enter into this Agreement. By entering into this Agreement, the Customer explicitly states that they have verified in their own jurisdiction if the use of internet telephony is allowed. The Customer shall be solely responsible, bear all costs (including reasonable lawyer’s costs) and will hold FLYNUMBER harmless, if they breach the Jurisdiction restrictions.

2.2 Data Protection and Privacy

The Customer acknowledges that FLYNUMBER processes personal data in accordance with its Privacy Policy and applicable data protection laws, including but not limited to the General Data Protection Regulation (GDPR) where applicable. FLYNUMBER will implement appropriate technical and organizational measures to ensure a level of security appropriate to the risk of processing.

  1. PURPOSE

This Agreement relates to communications services offered by FLYNUMBER for use by the Customer, and defines the terms and conditions under which these services are provided by FLYNUMBER and accepted and used by the Customer. These services are offered under the FLYNUMBER trading name. FLYNUMBER reserves the right to refuse an application: If the information provided is incomplete. If FLYNUMBER has reason to doubt the accuracy of the information, or it is not supported by the required identification or, in the case of company applications, the required authorization. If the Customer is known to have committed fraud, or is bankrupt, or has given any reason to doubt his or her ability to meet their commitments under this Agreement. If the Customer’s intended use of the service violates any applicable laws, regulations, or FLYNUMBER’s acceptable use policies.

Customer acknowledges that where it wishes FLYNUMBER to make a DID available to it for the purpose of the performance of the Service, the DID can be allocated only with respect to a country offered by FLYNUMBER. The allocation of DIDs as part of the Service does not constitute a transfer of property or sale of numbering rights by FLYNUMBER, and only constitutes a sale of right to use the DIDs exclusively as long as the Service is provided. As a result, Customer is not entitled to claim any such rights to the DID, and the DID will be reassigned to FLYNUMBER immediately at the termination of the Service.

  1. FORMATION OF CONTRACT

4.1 Any error, omission or typographical error in any quotation, offer, sales information, invoice, or document supplied FLYNUMBER shall be subject to correction on notice from FLYNUMBER and without liability.

4.2 FLYNUMBER may vary any provision in this Agreement, without prior consent from the Customer, such change is required because of regulatory, insurance, safety or statutory changes made after the date of this Agreement.

4.3 The Agreement becomes effective upon the Customer’s acceptance of these terms, whether by clicking “I agree” where applicable, by using the Service, or by otherwise expressing consent in a way recognized by applicable law.

  1. RESPONSIBILITIES AND OBLIGATIONS

5.1. FLYNUMBER

5.1.1. FLYNUMBER endeavors to provide the Customer with network service and service numbers, but notwithstanding this FLYNUMBER is not obliged to supply service numbers requested by the customer. It may also change numbers supplied to the Customer if this is required for regulatory, statutory or legal reasons, and in such instance shall notify the Customer as soon as is reasonably practical.

5.1.2. FLYNUMBER will make all reasonable efforts to maintain equipment suitable for handling and terminating calls and will maintain industrystandard security measures to protect Customer data.

5.1.3. FLYNUMBER shall notify the Customer as soon as reasonably practical, of any changes in rates payable, or modification to the service offered.

5.1.4. FLYNUMBER shall provide the Customer with reasonable technical and sales support, which FLYNUMBER in its sole discretion shall consider necessary and appropriate.

5.1.5. FLYNUMBER may from time to time make changes to equipment used to handle calls and provide the service. Such changes are at the sole discretion of FLYNUMBER, and may be made without prior consent from the Customer.

5.1.6. FLYNUMBER will provide a Service Level Agreement (SLA) specifying the expected uptime, maintenance windows, and support response times.

5.2. Customer

5.2.1. The Customer shall prepay their account to ensure that their account is at all times in credit. Should the Customer’s account reach zero credit the service as prescribed shall automatically be suspended until a new payment is received and confirmed.

5.2.2. The Customer shall ensure that they have all necessary approvals, permissions or authorizations for the services operated through FLYNUMBER including those offered to its End Users. The Customer shall be responsible for the content, quality and delivery of services offered, and for ensuring that these services comply with the laws and this Agreement. FLYNUMBER may recover from the Customer, who will hold FLYNUMBER harmless, all fines, claims or administrative expenses resulting charged by any other regulatory body, resulting from a breach of the law or best practice.

5.2.3. The Customer shall provide FLYNUMBER on request with information or material regarding the service operated through FLYNUMBER, including those offered to its End Users or agents upon and to the extent of any request made by FLYNUMBER.

5.2.4. The Customer shall ensure that services provided are not used for any unlawful purpose whatsoever including but not limited to: The transmission or offering of any information or services which are unlawful, abusive, harmful, threatening, or defamatory Any infringement of copyright, intellectual property rights, or trademarks The distribution of malware, viruses, or other malicious code The transmission of pornographic or offensive material Engaging in spam or other unsolicited communications Attempting to gain unauthorized access to any network or system

5.2.5. The Customer specifically agrees to indemnify FLYNUMBER against all costs and liabilities arising out of all claims which result from, or involve an allegation of, any breach of clause 5.2.4.

5.2.6. The Customer shall cooperate with FLYNUMBER in relation to any complaints, enquiries or investigations regarding services offered by the Customer. The Customer shall, at the discretion of FLYNUMBER, without limitation bear in full any costs associated with such complaints, investigations, or enquiries or any action whether or not bought by or against FLYNUMBER.

5.2.7. The Customer shall ensure that any third party using its facilities shall be bound by the terms of this Agreement.

5.2.8. The Customer is responsible for ensuring that no third party intellectual property right is infringed by its choice of DID number for a particular service and will hold FLYNUMBER harmless against all costs and liabilities arising out of a breach or allegation of a breach of any such third party’s intellectual property rights.

5.2.9. All notices, requests or other communications shall be in writing and addressed to the Customer by email. The Customer bears all responsibility concerning the reception of the FLYNUMBER mails, agrees to keep their email address updated at all times, and will inform FLYNUMBER of any modification of their email address within 24 hours of the moment of modification.

5.2.10. The Customer is responsible for implementing and maintaining adequate backup and disaster recovery procedures for any data or configurations related to their use of the Service.

  1. ASSIGNMENT

6.1. The Customer shall not assign the rights and obligations of this Agreement to any other party without the express permission in writing of FLYNUMBER.

6.2. FLYNUMBER may assign the rights and obligation of this Agreement to a third party without the prior consent of the Customer, provided that such assignment does not materially affect the quality of service provided to the Customer.

  1. PROVISION OF SERVICES AND WARRANTIES

7.1. FLYNUMBER cannot provide a fault free service. FLYNUMBER gives no warranty that its network or services shall be continuous, or will be free from faults. FLYNUMBER will, however, take steps to ensure its network and services are reasonably fault free, and that service is reasonably uninterrupted.

7.2. Service Level Agreement (SLA) 7.2.1. FLYNUMBER targets a monthly uptime percentage of 99.9%, excluding scheduled maintenance windows. 7.2.2. FLYNUMBER will provide advance notice of scheduled maintenance through social media or email notification. 7.2.3. Target response times for technical support will be as follows: Critical issues: Within 3 hours High priority issues: Within 9 hours Standard issues: Within 24 hours

7.3. In addition to clause 7.1, FLYNUMBER gives no warranty or guarantee that the service is satisfactory or suitable for the Customer’s purposes. All warranties relating to the service from FLYNUMBER are excluded, even if implied by statute.

7.4. The parties acknowledge that no representations, warranties or statements made prior to concluding this Agreement forms any part of the contract, nor has induced either party.

7.5. The Customer acknowledges that: 7.5.1. No representation, warranty or statement other than detailed in this Agreement, forms any part of a Contract, nor has induced the Customer to use FLYNUMBER. 7.5.2. The service provided by FLYNUMBER was not designed for the Customer’s individual requirements, and it is up to the Customer to decide if the service provided by FLYNUMBER is of satisfactory quality and for the purpose for which it is used. 7.5.3. FLYNUMBER is reliant on third parties for delivery of inbound calls, and therefore FLYNUMBER can have no liability of whatever nature for any delay in provision of the same or for concerning the use of the service by the Customer.

  1. RATES & PAYMENTS

8.1. All accounts are to be prepaid and will operate on a ‘rundown’ basis. It is the sole responsibility of the Customer to ensure sufficient credit remains on the account for traffic. Credit will only be added to an account upon confirmation of cleared funds being in FLYNUMBER bank account. Customer shall not be entitled to a reimbursement of any prepaid Charges.

8.2. FLYNUMBER may at any time vary the rates detailed in the order form, but shall give the Customer 30 days notice of such change.

8.3. In the event that any sums due to FLYNUMBER under this Agreement are not paid by the due date then FLYNUMBER shall be entitled to charge interest at 7% over the base rate used by the European Central bank for her main refinancing operations at that time.

8.4. All rates detailed in the order form and in the monthly reports shall be exclusive of all taxes or duties.

8.5. The Customer’s call minutes shall be calculated according to data logged by FLYNUMBER which shall be accepted, except in the case of manifest error, as being conclusive for the determination of revenues due to the Customer.

8.6. In case the Customer does not fulfill their payment obligation under this agreement after the date of a final notice, parties agree that FLYNUMBER will be entitled to the application of the article 15.4 of this agreement.

8.7. Currency and Payment Methods 8.7.1. All payments shall be made in US Dollars unless otherwise agreed in writing. 8.7.2. FLYNUMBER accepts payment via credit card, bank transfer, and other methods as specified in the Customer portal. 8.7.3. For recurring charges, the Customer authorizes FLYNUMBER to automatically charge their designated payment method.

  1. TECHNICAL SUPPORT

9.1. FLYNUMBER may without liability, prior warning or consent of the Customer, suspend the service, in the event that it wishes to carry out maintenance, upgrade works, or backups. FLYNUMBER will take steps to keep any consequent disruption to the service to a reasonable minimum.

9.2. In the event that the Customer becomes aware of any faults with the service, it shall notify FLYNUMBER as soon as is practicably possible.

9.3. Technical Support Channels 9.3.1. FLYNUMBER provides technical support through: Email support system Online ticket system Emergency phone support for critical issues 9.3.2. Support hours are 24/7 for critical issues and standard business hours for noncritical issues.

  1. INTELLECTUAL PROPERTY RIGHTS

10.1. All Intellectual Property Rights owned by one party shall remain vested in such party, and for clarity, and avoidance of doubt:

10.1.1. All rights of any nature, trade name, documents, drawings and information including any access codes provided to the Customer, and information in FLYNUMBER’s database accessed by the End Users and the Customer remain vested in FLYNUMBER.

10.1.2. Information provided to the Customer by FLYNUMBER pursuant to this Agreement, pertaining to the Customer’s End Users is the property of the Customer.

10.2. The Customer shall not use FLYNUMBER’s name, trademarks, or copyrights in any way that implies any approval or connection with the services or products offered by the Customer.

10.3. Any right to use the services, and/or any software related to the services, granted by FLYNUMBER to Customer will only be perceived as a personal, limited, nonexclusive and non transferable license of use by FLYNUMBER of the services, and/or any software related to the services, for the designated purpose only.

  1. CONFIDENTIALITY

11.1. During and after the period while this Agreement remains in force, both parties shall not disclose to any third party the information gained in connection with this Agreement, nor the terms and payments due, but each party may disclose to its officers and employees such information as may be required for them to fulfill their proper performance of their duties, and may be used in the proper exercise of its rights and obligations under this Agreement.

11.2. The obligations of confidence and restrictions on disclosure shall not apply in the following circumstances: 11.2.1. Where such information was already known prior to this Agreement; 11.2.2. Where such information was already in the public domain, save as a result of a breach of Clause 11.1; 11.2.3. Where a third party, who did obtain the same from the disclosing party, disclosed such information to it lawfully; 11.2.4. Where disclosure is required by law or by any regulatory or governmental authority; 11.2.5. Where disclosure is necessary to protect the legitimate interests of either party in a court of law or arbitration.

11.3. The Customer shall ensure that the confidentiality provisions of this Agreement bind all its employees and agents and shall indemnify FLYNUMBER against loss or damage suffered as a result of a breach of confidence by employees or agents.

11.4. FLYNUMBER shall have the unconditional and irrevocable right to disclose the identity and address of the Customer and any End User in the event of any complaint received from any regulatory or governmental body, or any licensed telecommunications carrier, in connection with services offered by the Customer.

11.5. Data Security and Protection 11.5.1. Both parties shall implement appropriate technical and organizational measures to protect confidential information against unauthorized access, disclosure, alteration, or destruction. 11.5.2. In the event of a data breach affecting confidential information, the party experiencing the breach shall notify the other party within 24 hours of discovery.

  1. LIMITATION OF LIABILITY

12.1. FLYNUMBER shall not be liable for any indirect, incidental, special or consequential damages or for interrupted communications, lost data, or loss of profit, or economic loss arising out of or in connection with this Agreement and in particular shall not be liable for any delay in rectification of any such problem.

12.2. Direct damages. FLYNUMBER can only be held liable for direct damages resulting from an attributable and faulty failure to perform its obligations under these Terms of Service. Direct damages in this respect exclusively mean: a. all reasonable costs incurred by the Customer in order to have FLYNUMBER perform its obligations under the Terms of Service; b. all reasonable costs incurred by the Customer in order to prevent or limit any direct damages as meant in this article; c. all reasonable costs incurred by the Customer in order to establish the nature and scope of the direct damages as meant in this article.

12.3. Maximum amount. Direct damages caused as a result of FLYNUMBER’s breaches of this Agreement shall in any event be limited to the previous 1 month’s revenue generated by the Customer, and received by FLYNUMBER, but in no event shall exceed 500 USD for any one event or series of events.

12.4. Cybersecurity Incidents 12.4.1. FLYNUMBER shall not be liable for any damages resulting from unauthorized access to the Customer’s account or data if the Customer has failed to follow recommended security practices. 12.4.2. The Customer is responsible for maintaining the security of their account credentials and implementing appropriate security measures on their end.

  1. FORCE MAJEURE

13.1. FLYNUMBER shall not be liable for any interruption, delay or failure in service resulting from any matter or event outside of their control, including but not limited to: Acts of God, natural disasters, or extreme weather events Pandemics, epidemics, or public health emergencies War, military operations, terrorism, or civil unrest Cybersecurity incidents or cyber attacks Power failures or energy shortages Actions by government or regulatory authorities Labor disputes or strikes Network failures or internet service disruptions Hardware or software failures Thirdparty service provider failures

13.2. FLYNUMBER will not accept any liability for the consequences arising out of a force majeure event.

13.3. In the event of a force majeure situation lasting longer than 30 consecutive days, either party shall have the right to terminate this Agreement with immediate effect by written notice, without any obligation to pay compensation.

  1. INDEMNITY

14.1. Without prejudice to any other indemnity referred to in this or any other Agreement, the Customer agrees to indemnify FLYNUMBER and its parent, subsidiaries, affiliates, officers and employees against any claim or demand, including any made by a party, arising out of the Customer’s or End User’s use of the service and all costs relating thereto.

14.2. The Customer agrees to indemnify FLYNUMBER, and its parent, subsidiaries, affiliates, officers and employees against any claim or demand, arising from any act of the Customer or third party including but not limited to: 14.2.1. A breach or allegation of breach of the conditions of this Agreement; 14.2.2. Negligence, misconduct or any allegation of negligence or misconduct by the Customer or by any third party; 14.2.3. The marketing or promotion undertaken by or on behalf of the Customer; 14.2.4. The service content provided or marketed by or on behalf of the Customer; 14.2.5. Any violation of applicable laws or regulations; 14.2.6. Any infringement of intellectual property rights; 14.2.7. Any unauthorized use of the service.

  1. TERM & TERMINATION

15.1. Term. The Agreement will be effective as of the date the Customer acceptance thereof, and will remain effective until terminated by either party as set forth in these Terms of Service.

15.2. Either party shall be entitled to terminate this Agreement by giving to the other not less than two (2) months notice of termination.

15.3. Consequences of Termination. Upon termination of the Agreement for any reason: 15.3.1. All licenses and rights to use the VoIP service shall terminate and the Customer will cease any and all use of the VoIP service; 15.3.2. All amounts owed to FLYNUMBER become immediately due and payable; 15.3.3. The Customer must immediately discontinue use of any FLYNUMBER trademarks or intellectual property; 15.3.4. All DIDs will be immediately reassigned to FLYNUMBER.

15.4. FLYNUMBER may terminate this Agreement with immediate effect by giving notice at any time, if: 15.4.1. The Customer does not comply with the terms of this Agreement; 15.4.2. The Customer says, or appears to intend, that it will not abide by the terms of this Agreement; 15.4.3. The Customer ceases trading, convenes a meeting of, or comes to an arrangement with its creditors, has distress or other seizure levied over any of its assets or does not satisfy any demand for payment from any legal person; 15.4.4. Any step is taken to wind up or dissolve the Customer, a receiver, and/or manager or administrator appointed over any assets; 15.4.5. FLYNUMBER believes the Customer has allowed services to be used for any unlawful purpose or any use prohibited by this Agreement; 15.4.6. The Customer fails to pay any amounts due under this Agreement; 15.4.7. The Customer violates any applicable laws or regulations; 15.4.8. The Customer engages in fraudulent behavior. 15.4.9. The Customer engages in abusive behavior. 15.5. Either party may terminate this Agreement if: 15.5.1. Either party has committed a breach of the Agreement, and fails to remedy the breach within 30 days of notice requiring it to do so; 15.5.2. Either party takes any steps to wind up or dissolve, or a receiver and/or manager or administrator is appointed over any assets; 15.6. Survival. All provisions which must survive in order to give effect to their meaning shall survive any expiration or termination of the Agreement, including without limitation, all of the Customer’s representations, warranties and indemnification obligations.

  1. DATA HANDLING AND PRIVACY

16.1. Data Processing 16.1.1. FLYNUMBER will process Customer data only in accordance with this Agreement, the Privacy Policy, and applicable data protection laws. 16.1.2. The Customer warrants that it has obtained all necessary consents and permissions for the processing of personal data by FLYNUMBER. 16.2. Data Portability 16.2.1. Upon request and subject to technical feasibility, FLYNUMBER will provide Customer with their data in a structured, commonly used, and machine readable format. 16.2.2. Following termination, FLYNUMBER will retain Customer data for a period of 90 days, after which it may be permanently deleted. 16.3. Security Measures 16.3.1. FLYNUMBER implements industry standard security measures to protect Customer data. 16.3.2. The Customer is responsible for implementing appropriate security measures for their own systems and data.

  1. API USAGE AND INTEGRATION

17.1. API Access 17.1.1. FLYNUMBER may provide API access as part of the Service. 17.1.2. The Customer agrees to use the API in accordance with FLYNUMBER’s API documentation and usage guidelines. 17.1.3. FLYNUMBER reserves the right to limit or restrict API access based on usage patterns or technical constraints. 17.2. API Rate Limits 17.2.1. FLYNUMBER may implement rate limits on API calls. 17.2.2. Repeated violations of rate limits may result in temporary or permanent suspension of API access.

  1. DISPUTE RESOLUTION

18.1. Informal Resolution 18.1.1. Parties agree to attempt to resolve any dispute through informal negotiation before initiating formal proceedings. 18.1.2. Either party may initiate this process by providing written notice of the dispute to the other party. 18.2. Mediation 18.2.1. If informal negotiation fails, parties agree to submit to mediation before pursuing litigation. 18.2.2. The mediator shall be selected by mutual agreement of the parties. 18.2.3. Costs of mediation shall be shared equally between the parties. 18.3. Arbitration 18.3.1. If mediation fails, any dispute shall be finally settled by binding arbitration. 18.3.2. The arbitration shall be conducted in English. 18.3.3. The arbitration panel shall consist of three arbitrators.

  1. COMPLIANCE REQUIREMENTS

19.1. Regulatory Compliance 19.1.1. The Customer shall comply with all applicable telecommunications regulations. 9.1.2. The Customer shall obtain and maintain all necessary licenses and permits. 19.2. AntiMoney Laundering 19.2.1. The Customer agrees to comply with all applicable antimoney laundering laws and regulations. 19.2.2. FLYNUMBER reserves the right to request additional information or documentation for compliance purposes. 19.3. Export Control 19.3.1. The Customer shall comply with all applicable export control laws and regulations. 19.3.2. The Service may not be used in countries subject to comprehensive sanctions.

  1. ACCEPTABLE USE OF SERVICE

20.1. Prohibited Uses The Customer is prohibited from using the Service for: Callback calls Autodialing without prior written permission Continuous or extensive call forwarding Telemarketing (including charitable or political solicitation or polling) Fax or voicemail broadcasting Fax or voicemail blasting Any activity that may be considered as network abuse Any fraudulent or deceptive practices 20.2. Service Monitoring 20.2.1. FLYNUMBER reserves the right to monitor service usage for compliance with this Agreement. 20.2.2. FLYNUMBER may suspend or terminate service if violations are detected.

  1. MISCELLANEOUS

21.1. Entire Agreement This Agreement represents the entire understanding between the two parties. No other prior arrangements, representations or understandings, orally or in writing shall have any validity. 21.2. Severability If any provision of this Agreement is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. 21.3. Waiver No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right. 21.4. Notices All notices under this Agreement shall be in writing and shall be deemed to have been duly given when delivered by email to the address specified by the receiving party. 21.5. Force of Law This Agreement shall be governed by and construed in accordance with US Law. The Customer consents to the exclusive jurisdiction of the US courts in all matters relating to this Agreement. 21.6. Language This Agreement is made in the English language. If this Agreement is translated into another language, the English language text shall prevail. 21.7. Updates to Terms FLYNUMBER reserves the right to update these terms from time to time. Continued use of the service after such updates constitutes acceptance of the updated terms. 21.8. Counterparts This Agreement may be executed in counterparts, each of which shall deemed an original, but all of which together shall constitute one and the same instrument.

END OF TERMS AND CONDITIONS
Last Revised January 5, 2025