Acceptable Use Policy

ACCEPTABLE USE POLICY OF SIPMLY.COM AND RELATED SITES 1. ACCEPTANCE OF TERMS By using SIPmly services ("Services"), including but not limited to VoIP origination, termination, messaging, and related offerings, Customer agrees to abide by this Acceptable Use Policy ("AUP") in conjunction with the Service Agreement. This AUP applies to all Customers and end-users. 2. PROHIBITED USES Customer shall not use Services for: (a) unlawful activities; (b) violation of STIR/SHAKEN caller authentication requirements; (c) violation of FCC, CRTC, Ofcom, or equivalent regulations; (d) fraudulent, deceptive, or abusive practices; (e) unsolicited commercial communications in violation of CAN-SPAM, TCPA, CTIA, GDPR direct marketing rules, or other applicable laws; (f) spamming, phishing, denial-of-service, or harmful content distribution. 3. COMPLIANCE WITH LAW Customer must comply with all applicable telecommunications, privacy, data protection, and consumer protection laws. Customer is solely responsible for ensuring its end-users comply with applicable law. 4. RIGHTS OF SIPmly Violating this AUP grants SIPmly the right to suspend or terminate Services without notice. 5. DISCLAIMER OF WARRANTIES SIPmly disclaims, to the maximum extent permitted by law, all warranties, express or implied. In no event shall SIPmly or its affiliates be liable for indirect, special, incidental, or consequential damages. 6. INDEMNIFICATION Customer agrees to indemnify, defend, and hold harmless SIPmly, its affiliates, officers, employees, contractors, and agents from and against any and all claims, damages, losses, liabilities, penalties, fines, costs, and expenses (including reasonable attorneys’ fees and administrative fees) arising out of or related to Customer’s use of the Services, violations of law, violations of this AUP, or actions of Customer’s end users. Customer further agrees to promptly pay all fines, penalties, assessments, administrative fees, and legal expenses imposed by regulators, carriers, or third parties without offset, deduction, or delay. 7. AMENDMENTS SIPmly may update, modify, or amend this AUP at any time. Customer will be provided notice of material changes by email, portal posting, or other reasonable means. Customer’s continued use of the Services after the effective date of any amendment constitutes acceptance. For regulatory or security compliance changes, SIPmly may implement updates immediately without prior notice, but will provide notice as soon as practicable thereafter.

Origination Service Agreement

SIPMLY ORIGINATION SERVICE TERMS AND CONDITIONS 1. SERVICE DESCRIPTION VoIP Origination enables inbound PSTN calls to Customer End Users through SIPmly's IP Network. DIDs may be provided or ported (via LNP). Calls are delivered over SIP interconnection. Customer may interconnect via public Internet or private arrangements. 2. SERVICE COMPONENTS Origination includes: (a) originating markets; (b) interconnection; (c) IP addressing; (d) DID provisioning; (e) optional features such as LNP and CNAM delivery. 3. CUSTOMER RESPONSIBILITIES Customer shall: (a) maintain facilities to receive calls; (b) ensure compliance with CPNI obligations; (c) inform end-users of E911 limitations; (d) use Services for lawful purposes only. 4. REGULATORY COMPLIANCE Customer must comply with: (a) FCC STIR/SHAKEN requirements; (b) CPNI rules; (c) robocall mitigation database obligations; (d) lawful intercept obligations under CALEA or equivalent; (e) applicable data protection laws. 5. LIMITATION OF LIABILITY SIPmly is not liable for outages, delays, or call failures beyond its control. Liability is limited to direct damages not exceeding charges paid in the month prior to claim. No consequential damages apply. 6. INDEMNIFICATION Customer agrees to indemnify, defend, and hold harmless SIPmly, its affiliates, officers, employees, contractors, and agents from and against any and all claims, damages, losses, liabilities, penalties, fines, costs, and expenses (including attorneys’ fees and administrative fees) arising from Customer’s use of Origination Services, regulatory violations, or end-user actions. Customer further agrees to promptly pay all fines, penalties, assessments, administrative fees, and legal expenses imposed by regulators, carriers, or third parties without offset, deduction, or delay. 7. TERMINATION SIPmly may suspend or terminate service for breach, fraud, or regulatory enforcement actions. 8. AMENDMENTS SIPmly may update, modify, or amend this Origination Agreement at any time. Customer will be provided notice of material changes by email, portal posting, or other reasonable means. Customer’s continued use of the Services after the effective date of any amendment constitutes acceptance. For regulatory or security compliance changes, SIPmly may implement updates immediately without prior notice, but will provide notice as soon as practicable thereafter.

Termination Service Agreement

SIPMLY TERMINATION SERVICE TERMS AND CONDITIONS 1. SERVICE DESCRIPTION Customer contracts for wholesale VoIP termination services with SIPmly. Services may be tariffed where applicable. In the event of conflict, tariffs prevail. 2. TERM Initial Service term is one (1) month, automatically renewing unless terminated with thirty (30) days' notice. 3. CUSTOMER RESPONSIBILITIES Customer shall: (a) ensure traffic is lawful and non-fraudulent; (b) comply with STIR/SHAKEN caller ID authentication; (c) prevent spoofing, robocalls, or fraudulent traffic; (d) remain liable for fraudulent or hacked traffic originating from Customer systems. 4. REGULATORY COMPLIANCE Customer acknowledges responsibility for compliance with: (a) FCC robocall mitigation; (b) international equivalents (CRTC, Ofcom); (c) number portability rules; (d) tariff obligations where applicable. 5. AMENDMENTS AND ACCEPTANCE Electronic acceptance, including web-based click-through or e-signatures, constitutes valid agreement under ESIGN Act (U.S.) and eIDAS (EU). Email or instant messaging is not sufficient for amendments unless expressly acknowledged by SIPmly. 6. LIMITATION OF LIABILITY SIPmly's liability is limited to direct damages not exceeding amounts paid in the month prior to claim. No liability for indirect, incidental, or punitive damages. 7. INDEMNIFICATION Customer agrees to indemnify, defend, and hold harmless SIPmly, its affiliates, officers, employees, contractors, and agents from and against any and all claims, damages, liabilities, penalties, fines, costs, and expenses, including legal and administrative fees, arising from use of Termination Services, violations of law, regulatory enforcement, or fraudulent traffic. Customer shall promptly pay all fines, penalties, assessments, administrative fees, and legal costs imposed by regulators, carriers, or third parties without offset, deduction, or delay. 8. TERMINATION RIGHTS SIPmly may suspend or terminate Services for breach, non-payment, regulatory enforcement, or excessive fraudulent traffic. 9. AMENDMENTS SIPmly may update, modify, or amend this Termination Agreement at any time. Customer will be provided notice of material changes by email, portal posting, or other reasonable means. Customer’s continued use of the Services after the effective date of any amendment constitutes acceptance. For regulatory or security compliance changes, SIPmly may implement updates immediately without prior notice, but will provide notice as soon as practicable thereafter.

Messaging Service Agreement

SIPMLY MESSAGING SERVICE TERMS AND CONDITIONS 1. SERVICE DESCRIPTION SIPmly provides wholesale SMS and MMS services to facilitate enterprise and A2P messaging. 2. COMPLIANCE Customer is responsible for compliance with: (a) TCPA consent rules; (b) CTIA guidelines; (c) carrier requirements including 10DLC registration; (d) international marketing consent rules including GDPR. Customer must provide opt-in/opt-out functionality and honor STOP/HELP keywords. 3. PROHIBITED CONTENT Messaging shall not include spam, spoofed sender IDs, fraud, phishing, or restricted SHAFT categories without prior approval. 4. DELIVERY SIPmly does not guarantee delivery of any message. Customer acknowledges messages may be filtered, blocked, or delayed by carriers, regulators, or end-users. 5. FEES AND FINES Customer agrees to pay all applicable fees, surcharges, and carrier pass-through costs. Customer shall be liable for any carrier fines, penalties, or assessments resulting from its messaging traffic. 6. TERM AND TERMINATION Month-to-month, terminable by either party with thirty (30) days’ notice. SIPmly may suspend immediately for regulatory violations, excessive complaints, or fraud. 7. DISCLAIMER AND LIABILITY All warranties disclaimed to maximum extent permitted. SIPmly's liability is capped at fees paid in the prior month. No consequential damages. 8. INDEMNIFICATION Customer agrees to indemnify, defend, and hold harmless SIPmly, its affiliates, officers, employees, contractors, and agents from any and all claims, damages, liabilities, penalties, fines, costs, and expenses, including attorneys’ fees and administrative fees, arising from its messaging content, practices, or violations of law or carrier policies. Customer further agrees to promptly pay all fines, penalties, assessments, administrative fees, and legal expenses imposed by regulators, carriers, or third parties without offset, deduction, or delay. 9. AMENDMENTS SIPmly may update, modify, or amend this Messaging Agreement at any time. Customer will be provided notice of material changes by email, portal posting, or other reasonable means. Customer’s continued use of the Services after the effective date of any amendment constitutes acceptance. For regulatory or security compliance changes, SIPmly may implement updates immediately without prior notice, but will provide notice as soon as practicable thereafter.

Privacy Policy

SIPMLY PRIVACY POLICY 1. PRINCIPLES SIPmly respects your privacy. This policy complies with GDPR, CCPA/CPRA, and other applicable frameworks. 2. DATA COLLECTION AND USE Data is collected only for lawful, disclosed purposes. Processing is based on consent, contract, or legal obligation. 3. USER RIGHTS - GDPR: rights of access, rectification, erasure, restriction, portability, and objection. - CCPA/CPRA: rights to know, delete, correct, opt-out of sale/sharing. Requests must be submitted through designated channels. 4. RETENTION Personal data is retained only as long as necessary for contractual or legal purposes. 5. SECURITY SIPmly applies appropriate technical and organizational measures to safeguard data. 6. DISCLOSURE AND TRANSFERS Data may be disclosed to affiliates, vendors, or authorities as legally required. Cross-border transfers follow GDPR-approved mechanisms. 7. MARKETING Marketing communications require explicit consent. Users may withdraw consent at any time. Necessary service communications may not be opted out of. 8. INDEMNIFICATION Customer agrees to indemnify SIPmly from any claims, regulatory actions, or penalties arising from Customer’s misuse of personal data or failure to comply with applicable privacy laws. Customer shall be responsible for promptly paying all resulting fines, penalties, administrative costs, and legal expenses without offset, deduction, or delay. 9. AMENDMENTS SIPmly may update, modify, or amend this Privacy Policy at any time. Customer will be provided notice of material changes by email, portal posting, or other reasonable means. Customer’s continued use of the Services after the effective date of any amendment constitutes acceptance. For regulatory or security compliance changes, SIPmly may implement updates immediately without prior notice, but will provide notice as soon as practicable thereafter.

Permission to Contact

By providing information, Customer consents to being contacted by SIPmly via voice, SMS, MMS, email, or mail for operational and contractual purposes. Marketing communications require express consent in compliance with TCPA, GDPR, and CCPA/CPRA. Users may opt out of marketing at any time. Service-related communications remain mandatory as permitted by law. INDEMNIFICATION Customer agrees to indemnify SIPmly for any claims, penalties, or costs related to consent violations or unauthorized communications arising from its accounts. Customer shall promptly pay all fines, penalties, administrative fees, and legal expenses resulting from such violations without offset, deduction, or delay. AMENDMENTS SIPmly may update, modify, or amend this Permission to Contact section at any time. Customer will be provided notice of material changes by email, portal posting, or other reasonable means. Customer’s continued use of the Services after the effective date of any amendment constitutes acceptance. For regulatory or security compliance changes, SIPmly may implement updates immediately without prior notice, but will provide notice as soon as practicable thereafter.

Master Service Agreement

MASTER SERVICE AGREEMENT (BILLING AND PAYMENT TERMS) 1. BILLING AND PAYMENT Customer shall pay all fees and charges in accordance with the applicable rate schedule and invoices issued by SIPmly. Invoices are due and payable within thirty (30) days of the invoice date unless otherwise agreed in writing. 2. PREPAID SERVICES (a) Prepaid Accounts. Customer may elect to maintain a prepaid balance with SIPmly to be applied toward Services. Prepaid funds will be debited as usage occurs. (b) Availability of Balance. Any prepaid balance will remain available for Customer’s use until the account is terminated. (c) Forfeiture. Upon account closure or termination for any reason, any unused prepaid balance shall be forfeited. (d) No Refunds or Transfers. Prepaid balances are non-refundable, non-transferable, and do not accrue interest. Customer shall have no right to redemption or refund of any unused balance. 3. LATE PAYMENTS Any undisputed amounts not paid when due shall accrue interest at the rate of 1.5% per month or the maximum rate allowed by law, whichever is less. Customer shall also be liable for all reasonable costs of collection, including attorneys’ fees. 4. TAXES AND SURCHARGES Customer shall be responsible for all applicable taxes, duties, regulatory fees, surcharges, and governmental assessments arising from use of the Services, excluding taxes based on SIPmly’s net income. 5. BILLING DISPUTES Customer must notify SIPmly in writing of any billing dispute within thirty (30) days of invoice date. Undisputed portions must be paid when due. Failure to timely dispute constitutes waiver of the claim. 6. SUSPENSION AND TERMINATION FOR NON-PAYMENT SIPmly may suspend or terminate Services upon five (5) days’ written notice if Customer fails to pay undisputed amounts when due. Suspension or termination does not relieve Customer of payment obligations. 7. CREDIT TERMS SIPmly may require security deposits, prepayments, or other credit assurances as a condition of providing Services. SIPmly may change credit terms at any time based on Customer’s payment history or creditworthiness. 8. CURRENCY All fees and payments shall be made in U.S. dollars unless otherwise agreed in writing. 9. SURVIVAL Billing, payment, and prepaid balance obligations survive termination of this Agreement until all outstanding amounts are paid in full or forfeited as described above.

Service Level Agreement

SERVICE LEVEL AGREEMENT (SLA) 1. AVAILABILITY SIPmly shall use commercially reasonable efforts to provide the Services with 99.99% availability, measured monthly, excluding scheduled maintenance, emergency maintenance, and outages caused by force majeure events, carrier partners, or Customer’s own systems, connections, or equipment. 2. MAINTENANCE SIPmly may perform scheduled maintenance with prior notice through email or customer portal. Emergency maintenance may be performed without notice where required for security, regulatory compliance, or network integrity. 3. EXCLUSIONS This SLA does not apply to outages or degradation caused by: (a) Customer’s acts or omissions, equipment, or connectivity; (b) Carrier or third-party network failures outside of SIPmly’s reasonable control; (c) Force majeure events; (d) Regulatory or governmental actions; (e) Suspension of Services for non-payment or Customer breach. 4. REMEDIES Customer’s sole and exclusive remedy for failure to meet the SLA shall be limited to requesting technical support or escalation through SIPmly’s support channels. No financial credits or refunds shall apply. Customer waives any other claims related to service levels, availability, or performance.

Force Majeure

FORCE MAJEURE Neither party shall be liable for any failure or delay in performance due to causes beyond its reasonable control, including but not limited to acts of God, natural disasters, fire, flood, terrorism, labor disputes, cyberattacks, power failures, equipment or software malfunctions, governmental actions, or failures of carriers or third-party suppliers. Obligations shall be suspended for the duration of the force majeure event. The affected party shall provide notice as soon as practicable. Customer remains responsible for all fees incurred for Services actually provided during such events.

Intellectual Property Rights

INTELLECTUAL PROPERTY RIGHTS 1. OWNERSHIP All right, title, and interest in and to SIPmly’s Services, networks, software, APIs, documentation, and trademarks remain the exclusive property of SIPmly and its licensors. No ownership rights are transferred to Customer. 2. LICENSE SIPmly grants Customer a limited, revocable, non-exclusive, non-transferable license to use the Services solely for its internal business purposes in accordance with this Agreement. 3. CUSTOMER DATA Customer retains all ownership rights to its data and communications transmitted through the Services. Customer grants SIPmly a limited license to use such data only as necessary to provide the Services, comply with legal obligations, and maintain network integrity. 4. RESTRICTIONS Customer shall not reverse engineer, copy, resell, sublicense, or otherwise exploit SIPmly’s intellectual property except as expressly permitted. All rights not expressly granted are reserved by SIPmly.

Confidentiality

CONFIDENTIALITY 1. DEFINITION "Confidential Information" means all non-public information disclosed by either party to the other in connection with this Agreement, whether oral, written, electronic, or otherwise, including but not limited to business plans, technical data, financial information, pricing, routing, and trade secrets. 2. OBLIGATIONS Each party agrees to protect the confidentiality of the other party’s Confidential Information with the same degree of care it uses to protect its own similar information, but not less than reasonable care. Confidential Information may only be used for purposes of performing obligations under this Agreement. 3. EXCEPTIONS Confidential Information does not include information that: (a) is publicly available through no fault of the receiving party; (b) was rightfully known prior to disclosure; (c) is independently developed without use of Confidential Information; or (d) is required to be disclosed by law or court order. 4. SURVIVAL Confidentiality obligations survive for three (3) years after termination of this Agreement, except for trade secrets which shall be protected indefinitely.

Choice of Law and Jurisdiction

CHOICE OF LAW AND JURISDICTION This Agreement shall be governed by and construed in accordance with the laws of the State of New Jersey, without regard to its conflict of laws rules. The parties agree that any dispute, claim, or controversy arising out of or relating to this Agreement shall be resolved exclusively in (a) the Superior Court of New Jersey, Law Division, Bergen County, for state law matters, or (b) the United States District Court for the District of New Jersey, Newark Vicinage, for federal matters. Each party consents to the personal jurisdiction and venue of such courts. Nothing herein prevents SIPmly from seeking injunctive relief in any jurisdiction to protect its rights or intellectual property.

Assignment

ASSIGNMENT Customer may not assign, transfer, or delegate this Agreement or any of its rights or obligations without the prior written consent of SIPmly. Any attempted assignment without consent shall be null and void. SIPmly may assign this Agreement in whole or in part to an affiliate, successor, or purchaser of its assets without Customer’s consent. This Agreement shall be binding upon and inure to the benefit of the parties and their respective permitted successors and assigns.

Export Control and Sanctions

EXPORT CONTROL AND SANCTIONS Customer represents and warrants that it is not located in, organized under the laws of, or ordinarily resident in any country or territory subject to comprehensive U.S. sanctions (including but not limited to Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk, and Luhansk regions of Ukraine). Customer shall not use the Services in violation of U.S. export control, re-export, or sanctions laws administered by the U.S. Department of Commerce, Bureau of Industry and Security (BIS), the U.S. Department of State, or the U.S. Department of the Treasury, Office of Foreign Assets Control (OFAC). Customer agrees to indemnify SIPmly for any fines, penalties, or enforcement actions arising from Customer’s breach of this section.

Entire Agreement and Severability

ENTIRE AGREEMENT AND SEVERABILITY This Agreement, including all incorporated Service Agreements, Policies, and Addenda, constitutes the entire agreement between the parties and supersedes all prior or contemporaneous understandings, proposals, or communications, whether oral or written, relating to the subject matter. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Failure to enforce any right shall not constitute a waiver of such right or any other right.

Master Indemnification and Amendments

MASTER INDEMNIFICATION AND AMENDMENTS 1. MASTER INDEMNIFICATION In addition to the indemnification obligations set forth in each Service-specific Agreement, Customer agrees to indemnify, defend, and hold harmless SIPmly, its affiliates, officers, directors, employees, contractors, and agents from and against any and all claims, damages, losses, liabilities, penalties, fines, costs, and expenses (including, without limitation, reasonable attorneys’ fees, expert fees, administrative fees, and legal expenses) arising out of or relating to: (a) Customer’s use of any SIPmly Services; (b) Any violation of applicable laws, rules, or regulations by Customer or its end-users, including but not limited to FCC, CRTC, Ofcom, GDPR, TCPA, CTIA, CCPA/CPRA, STIR/SHAKEN, CALEA, or other regulatory frameworks; (c) Any traffic, content, or communications transmitted through Customer’s accounts or facilities; (d) Any regulatory, carrier, or governmental fines, penalties, surcharges, or assessments attributable to Customer’s accounts or activities; (e) Any unauthorized, fraudulent, or improper use of Services by Customer or its end-users. Customer further agrees to promptly pay all such fines, penalties, assessments, administrative costs, and legal expenses without offset, deduction, or delay. 2. MASTER AMENDMENTS SIPmly may update, modify, or amend this Agreement, in whole or in part, at any time. Notice of material changes will be provided by email, customer portal posting, or other reasonable means. Continued use of the Services after the effective date of any amendment constitutes acceptance. For changes required by regulators, carriers, or to address security or fraud prevention concerns, SIPmly may implement such amendments immediately without prior notice, with notice provided as soon as practicable thereafter.