Terms of Service

Date of the Latest Revision: November 15th, 2024

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Voiply, LLC, a limited liability company organized under the laws of Pennsylvania, operates and owns the website www.voiply.com (the “Website”), and seeks to ensure all users of the Website benefit from a positive and enriching experience while using, accessing or otherwise visiting the Website and using the VOIP residential phone, business phone, online fax, and number parking services provided.

In furtherance of this objective, users of the Website must understand their legal obligations and rights with respect to the Website and the VOIP services. Voiply, LLC encourages users to carefully review these Terms of Service as they govern the usage of the Website and all services offered on or as part of the Website.

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I. BACKGROUND

The following sections in these Terms of Service relate to liability, disclaimers and dispute resolution, and should be carefully reviewed and understood prior to using the Website:

• (19) Warranty Disclaimers;

• (20) Limitations and Exclusions of Liability;

• (21) Dispute Resolution;

• (21.3) Arbitration.

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II. DEFINITIONS

The following terms, when used in these Terms of Service, shall have the meanings set forth below, unless the context requires otherwise:

In these Terms of Service, Voiply, LLC shall be referred to as “Voiply”. Users of the Website shall be referred to as “Customers” collectively, a “Customer”.

“Activation” shall refer to Services being made available for the Customer’s usage.
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“Activation Date” shall refer to the date of the Activation.
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“Affiliate” shall refer to, with respect to Voiply, any entity that Controls, is Controlled by or is under common Control with Voiply.

“Control”, for purposes of this definition, means the direct or indirect ownership or control of more than fifty percent (50%) of the voting equity of Voiply.
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“Applicable Laws” shall refer to any and all applicable Federal, State or local laws, rules or regulations, including, but not limited to applicable restrictions pertaining to call recording, call monitoring, call interception and/or direct marketing or telemarketing.
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“Customer Equipment” shall refer to all equipment owned, leased or otherwise provided by Customer, or which is specifically identified in one or more Sales Orders used in connection with the Services. Customer Equipment shall include equipment sold by Voiply to Customer but does not include Voiply Equipment.

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“Customer Premises” shall refer to the physical location(s) owned or leased by the Customer where the Services are provided or Voiply Equipment is used or stored.
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“Dispute” shall refer to any claim, dispute or other conflict between a Customer and Voiply arising out of or relating to these Terms of Service.
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“In-App Purchase” shall refer to the purchase of Voiply products or services through a mobile application on a third-party app store such as the Apple® App Store® or Google Play™ online app stores, and where payment is processed by the third-party app store.
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“Sales Order” shall refer to an online checkout that has been accepted by an authorized representative of the Customer and shall automatically incorporate these Terms by reference.
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“Services” shall refer to products or services provided or made available by Voiply that are (a) set forth in a Sales Order, or (b) purchased by Customer via In-App Purchase.
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“Service Term” shall refer to the period of time (commencing as of the Activation Date) during which Voiply provides Services to the Customer.
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“Software” shall refer to the proprietary software owned or licensed by Voiply, or which Voiply has a right to sublicense, which software is either provided to or used by the Customer in connection with the Services.
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“Terms of Service” or “Terms” shall refer to the latest version of the present Terms of Service and shall include any amendments and updates made thereto. For reference purposes, the Terms of Service shall indicate the date of the latest update made thereto.

“Voiply Equipment” shall all equipment that is used, leased or otherwise provided by Voiply to the Customer for use in connection with the Services, including phone hardware, such as and without limitation phones, routers, switches and battery backup. Voiply Equipment does not include Customer-owned hardware or equipment or hardware and equipment that the Customer purchases through Voiply.
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III. APPLICATION

The present Terms of Service shall govern Customers’ usage of the Website and the provision of Services by Voiply. The present Terms of Service apply to all Customers who browse and/or otherwise use the Website and/or benefit from the Services.
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These Terms of Service shall encompass any other policies established by Voiply, such as its Privacy Policy, which shall be deemed incorporated in these Terms by reference.
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The present Terms of Service shall be applicable and binding to every Customer upon the initial usage of the Website and/or the Services. By using the Website, accessing the Services or otherwise engaging with the Website in any way, Customers agree to be bound by these Terms of Service, in full, as though Customers manually signed them.
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These Terms of Service shall form a binding agreement between the Customer and Voiply. Voiply shall not be bound by any terms or policies, except for the present Terms of Service and any policies explicitly referenced herein. If a Customer does not agree with these Terms of Service, the Customer’s sole recourse shall be to not use the Website and/or the Services.
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IV. ELIGIBILITY

To be eligible to use the Website and benefit from the Services, every Customer hereby represents and warrants to Voiply as follows:

(i) The Customer is of or over the age of majority in the Customer’s country of residence.

(ii) The Customer has the legal right and capacity to enter into these Terms with Voiply and to perform its obligations hereunder.

(iii) The Customer shall use the Website and the Services in accordance with all Applicable Laws, government orders and policies.

(iv) The Customer is not subject to any restrictions, limitations, suspensions, judgments or orders that would prevent the Customer from using the Website and/or obtaining the Services.

(v) If the Customer is entering into these Terms on behalf of an entity, the Customer represents and warrants that it is authorized to bind that entity, and all references to “Customer” in these Terms expressly include, without limitation, the entity represented by the Customer.
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V. SCOPE OF SERVICES

The Services purchased by the Customer shall be described in the applicable quotation submitted by Voiply. The quotation submitted by Voiply shall specify the following information: (i) the price, location, and other relevant information regarding the Services; (ii) the equipment offered for sale or lease; and (iii) any associated installation, maintenance, shipping or delivery requirements. Upon the Customer’s acceptance of the quotation, the Customer shall be bound by the Sales Order. The Customer agrees to pay for the Services listed in the Sales Order in accordance with these Terms.

Certain Services provided by Voiply may be subject to separate end-user license agreements (EULA). The Customer shall be responsible for complying with the terms of any applicable EULA.
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5.1 Voice-to-Text and Text-to-Voice Services

Certain Services may include a function that allows voicemails to be converted to text and vice-versa. The Customer acknowledges that Voiply’s voice-to-text and text-to-voice features may not accurately transcribe voicemails or articulate text messages. The Customer shall be responsible for verifying the original message for accuracy purposes.
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5.2 International Long-Distance Service

Voiply offers international long-distance service, allowing for calls to be placed to select international destinations. To determine if a destination of choice is available, please consult the following link www.app.voiply.com/rate-check. Available destinations are subject to change without notice at any time. Voiply’s international long-distance service is not a substitute for regular international calling services. Such service may exclude calls to certain high-cost wireless and landline, non-geographic and premium numbers.
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5.3 Caller Identification and Voicemail Services

Caller identification Services, such as caller ID, provided by Voiply shall be subject to availability. Voiply cannot guarantee that such Services are available for all numbers in all serving areas.
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Each voicemail message recorded by Voiply shall be retained for a minimum of three (3) months from the date the message was recorded. Voiply retains the right to delete all voicemail messages after such retention period.
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5.4 Toll-Free Numbers

Customers utilizing toll-free numbers as part of the Services shall be invoiced for such toll-free number according to their usage, on a per-minute basis. Voiply reserves the right to modify the pricing and/or the pricing structure in connection with toll-free numbers at any time, at Voiply’s sole discretion.
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5.5 Call Park Services

As part of its Services, Voiply offers call parking services, whereby a call may be placed on hold to allow any authorized user or representative of the Customer to respond to such call. Call parking services shall be charged according to a per minute rate. Such rate and/or pricing structure in connection with call park services may be modified by Voiply at any time, at Voiply’s sole discretion.
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5.6 Call Recording and Call Detail Records

Customers may opt to use a call recording feature offered by Voiply. Unless otherwise stated by Voiply, recorded calls shall be stored for a maximum period of thirty (30) days.
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Customers’ call detail records, consisting of the calls placed and received as well as the dates and durations thereof, shall be stored by Voiply. Such call detail records shall be stored and maintained by Voiply for a one (1) year term.
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5.7 Ancillary Services

Voiply may introduce new ancillary Services on a trial basis for a specified period of time. In certain cases, a trial may involve an automatic re-enrollment at the end of the trial, unless the Customer opts out of the trial and/or cancels the Service during the term of the trial. Voiply shall not impose service fees for ancillary services without having provided Customer the opportunity to opt-out of the trial and/or to cancel the ancillary Service during a trial period.
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5.8 Beta Services and Software

Certain Services or Software may be designated or offered as a “beta” version, which may or may not be later released as a full commercial service. Unless otherwise indicated, Voiply shall not charge for beta versions.
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The Customer agrees that beta versions shall not be considered suitable for commercial use, and may contain errors affecting their proper operation. Use of any beta version may exhibit sporadic disruptions and interruptions. Voiply disclaims all damages resulting from the Customer’s use of any beta version.
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5.9 E911 Emergency Dialing Services

Voiply offers an E911 dialing service, whereby emergency calls are routed by a third party provider to the applicable local emergency response center or national emergency calling centers. Most Services include the E911 dialing services, but some Services do not offer this service.
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Customers shall be responsible for submitting accurate and complete information regarding the Customer Premises and any applicable location for purposes of emergency services. Customers shall be responsible for updating such information on an as needed basis.

Emergency calls are handled by local or national emergency response centers, and not by Voiply. As such, Voiply is unable to provide any warranties and guarantees with respect to the efficiency of the responses provided, nor can Voiply guarantee that E911 dialed calls shall be answered or handled promptly.
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Voiply disclaims any and all liability or responsibility for: (i) incorrect, incomplete, erroneous third-party data used to route the E911 dialed calls or any erroneous or damaging result yielded therefrom, (ii) personal injury, death, loss, damage or destruction of any property, infringement or invasion or the right of privacy caused or claimed to have been caused by the failure or outage of the E911 dialing services, incorrect routing, or use or inability to use the E911 dialing services, and/or (iii) loss of power, resulting in the ability to use the E911 dialing feature. Following a power failure or disruption, Customers may need to reset or reconfigure their devices prior to utilizing the Services, including the E911 dialing feature.
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5.10 SMS and MMS Messaging

Voiply expressly disclaims any responsibility for the storage or preservation of text messages transmitted through its service. Users acknowledge and agree that Voiply does not retain any copies of text messages once they are removed from the Voiply mobile application. Consequently, users should be aware that any deletion of messages from the Voiply mobile application will result in their irreversible loss. Voiply shall not be liable for any direct, indirect, incidental, or consequential damages arising from the loss or deletion of text messages.

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5.11 10DLC Messaging Services

Voiply provides business messaging services using 10DLC (10-digit long codes), subject to the following conditions:

• Registration: Customers must register their business information and messaging campaigns with Voiply to use 10DLC services. Unregistered campaigns may result in service suspension.

• Fees: Registration and compliance monitoring fees may apply, which will be disclosed at the time of registration.

• Carrier Guidelines: Messaging services must comply with carrier-specific throughput limits, frequency, and opt-out handling policies.

• Liability: Customers are responsible for ensuring that all messages sent through 10DLC comply with applicable laws and carrier requirements. Voiply disclaims liability for penalties imposed due to non-compliance.

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VI. ADDITIONAL SERVICES

6.1 Purchase of Additional Services

Additional Services may be purchased through the Voiply user interface or by calling Voiply customer care. The ability to purchase additional Services may restricted for accounts opened via an In-App Purchase.
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6.2 Premium Add-On Services and Other Services

Further, Voiply offers a series of premium add-on services, which are listed on the following link: https://support.voiply.com/en-us/category/voiply-premium-add-ons-o8kuka/. Such premium add-on services shall be subject to availability, and to the Customer’s payment of applicable fees.
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Voiply further offers “Other Services”. Other services shall include additional enhanced features, services and subscription packages for a one-time, annual or monthly fee. Other Services and the pricing thereof (including promotional pricing or trial periods) are subject to change from without notice. Descriptions and pricing of Other Services that appear on the Website are deemed incorporated into these Terms by reference.
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VII. REQUIREMENTS TO USE THE SERVICES

7.1 Authorizations Granted

To allow for the provision of the Services, the Customer shall provide Voiply, at no cost to Voiply, all permissions, consents or authorizations necessary to activate, maintain, inspect, and repair the Services and any Voiply Equipment, including the right to access and enter Customer Premises, if needed.
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7.2 Local Number Portability

Rather than utilize a new phone number for purposes of the Services, the Customer may transfer an existing phone number to Voiply. As such, the Customer shall authorize Voiply to notify the Customer’s current local telephone company or service provider of its intention to use Voiply as its carrier. Further, the Customer shall fulfill all identification verifications, authorizations and information granting required by its existing carrier to transfer any phone numbers to Voiply.
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Alternatively, the Customer shall complete a letter of authorization, and provide Voiply with a copy of Customer’s most recent bill from such service provider, and any other information reasonably requested by Voiply.
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Any failure or delay to provide any information requested by Voiply or the third party service provider may result in the delay or failure to trasnfer the phone number to Voiply, and Voiply shall not be responsible for any such delays or failures.
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To avoid an interruption in the Customer’s phone service, the effective transfer of the phone number to Voiply shall occur prior to or on the Activation Date. If the Activation Date occurs prior to the transfer of the phone number to Voiply, the Customer may only be able to make outgoing calls using the Services, and its existing phone service may be disconnected. Voiply recommends that the Customer maintain a phone connected to the existing phone number to receive incoming calls until the effective transfer of the phone number to Voiply, after which the Customer shall be able to both make and receive calls using the Service.
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Customers may consent to submit documentation required to transfer phone numbers via a web-enabled user interface. Customers may withdraw their consent by contacting Voiply’s customer care.
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7.3 High-Speed Internet Connection Required

The Customer shall require a high-quality high-speed Internet connection to use the Services. Voiply shall not be responsible for providing an Internet connection for the Customer. VoIPLy does not control and shall not be responsible for: (i) the Customer’s Internet connection; (ii) the quality of Customer’s Internet connection; (iii) any third party products and/or services related to Customer’s Internet connection; or (iv) problems with the Services that are caused by or related to Customer’s Internet connection.
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7.4 Equipment

The Activation of the Services may require the use of certain Customer Equipment and/or Voiply Equipment.
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7.4.1 Customer Equipment

The Customer represents that it owns or has the right to use the Customer Equipment in connection with the Services. The Customer shall be fully responsible for the installation, maintenance, repair and operation of any Customer Equipment. Voiply shall not be responsible for ensuring the compatibility of any Customer Equipment with Voiply Equipment.
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7.4.2 Voiply Equipment

Voiply Equipment may be used solely in connection with the Services. Voiply shall not provide any passwords, codes or other information or assistance that would enable the Customer to use the Voiply Equipment for any other purpose.
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The Customer shall not: (i) relocate, rearrange, repair or otherwise modify any Voiply Equipment without Voiply’s prior written consent; or (ii) create or allow any liens or other encumbrances to be placed on any Voiply Equipment.
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The Customer shall use commercially reasonable efforts to protect and maintain Voiply Equipment in a secure location at the Customer Premises, and the Customer shall be liable for all costs, charges or expenses associated with damage to or loss of Voiply Equipment beyond normal wear and tear.
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During the Service Term, Voiply shall repair or replace defective Voiply Equipment leased by Customer pursuant to an agreement between the Customer and Voiply, in accordance with the terms set forth therein. Voiply shall not replace Voiply Equipment if it is determined by Voiply that the Customer or another third party is responsible for the defect.
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The Customer acknowledges that Voiply Equipment (and replacements) may be refurbished equipment.
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If the Customer decides to use the Service through an interface device not provided by Voiply, subject to Voiply’s prior approval, the Customer warrants and represents that it possesses all required rights, including software and/or firmware licenses, to use that interface device in connection with the Services.
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7.4.3 Sale of Equipment by Voiply

Voiply may, upon the Customer’s request, resell or facilitate the provision of equipment by a third party supplier. While Voiply may provide recommendations as to the equipment and may facilitate Customer’s purchase thereof, the original equipment manufacturer, and not Voiply, shall be responsible for any equipment defects. The manufacturer’s warranty, return rules and terms shall apply to such third party equipment.
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7.4.4 No Returns

‍All equipment sales are final. As such, equipment may not be returned to Voiply for any reason.

Equipment sold by Voiply to the Customer may be returned to the manufacturer solely in the event of a defect arising within the applicable warranty period, provided the Customer complies with the terms of the Return Materials Authorization (RMA) policy and pays the applicable shipping fees. Prior to returning the equipment to the manufacturer, the Customer shall notify Voiply to allow Voiply to determine whether a defect exists, process a warranty claim on behalf of Customer, and provide an RMA number. The equipment manufacturer shall handle the return upon its receipt of the returned equipment.
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VIII. SOFTWARE PROVIDED BY VOIPLY

8.1 Limited License

If Software is provided by Voiply in connection with the Services, Voiply shall grant the Customer a personal, limited, revocable, non-exclusive, non-assignable and non-transferable license to use the Software, in object code form only, solely for the purpose of using the Services. Any attempt to sublicense, assign or transfer such license shall be void and shall result in the termination of the license.

This license shall commence upon the issuance of the Sales Order, and shall terminate upon the end of the Service Term. Upon request by Voiply, the Customer shall return or destroy the Software and any related written material, together with any copies.
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8.2 Upgrades and Modifications

Voiply reserves the right to upgrade the Software or discontinue support for earlier versions of the Software at any time.
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8.3 End User Licenses

Certain Software provided by Voiply may contain third-party software, including open-source software. Use of such third-party software may be governed by separate copyright notices and license provisions. The Customer agrees to comply with the terms and conditions of all end user license agreements accompanying any Software, including third-party software or plug-ins to such Software.
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IX. DESIGNATION OF ACCOUNT ADMINISTRATOR

The Customer may designate one or more users to be an account administrator through (i) the online sign-up process, or (ii) identification on the Sales Order. Such account administrator shall be referred to as a “Superuser”. The Superuser shall have the right to: (i) submit information requests on behalf of the Customer, (ii) make changes to the Customer’s account, and (iii) authorize any transfer of telephone numbers to a carrier other than Voiply. The Superuser may assign additional administrators and/or re-assign the Superuser status to another user.
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X. PAYMENTS AND PAYMENT TERMS

10.1 Billing and Payment Processing

The Customer agrees to pay Voiply the recurring monthly service charges, set-up charges and usage charges, if applicable, for Customer’s use of the Services.
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Billing shall commence on the Activation Date. The Customer shall be responsible for providing Voiply with a valid email address, billing address, and a valid payment method prior to activation of Services.
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10.2 Payment Methods

The Customer agrees that Voiply shall charge the Customer’s credit card or the payment information provided. As such, the Customer authorizes Voiply to: (a) automatically bill the credit card provided on the same day of each month; or (b) automatically debit (charge) the Customer’s checking account electronically via automated clearing house (ACH) on the same day of each month. Voiply may store, or use a third party to store the Customer’s payment information to provide for recurring payments.
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Under certain circumstances, Voiply may agree to accept alternative payment methods.
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10.3 Security Deposit

During the Service Term, at any time, Voiply may require a non-interest bearing security deposit, to be held on account, in the amount specified by Voiply. The security deposit may be adjusted as Services and usage levels increase or decline. The security deposit shall be refunded, less any past due balance or other amounts due by the Customer, at the end of the Service Term.
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In addition, in the event that Customer’s use of the Services involves substantial usage-based charges, as determined by Voiply in its sole discretion, the Customer authorizes Voiply to offset any amounts due to Voiply against the security deposit.
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10.4 Payment of Invoices

Voiply shall invoice the Customer on a monthly basis. The invoices may consist of monthly recurring charges, intellectual property recovery fees and government mandated pass-through fees such as Universal Service Fees E911 fees and regulatory compliance fees.
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All fees are due on the due date except for usage-based fee. Usage-based charges including international calls shall be due and payable in arrears on the due date of the billing period following the month such fees were incurred.
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Any equipment purchased shall be paid in accordance with the terms of the Sales Order.
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10.5 Suspension of Services

If the Customer’s payment information is invalid or otherwise unacceptable, Voiply reserves the right to cancel the provision of the Services.

Past due amounts bear interest at the rate of 1.5% per month or the maximum rate allowed by law, whichever is less. Late payments and returned checks are subject to late payment fees and returned check fees, respectively.
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Moreover, if Customer (a) fails to make any payment when due and such failure continues for five (5) business days after written notice from Voiply, or (b) fails to observe or perform any other material term of these Terms and such failure continues for thirty (30) days after written notice from Voiply, Voiply may elect to: (i) terminate any Sales Order, in whole or in part; (ii) immediately suspend the Customer’s Services, in whole or in part; and/or (iii) pursue all remedies Voiply may have at law or in equity.
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Following the payment of the unpaid balance and a reactivation fee, Voiply shall, at its sole discretion, reactivate the suspended account. Such restoration shall not be construed as a waiver of Voiply's right to (i) receive full payment for all charges due or (ii) restrict, suspend or terminate the Services again at any time for non-payment of any unpaid charges.
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The Customer shall reimburse Voiply for all reasonable attorney fees and other costs incurred by Voiply relating to collecting delinquent payments or non-payment. Voiply may also apply any deposits or other payments made by the Customer to pay unpaid invoices. If Voiply applies any portion of a security deposit, the Customer shall, within five (5) days following written notice thereof from Voiply, replenish the security deposit by the amount so applied by Voiply.
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10.6 Disputes relating to Invoices

To dispute an invoice or amount invoiced, Customer shall pay the undisputed amount and submit written notice of the disputed amount. The notice of the disputed amount shall include details of the nature of the dispute and the Services and invoice(s) disputed.

All billing disputes must be sent to:

VoIPLy, LLC c/o Billing Department (Disputes)

301 Grant St, Suite 270

Pittsburgh, PA 15219
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The Customer must submit the notice of dispute within ninety (90) days from the date of the invoice. If the dispute notice is not sent within such delay, the Customer shall be deemed to have waived all rights to dispute the applicable charges, unless otherwise provided by law.

Upon Voiply’s receipt of the written notice, Voiply shall perform the necessary verifications and take appropriate action to remedy the situation, including by issuing a refund or a credit.
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Voiply’s intention is to provide clear and transparent billing for the Services purchased. Despite Voiply’s best efforts, billing errors may occur. In the event of a billing error, Voiply shall provide the appropriate refund or credit against future payments owed. The billing error shall promptly be corrected.
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10.7 Taxes and Fees

Unless otherwise indicated, the payments for Services are exclusive of any taxes and duties. The Customer shall be responsible for paying taxes charged in connection with the purchase of the Services. International charges and taxes are subject to change at any time, and without notice.
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In addition, a regulatory recovery fee for every phone number assigned to the Customer’s account shall be charged monthly. The recovery fee may also include recovery of costs for legal, intellectual property, cybersecurity, compliance and other related expenses, including those related to number portability, privacy and anti-fraud protection. This fee may be recovered by Voiply through imposition of a surcharge on cost of the Service.
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If any amounts paid for the Services are refunded by Voiply, applicable taxes may not be refundable. The foregoing shall not apply to In-App Purchases.

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10.8 10DLC Registration Fees

Fees associated with the registration and compliance monitoring of 10DLC messaging services will be billed to the customer. Customers are responsible for timely payment of these fees to avoid service suspension.

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XI. VOIPLY’S GUARANTEE

Voiply currently offers a 30 day Money Back Guarantee if the Customer terminates a Sales Order within thirty (30) days of the commencement of the Service Term. Voiply’s Money Back Guarantee shall apply to the monthly service charge and taxes. The Money Back Guarantee does not cover charges for shipping or international calls.
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XII. SERVICE TERM AND CANCELLATION

12.1 Service Term

The Service Term shall begin on the Activation Date. The Service Term shall remain in effect until the earlier of (a) the Customer fails to pay the fees on their due date, (b) the Customer cancels the Services, or (c) the cancelation or termination of the Service Term by the Customer or Voiply.
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12.2 Notice of Cancellation

Unless otherwise specified in the Sales Order and unless cancelled or terminated prior, the Services shall automatically renew for on a monthly basis. Voiply shall be authorized to automatically charge the Customer’s credit card or payment information on or prior to the renewal date.
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Any cancellation notice by the Customer to Voiply shall be provided least seventy-two (72) hours prior to the scheduled billing date to avoid being billed for the next billing cycle. If the Customer provides the notice of cancellation less than seventy-two hours (72) prior to the next scheduled billing date, (i) the cancellation shall be effective within seventy-two (72) hours following the date of the notice; and (ii) the Customer shall be billed for the next billing cycle in full.
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12.3 Cancellation Process

The Services may be canceled by the Superuser or an administrator by contacting Voiply Customer Care by telephone or email (support@voiply.com). Voiply shall not accept cancellation notices sent by fax, SMS or other electronic methods. The Customer’s failure to cancel the Services in accordance with this section shall result in ongoing service charges, fees and taxes.
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Upon receipt of the termination notice, Voiply shall provide the Customer with email confirmation of the Services canceled.
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In the event Customer subscribes to ancillary services provided by Voiply (including voicemail recording, call recording, etc.), the cancellation of the Services for any reason shall also result in the cancellation of such ancillary services.
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All Customer’s data, including all recordings, shall be deleted on or after the effective date of termination or cancellation. Such data shall be available subject to Voiply’s retention policies.
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Following the Activation Date, Voiply may receive requests from other service providers acting as agents on the Customer’s behalf to transfer a telephone number currently assigned to Customer to a third party provider. Voiply shall cooperate with the requesting service providers to perform any such requested transfer in accordance with reasonable directions and applicable standard operating procedures. Until the effective termination of the Customer’s account, the Customer shall: (a) remain a Voiply customer; and (b) be responsible for all charges and fees associated with the Services.
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Voiply shall not refund, in whole or in part, or issue credits for any charges already billed to the Customer’s account. In the event Customer signed up for a minimum commitment period for the Services being canceled, the Customer shall remain responsible for all fees for the entire minimum commitment period.
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Voiply assumes no liability for costs associated with any numbers that cannot be transferred. In the event of any account termination or cancellation, all telephone numbers associated with Customer’s account may be released.
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Upon cancellation or termination of the Service, the Customer shall securely pack, ship and return to Voiply all Voiply Equipment at the Customer’s expense. Voiply may invoice Customer, and Customer shall pay, for the full replacement value of any Voiply Equipment that has not been returned to Voiply in accordance with these Terms.
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XIII. PERMITTED AND PROHIBITED USE

The Customer shall use the Services only in a manner that fully complies with all Applicable Laws, as well as these Terms.

The Customer shall use the Services and the Voiply Equipment for the Customer’s internal use only, and the Customer may not resell, transfer, license, permit or allow any third party to use the Services without Voiply’s prior written consent.
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The following constitutes a non-exhaustive list of unauthorized uses deemed to exceed the scope of normal use:

a. Resale to others;

b. Auto-dialing or fax/voice blasts;

c. Without live dialog, including use as a monitor or for transcription purposes;

d. Continuous or extensive call forwarding;

e. Continuous connectivity;

f. Constant dialing;

g. Iterative dialing;

h. Fax broadcast;

i. Fax blasting; and

j. Telemarketing involving practices that are in violation of any law or regulation or any other activity that would be inconsistent with small business usage.

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Customers are responsible for all conduct, actions and omissions relating to their usage of the Website and the Services. Customers therefore agree to not engage in unacceptable use of the Website and the Services, which refers to using the same to:

• Breach any applicable international or local law, government order, regulation or policy;

• Impair, interfere with or damage the Services, Voiply’s servers or any portion thereof in any way;

• Send or transmit harmful components, viruses or damaging files;

• Use automated means, including spiders, robots, crawlers, data mining tools, or the like to download or scrape data;

• Engage in unlawful or illegal, fraudulent, malicious or otherwise discriminatory conduct, or encourage others to engage in such illicit purposes;

• Intimidate, insult, bully, harass, threaten or otherwise cyberstalk Customers;

• Reproduce, share, copy, distribute, commercialize or otherwise transmit the Website, the Services or any portion thereof, except in accordance with these Terms;

• Send, transmit, share, upload or publish spam, chain letters and unsolicited materials;

• Impersonate an individual, entity, business, or company, or intentionally mislead others about the Customer’s identity;

• Collect personal information or data regarding Customers, without obtaining the required consent;

• Access the Services using any unauthorized means or technology, or bypass established security measures;

• Decompile, reverse engineer or hack any portion of the Services or the Website, or attempt to do so;

• Harass, threaten, bother, annoy, stalk or otherwise act inappropriately;

• Upload, share, distribute, publish, transmit or otherwise provide content or information that violates a third party’s intellectual property rights;

• Sell, lease, assign or transfer the Services and/or the license to the Software;

• Use another Customer’s account on the Website;

• Share, transmit, distribute or otherwise disperse spam, advertisements or unsolicited material, such as ads;

• Act in a manner that conflicts with the spirit of these Terms.
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There are a number of obligations with respect to the usage of the Services and the Website. Customers further agree to comply with Applicable Laws. Customers may be held responsible for their failure to comply with these Terms, and Voiply’s guidelines and standards. Further, Customers agree that Voiply may, without liability and without penalty, revoke a Customer’s right to use the Services and/or the Website if the Customer breached or attempted to breach any obligation in these Terms.
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13.1 Abuse of Unlimited Usage

The Customer agrees to use unlimited voice plans for voice and/or text message related communications provided the aggregate usage that falls within the range of similarly situated business customers. Voiply reserves the right to review usage of unlimited usage plans to ensure there is no abuse of such plans. Usage that substantially exceeds the average volume of its other usage plan customers is deemed abusive.

The Customer shall not employ methods or use devices to take advantage of unlimited plans by using the Services excessively or for means not intended by Voiply. Voiply may terminate the Services immediately if it determines, in its sole discretion, that the Customer is abusing of an unlimited usage plan. Further, Voiply may terminate the Customer’s service and/or charge additional fees if the Customer’s usage is considered abusive in the sole discretion of Voiply. Such additional fees shall be charged at the then current rate established by Voiply, of at least $.03 per minute for voice calls and/or $.05 per facsimile page.

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13.2 10DLC Messaging Compliance

Customers using Voiply's messaging services must adhere to the following requirements:

• Prohibited Uses: Customers may not use 10DLC messaging for unsolicited bulk SMS, spam, fraudulent messages, or other activities prohibited by CTIA guidelines and carrier policies.

• Opt-In/Opt-Out Requirements: Customers must obtain explicit consent from recipients before sending messages and provide a mechanism for recipients to opt out, such as replying "STOP."

• Content Compliance: Messages must comply with applicable laws and carrier guidelines. Examples of prohibited content include false advertising, illegal activities, and harassment.

• Monitoring and Penalties: Voiply reserves the right to monitor traffic for compliance and may suspend services or apply penalties for violations of 10DLC rules.

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XIV. MAINTENANCE

VoIPLy reserves the right to perform repair and maintenance or to upgrade, update or enhance its network, infrastructure, website(s), Services and/or VoIPLy Equipment with or without prior notice or liability to the Customer, even if such maintenance causes a partial or full disruption of the Services. VoIPLy shall use commercially reasonable efforts to perform the maintenance as to avoid unduly interfering with the provision of the Services.
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XV. CHANGES TO THE SERVICES

Voiply reserves the right to make changes to the Services on an as needed basis, including, without limitation, updating, editing, disabling, removing, condensing or otherwise changing the scope of the Services.
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‍Voiply may discontinue, limit, modify any Service, or impose additional requirements to the provision of any Service, as may be reasonably required to comply with any Applicable Laws. If changes in Applicable Laws materially affect the or would impose further compliance requirements, then Voiply shall provide notice to Customers to the extent that said changes would impact Customers’ obligations.
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XVI. INTELLECTUAL PROPERTY

The Service(s), Voiply Equipment and Software and all information, documents and materials on the Website may be protected by trademark, copyright, patent and other intellectual property laws and international treaty provisions. All Website content, corporate names, service marks, trademarks, trade names, logos and domain names of Voiply are and shall remain the exclusive property of Voiply or its Affiliates.

Voiply’s trademarks and logos may not be reproduced or shared without Voiply’s explicit prior written consent. All intellectual property directly relating to the Website and the Services remains Voiply’s sole property and Voiply is the exclusive owner of such intellectual property throughout the world, without limitations of time or space. Nothing in these Terms shall grant the Customer the right or license to use any of the foregoing.
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16.1 Licensed Intellectual Property

Any content that has been licensed to Voiply remains the property of its respective owners. The reproduction, transmission, sharing and distribution of all or part of any the content on the Website is expressly prohibited, except as provided under these Terms.
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16.2 Suggestions and Feedback

In the event that the Customer provides Voiply with suggestions, enhancement requests, recommendations, proposals, documents, or other feedback with respect to the Services or Software, the Customer grants Voiply and its Affiliates a royalty-free, worldwide, irrevocable, perpetual license to use, modify, and distribute the Customer’s suggestions to improve, enhance or modify the Services or Software, without compensation to Customer or attribution of any kind.
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XVII. COPYRIGHT INFRINGEMENT

Voiply complies with all applicable copyright laws, including the Digital Millennium Copyright Act (“DMCA”). In accordance with the terms of the DMCA, Voiply encourages Customers to report any actual or perceived copyright infringement on the Website to Voiply’s attention. Any reports of copyright violations shall be handled and processed by Voiply based upon the requirements of the DMCA.
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If a Customer believes a trademark or intellectual property belonging to such Customer or to a third party has been published on the Website in violation of a copyright, the Customer shall notify Voiply by sending a written notice. The written notice submitted to Voiply shall include all information required by the DMCA, and shall be duly signed by the Customer submitting the notice.
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If, pursuant to Voiply’s analysis, Voiply finds a notice to be founded, Voiply shall promptly remove the intellectual property or trademark subject to the notice from the Website. If Voiply determines that the notice is unfounded, Voiply shall notify the submitting Customer of its decision and shall provide justification.
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If any Customer infringes the DMCA, Voiply reserves the right to suspend or terminate the Customer’s access to the Services, without liability or notice to the Customer.
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XVIII. THIRD PARTY SERVICES

Voiply may enter into marketing arrangements with marketing partners or resale/distribution agreements with authorized distributors who market Voiply Services to prospective Customers who then subscribe to these Terms. The terms, conditions and policies of any such marketing partner or authorized distributer’s contractual arrangement with the Customer for other products and services shall not apply to Voiply Services, nor supersede these Terms.
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‍Voiply may use or rely on one or more licensors, service providers, and/or equipment providers or equipment lessors whose products, equipment and/or services are provided in conjunction with, or incorporated into, the Services and/or Voiply Equipment. Each provider of such third-party services is expressly made a third party beneficiary under the applicable Sales Orders and shall have the right to enforce the terms and conditions of the Sales Orders. No other third party beneficiaries are intended by the Parties.
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In some cases, Voiply may utilize the Internet and third party networks outside of its control in conjunction with the provision and maintenance of the Services and the Website. In such cases, Voiply makes no representation that the Internet or any such third party network shall adequately secure or protect the privacy of its Customers or any end user’s personal information, and Voiply expressly denies any associated liability.
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XIX. WARRANTY DISCLAIMERS

Voiply shall provide the Services, Voiply Equipment and Software on an “as is” and “as available” basis without warranty or representation of any kind, save and except for any third party manufacturer warranties that may be applicable to equipment purchased by the Customer from Voiply. Without limiting the generality of the foregoing, Voiply does not guarantee that the Website shall be accessible and available for usage without error, omissions or interruption.
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The Website, the Services, Voiply Equipment and Software shall be provided without warranties of any kind, including warranties that are express, statutory, implied warranties of title, non-infringement, merchantability and fitness for a particular purpose, and any warranties implied by any course of performance or usage of trade, all of which are expressly denied. Voiply cannot guarantee the Website and the Services shall meet Customers’ needs or expectations.
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Voiply cannot guarantee that the Website, and the Services shall be continuously available, error-free and uninterrupted. While Voiply shall use reasonable efforts to correct issued or defects, Voiply cannot guarantee that issues or defects shall be corrected in a timely manner or corrected at all. Considering the risks associated with online activity, Voiply cannot guarantee that the Website and the Services shall be free of harmful components, such as viruses. In consideration thereof, Customers agree that their usage of the Website and the Services shall be at their sole risk and expense.

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Voiply does not guarantee uninterrupted access to 10DLC messaging services. Voiply is not responsible for penalties, service disruptions, or additional charges imposed by carriers due to customer non-compliance with 10DLC rules and requirements.
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XX. LIMITATIONS AND EXCLUSIONS OF LIABILITY AND INDEMNIFICATION

20.1 Limitations of Liability

Certain situations and factors beyond Voiply’s reasonable control may affect the Website’s operations and availability. In consideration thereof, Customers acknowledge that Voiply shall not be responsible for any interruptions of service or issues affecting the Website. Further, Customers acknowledge that Voiply shall not be responsible for any service interruptions, including, without limitation, power outages, system failures or other interruptions beyond Voiply’s reasonable control.
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Voiply and its Affiliates, vendors, suppliers, distributors, partners and representatives shall not be liable for any indirect, incidental, special, punitive or consequential damages, replacement costs, or any loss of revenue or profits, content, data, or data use, even if Voiply has been advised of the possibility of such damages.
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To the fullest extent permitted by applicable law, Voiply’s aggregate liability shall not exceed the sum paid by the Customer for the Services in the twelve (12) months preceding the event giving rise to the liability.
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20.2 Indemnification

‍The Customer agrees to indemnify and hold Voiply, its Affiliates, agents, employees, officers, directors, contractors, and affiliates harmless from and against all losses, damages, liabilities, costs and expenses in connection with any claims, actions, proceedings, investigations, loss, fines, penalties, fees, charges, damages, or suits brought by a third party, arising out of (i) any action, omission, error, fault, negligence, or misconduct of the Customer; (ii) the Customer’s negligence, recklessness or intentionally wrongful act(s), (iii) any violation, contravention or breach of any covenant, agreement or obligation of the Customer under these Terms; (iv) any incorrectness in any representation or warranty made by the Customer in connection with these Terms; or and/or (v) the Customer’s execution or non-performance of its obligations under these Terms. The Customer’s indemnification obligations towards Voiply shall not apply in case of fraud or gross negligence committed by Voiply.
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XXI. DISPUTE RESOLUTON

21.1 Amicable Negotiations

Prior to undertaking any legal or arbitration proceedings, the Customer shall make reasonable efforts to resolve the Dispute amicably. As such, each party agrees to escalate the Dispute to their respective management, who shall attempt to resolve the Dispute in good faith to reach an equitable resolution within thirty (30) days.
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21.2 Jurisdiction of the Courts

Except for those submitted to arbitration, Disputes shall be submitted to the exclusive jurisdiction of the competent courts located in the State of Pennsylvania. The Customer hereby submits to the jurisdiction of the courts located in the State of Pennsylvania. The Customer further waives any objection to jurisdiction or venue in any proceeding before said courts.
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The following types of Disputes may be brought before the competent courts located in the State of Pennsylvania: (i) any Dispute seeking an injunction or other type of equitable relief, or (ii) a Dispute to enforce the rights and obligations set forth in these Terms. All Disputes relating to matters other than those specified in these Terms shall be handled by negotiation and arbitration, as set forth in these Terms.
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21.3 Arbitration

Unresolved Disputes shall be referred to binding arbitration and handled through arbitration administered in accordance with the standards set forth by the American Arbitration Association. The number of arbitrators shall be one (1). The arbitrator shall benefit from the authority to resolve the Dispute.
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Unless otherwise agreed, the place of arbitration shall be in the State of Pennsylvania. Each party shall bear its own costs and fees for participating in the arbitration. Such fees and costs shall include administrative costs and the fees payable to the arbitrator.

The arbitration proceedings shall be kept strictly confidential. The arbitrator shall be granted the required authority to award damages and relief, if needed, similarly to a court of law. The arbitration award shall be final and binding. The arbitration award shall be confirmed in writing.
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21.4 Remedies and Injunctions

The Customer recognizes that any violation of these Terms of Service or any breach of any section thereof may cause Voiply significant harm and damages, especially if such violation or breach relates to data security, intellectual property or unauthorized usage of the Website. Further, the Customer acknowledges that monetary damages may not be a sufficient remedy for a breach or violation of these Terms. Voiply shall be entitled, without waiving any other rights or remedies, to such injunctive or equitable relief as may be deemed proper by a court of competent jurisdiction.
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21.5 Cost Recovery

If any litigation or arbitration proceeding is commenced in connection with these Terms, the prevailing party, as determined by the court or arbitrator, shall be entitled to claim all reasonable attorney fees, costs and necessary disbursements incurred in such action or proceeding.
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21.6 Waivers to Jury Trial and Class Action

The Customer waives its right to a jury trial in any litigation or arbitration proceedings commenced in connection with these Terms, the Website or the Services. The Customer acknowledges that the arbitration proceedings shall be individual and shall not consist of class arbitration. All claims shall be brought in the Customer’s individual capacity, and not as part of a class action or another party’s claim.
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21.7 Time Frame

Any claim or Dispute relating to these Terms, the Website or the Services shall be introduced within one (1) year of the event giving rise to the claim. Any claim or Dispute introduced after the one (1) year delay shall be barred.
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XXII. GENERAL PROVISIONS

22.1 Governing Law

These Terms shall be governed by the laws of the State of Pennsylvania (excluding any conflict of laws rule or principle, which might refer such interpretation to the laws of another jurisdiction). As these Terms constitute a transaction in interstate commerce, the Federal Arbitration Act, and not state arbitration law, shall govern the interpretation, validity and enforceability of the arbitration provisions in the Terms.

22.2 Entire Agreement

These Terms, together with other documents to be delivered hereunder, constitute the entire agreement between Voiply and the Customer pertaining to the subject matter of these Terms and supersede all prior agreements, understandings, negotiations and discussions, whether oral or written. There are no warranties, representations or other agreements in connection with the subject matter of these Terms except as specifically set forth in these Terms.
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No supplement, modification or amendment to these Terms and no waiver of any provision of these Terms shall be binding unless executed by a duly authorized representative of Voiply in writing.
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22.3 Severability

Any section, subsection or other subdivision of these Terms which is, or becomes, illegal, invalid or unenforceable shall be severed from these Terms, and shall be ineffective to the extent of such illegality, invalidity or unenforceability. The severability shall not affect or impair the remaining provisions hereof, which provisions shall (i) be severed from any illegal, invalid or unenforceable section, subsection or other subdivision of these Terms, and (ii) otherwise remain in full force and effect.
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22.4 Force Majeure

Force Majeure events consist of unforeseeable, uncontrollable and irresistible events, such as government orders, epidemics, pandemics, labor strikes, wars, acts of God, tornados, hurricanes and other natural disasters. Voiply shall not be responsible for any failure to perform its obligations due to a Force Majeure event.
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During a Force Majeure event, Voiply’s obligations under these Terms of Service shall be suspended, until the Force Majeure event has ceased, and been resolved, as confirmed by Voiply. If the Force Majeure event extends beyond ten (10) consecutive days, Voiply may elect to cease performing its obligations on a permanent basis, without compensation or liability to Customers.
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22.5 Modifications to these Terms

Voiply may modify, amend, update or change these Terms at any time at Voiply’s discretion. The most recent version of these Terms shall be published on the Website. These Terms shall specify the date of the latest revision thereof.
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Voiply undertakes to notify Customers of any significant changes to these Terms at least thirty (30) days in advance by email or via an invoice. While Voiply shall use reasonable efforts to notify Customers of changes to these Terms in advance, Voiply does not guarantee that Customers shall be informed of changes prior to their publication on the Website. Consequently, Customers are encouraged to periodically review these Terms to ensure they are aware of and compliant with the latest version of these Terms.
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Any modifications or revisions to these Terms shall be binding as of the date specified in the Terms or as of the publication of the revised Terms on the Website, whichever is sooner. Any usage of the Website pursuant to the publication of the revised Terms shall constitute the Customer’s agreement to be bound by the revised Terms.
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22.6 Assignment

These Terms shall be binding upon each parties’ upon the Parties’ successors and permitted assigns. Voiply may assign all or part of its rights and obligations hereunder to any person, entity, business or company. The Customer may not assign all or part of its rights and obligations hereunder to any person, without the prior written consent of Voiply, which shall not be unreasonably withheld or delayed.

The Customer may, without consent, but with reasonable prior written notice, assign its rights and obligations hereunder to any parent, affiliate or subsidiary of Customer or pursuant to any merger, acquisition, reorganization, sale or transfer of all or substantially all its assets, provided that the Customer’s assignee assumes all of the Customer’s obligations and liabilities hereunder.
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Any assignment in violation of the foregoing shall be null and void.
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22.7 Waivers

No waiver of any of the provisions of these Terms shall be deemed or shall constitute a waiver of any other provision (whether or not similar) nor shall such waiver constitute a continuing waiver unless otherwise expressly provided.
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If Voiply refuses or neglects to require the performance of an obligation specified in these Terms, this shall not serve as a waiver of Voiply’s rights. Further, if Voiply’s suspends, delays or does not exercise any rights granted to it under these Terms, this shall not operate as a waiver of Voiply’s rights.
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22.8 Notices

Any notice, consent, authorization, direction or other communication required or permitted to be given under these Terms, except for billing disputes, shall be in provided writing and shall be delivered to the following address:

VoIPLy

Attn: Legal Department

301 Grant St, Suite 270

Pittsburgh, PA 15219

A notice shall be deemed to be duly given (i) on the date of delivery if personally delivered by hand or by a nationally recognized overnight express courier, or (ii) upon the third day after such notice is deposited in the United States mail, if mailed by registered or certified mail, postage prepaid, return receipt requested. For clarity, e-mail or fax notices are informational only and shall not constitute formal notice.

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22.9 Permission to Email

Voiply may send emails regarding these Terms, the Website, the Services and any matters contemplated under these Terms. Customers are required to provide their current and valid email address. As such, any emails sent by Voiply to the email address provided by the Customer shall be deemed properly transmitted and effective.
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22.10 Status of the Parties

Nothing in these Terms shall be construed to constitute the Customer as an agent, employee, or joint venturer of Voiply. For all purposes, Voiply shall operate as an entity independent from the Customers.
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22.11 Severability

If any term or section in these Terms of Service is held to be unenforceable or unlawful, the term or section shall be severed, and shall not affect the validity and enforceability of the remaining provisions in these Terms of Service.
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22.12 Successors and Beneficiaries

All rights and liabilities herein given to or imposed upon the Customers and Voiply shall bind and inure to their respective heirs, successors, administrators, executors and assigns. These Terms shall not confer any rights upon any person or entity, except for the parties to these Terms, namely the Customer and Voiply.
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22.13 Export Controls

The Customer agrees to comply fully with all relevant export laws and regulations of the United States, including the U.S. Export Administration Regulations, administered by the Department of Commerce. The Customer also expressly agrees to not export, directly or indirectly, re-export, divert, or transfer any portion of Voiply Service, Equipment or Software to any destination, company, or person restricted or prohibited by U.S. export controls.
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22.14 Comments and Inquiries

Customers are invited to send questions, inquiries, feedback and comments regarding these Terms of Service or the Website to Voiply on the Website or by email. Please email support@voiply.com.
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22.15 Electronic Signatures

Sales Orders and other documents that may be executed in connection with the Services may be executed and delivered by facsimile or electronic transmission, and upon receipt, such transmission shall be deemed the delivery of an original. Sales Orders and other documents may be executed in several counterparts, each of which when executed shall be deemed to be an original, and such counterparts shall each constitute one and the same instrument.

Date of the Latest Revision: May 8th, 2024