Acceptable Use Policy

Acceptable Use Policy of SIPMLY.COM and all related sites owned, operated or controlled by United Internet Services ("SIPmly website")

Acceptance of Terms Through Use

This site provides you the ability to learn about SIPmly and its products and services as well as the ability to access our network and services ("SIPmly Services"). By using this site, and any other site owned and operated by SIPmly or any other SIPmly website, you signify your agreement to the terms, conditions and notices of this policy. "You" when used in this statement shall mean the SIPmly Customer of record and SIPmly Customer end users.

This Acceptable Use Policy is used in conjunction with the terms of your service agreement. Violating any of these policies grants SIPmly the authority to take action to restrict or terminate your access to SIPmly Services. We reserve the right, at our discretion, to update or revise this policy, any other policy or statement on any SIPmly website, and any product offerings or programs described on any SIPmly website. Please check back periodically to review any changes to this policy.

SIPmly disclaims, to the maximum extent permitted by law, all warranties, representations or other endorsements, express or implied, with regard to the information accessed from, or through, this service, the systems which provide it and the Internet, including all warranties of merchantability or fitness for a particular use, or non-infringement of any third-party rights. SIPmly does not assume any liability for the completeness, accuracy or usefulness of any information disclosed or materials accessed. In no event shall SIPmly (or any persons or entities related thereto) be liable for any special, indirect, or consequential damages associated with or arising from use of this service in any way, including any loss of use, data or profits, regardless of the form of action. Any failure by SIPmly to enforce this policy in every instance in which it might have application does not amount to a waiver of SIPmly's rights.

Lawful Use

You must use this site and the SIPmly Services in accordance with the terms of this policy and your SIPmly Service Agreement, and in accordance with all federal, state and local laws, ordinances, and regulations.

User Conduct, Prohibited or Unlawful Use

In order to maintain an informative and valuable service that meets the needs of the users of this site and SIPmly Services, the following rules have been established to protect against abuse.
Use of this site or SIPmly Services for any purpose that is unlawful or in any manner which could damage, disable, overburden or impair the operation of this site, the SIPmly Network or SIPmly Services or any other party's use or enjoyment of this site, the SIPmly Network or SIPmly Services or any other SIPmly website, is strictly prohibited.

Specifically, you may not:
1. Attempt to use or gain unauthorized access to data, accounts, hosts, servers, systems or networks of this site, or to probe, scan or test the vulnerability of a system or network of this site, any SIPmly Services or those of any other party
2. Interfere with service to any user, host or network.
3. Forge any TCP-IP packet header
4. Use this site or SIPmly Services to engage in activities that violate any terms or conditions of any other network access provider or Internet service provider
5. Additionally, you may not, by use of any SIPmly Service or another service, upload, post or otherwise distribute or facilitate distribution of any content, including text, communications, software, images, sounds, data, or other information that, in SIPmly's discretion:
  a. Is unlawful, threatening, abusive, harassing, libelous, defamatory, obscene, deceptive, fraudulent, invasive of another's privacy, tortious, indecent, pornographic or inaccurate
  b. Victimizes, harasses, degrades, or intimidates an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age, disability or any other reason
  c. Contains viruses, corrupted files, or any other similar software or programs that may damage the operation of another's computer
  d. Has a negative effect on SIPmly or its network (including, without limitation, overloading servers on the SIPmly Network; causing portions of the SIPmly Network to be blocked by other network providers; generating unresolved third party complaints or complaints which, in the discretion of SIPmly, impose an unreasonable administrative burden on the company; etc).

Your participation in online communication or use of any SIPmly service is not edited, censored or otherwise controlled by SIPmly. However, SIPmly reserves the right to monitor content on this site and any SIPmly Services and to remove content, disable sites, or suspend or terminate services if SIPmly, in its discretion, determines such content or user practices are harmful, offensive, or otherwise in violation of this Acceptable Use Policy.

International Use

SIPmly makes no representation that materials available on this site or any or through any SIPmly service are appropriate or available for use in locations outside the United States, and accessing them from territories where their contents are illegal is prohibited. Those who access this site or any site hosted by SIPmly from other locations are responsible for compliance with local law.

Intellectual Property Rights

Copyright: All SIPmly web site design, text, graphics and the selection and arrangement thereof are the copyrighted work of United Internet Services 2012. All rights reserved. If any pages, information or content is copied, it may only be copied for non-commercial uses and SIPmly shall, in any event, retain all copyright and other proprietary interests therein.
Trademark: SIPmly and the SIPmly logo, and all other related names, design marks, product or feature names are either registered trademarks or trademarks of United Internet Services in the United states and/or other countries. SIPmly marks may not be used without the express written permission of SIPmly. All other products and services referenced in this site are the trademark or services marks of their respective owners.

User's Grant of Limited License

By posting or submitting content to any SIPmly website, you:
1. Grant SIPmly the right to use, reproduce, display, adapt, modify, distribute and have distributed the content in any form, anywhere and for any purpose, subject to the SIPmly Privacy Policy, which is incorporated in and made a part of this Policy; and,
2. Warrant and represent that you own or otherwise control all of the rights to the content and that public posting and use of your content by SIPmly will not infringe or violate the rights of any third party.

Controlling Law and Termination

This Authorized Use Policy is subject to, and shall be construed and enforced in accordance with the laws of the State of New Jersey without regard to its choice of law principles, and any disputes hereunder shall be brought in the United States District Court in New Jersey, Newark.

Notices

The SIPmly Terms of Service Agreement and Acceptable Use Policy prohibit acts of copyright and trademark infringement and other unlawful behavior by SIPmly subscribers. SIPmly takes violations seriously and will investigate complaints and, where appropriate, may suspend or terminate services, or take other action as necessary. SIPmly assumes no responsibility for costs incurred for defending or asserting a violation of the SIPmly Terms of Service Agreement or Acceptable Use Policy.
General Complaints: Please send reports of any activity in violation of this Acceptable Use Policy to support@sipmly.com. SIPmly will reasonably investigate incidents involving such violations. SIPmly may involve and will cooperate with law enforcement officials if any criminal activity is suspected. Violations may result in criminal and civil liability.
Fraud Complaints: SIPmly recognizes that acts of fraud can be and are committed over the Internet. SIPmly encourages all Customers and Internet users to be vigilant about protecting their personal information, account numbers, id's, passwords, etc. As with non-Internet fraud, fraud complaints are best and most appropriately made to law enforcement authorities. If you believe you have been the victim of Internet fraud (either via the web or through email), SIPmly encourages you to contact your local or state consumer protection authority, or one among several U.S. agencies that handle complaints about Internet fraud.

Origination Service Agreement

SIPMLY ORIGINATION SERVICE TERMS AND CONDITIONS

1.0  SERVICE DESCRIPTION

1.1  VoIP Origination Service. Voice over Internet Protocol Origination ("VoIP Origination") is a wholesale switched origination service that allows calls originating from the public switched telephone network ("PSTN") in various markets to access Customer's End Users through SIPmly's IP Network using direct inward dial ("DID") numbers either provided by SIPmly to Customer or ported to Customer using local number portability ("LNP"). The calls originating from the PSTN are converted to data packets in SIPmly's IP Network and then delivered to Customer through a Session Initiation Protocol ("SIP") interconnection port. Customer may interconnect to SIPmly via the public Internet. These arrangements collectively are referred to hereinafter as the "Interconnection". Customer understands and agrees that SIPmly shall have no liability whatsoever associated with Customer's use of the public Internet for access to SIPmly's VoIP Origination Service or otherwise, including without limitation with respect to any failure, delay, loss of data or other damages or losses.

1.2  Intended Use of Service. Notwithstanding that Customer may actively be engaged in, or may become actively engaged in, providing numerous telecommunications or telecommunications related services, SIPmly's VoIP Origination service is designed for and limited to local Calls originated from a caller dialing an SIPmly-issued or ported DID number. SIPmly does not support the delivery of collect calls or third party billing information via Customer's Interconnection.

1.3  Service Components. VoIP Origination Service consists of the following components: Originating Markets, Interconnection, IP Addresses, Additional DIDs.  The following optional features are available for additional charges:  End User Local Number Portability, End User Caller Name and Number.  There is a separate charge for each of the optional features.

2.0  RATES

2.1  Customer is responsible for paying SIPmlys rates for VoIP Origination Services as they may be set forth in a separately available schedule, an applicable Service Order(s) or a Tariff.

2.2	 Customer agrees to pay a recovery charge of $.59 for any call placed to a toll-free number that is originated from a payphone.

3.0  TERM

3.1  Service Orders for VoIP Origination services shall be for a minimum of one (1) month from the applicable Start of Service Date. Unless a Party notifies the other Party in writing not less than 10 days prior to the expiration of the original or renewal term that it intends not to renew the Service Order, it shall automatically renew on a month-to-month basis at the same pricing, terms and conditions set forth herein.

4.0  REGULATIONS

4.1  Regulations. SIPmly's VoIP Origination Service may only be used for enhanced services as defined by Section 64.702(a) of the FCC's Rules and Regulations, 47 C.F.R. 64.702(a).

5.0  PRODUCT TERMS AND CONDITIONS

5.1  Technical Support and Customer Care. SIPmly will provide technical support and customer care to Customer; provided, however, Customer shall be solely responsible for all technical support and customer care to its End Users, including but not limited to activities relating to the ordering, provisioning, billing and maintenance of services to its End Users. Additionally, SIPmly shall not be responsible for sending notices relating to VoIP Origination Services to Customer's End Users. Customer shall be responsible for any notices, bill inserts, or other information required by any public utility commission ("PUC") rule, order, request, or otherwise required by law to be provided to End User.

6.0  DID NUMBERS

6.1  Additional DID Numbers. Customer may order additional blocks of numbers in addition to the minimum DID numbers provided in accordance with Section 1.3 above. Any and all numbers provided by SIPmly shall be in SIPmly's sole discretion and subject to the limitations set forth in this section 5.0.

6.2  Assignment of DID Numbers. To the extent Customer's request for VoIP Origination Service involves SIPmly obtaining numbers on the Customer's behalf, SIPmly will undertake in good faith effort to procure and provide the numbers requested, but SIPmly does not and cannot guarantee that SIPmly will be able to provide any or all numbers requested by Customer. Customer represents and agrees that it will comply with all applicable laws, rules, regulations, orders and decrees, relative to any use of numbers by Customer. The assignment of any specific number to Customer will be made at the sole discretion of SIPmly. Customer has no property right to any numbers associated with any Services furnished by SIPmly. SIPmly reserves the right to assign, designate or change numbers associated with the Services provided hereunder, including without liitation, the SIPmly serving Central Office prefixes associated with such numbers, when necessary due to technical issues or as required by any governmental authority, the North American Numbering Plan Administrator ("NANPA"), the Pooling Administrator ("PA") or other reasons required by law. SIPmly may reclaim any numbers not assigned by Customer to its End Users when SIPmly deems it necessary in the conduct of its business or as required by any governmental authority, NANPA, the PA or any other reason required by law. Customer agrees to fully cooperate with SIPmly to effect any number of changes required hereunder in the manner directed by SIPmly, including without limitation, procuring and providing to SIPmly additional numbering resources from NANPA or the PA, if and to the extent requested by SIPmly. Without limiting any contrary terms in the Agreement or in any Tariff, SIPmly shall have no liability to Customer or others associated with any number of resource issues beyond SIPmly's control.

7.0  LOCAL NUMBER PORTABILITY

7.1  End User Authorization. Prior to placing any orders with SIPmly to facilitate Customer's provisioning of Service to Customer's End Users, Customer shall obtain and shall have in its possession a Letter of Authorization ("LOA") for each of the Customer's End Users. Customer shall be responsible for obtaining End Users. authorization (in accordance with state and federal law or regulation pertaining to such authorizations) prior to requesting a change in the End Users. provider of local exchange service. In requesting a change in the End Users. service provider ("Port-in Order" or "LNP"), Customer shall, upon request, provide a copy of the End User's LOA directly to SIPmly prior to placing the Port-in Order with SIPmly. Consequently, SIPmly shall have no obligation to provide Services related to the Port-in Order until provided such LOA. Furthermore, prior to placing a Port-in Order, Customer shall be responsible for obtaining all information needed to process the disconnect order and re-establish service to the End User.

7.2  Authorization Dispute. Should an End User dispute, or a discrepancy arise, regarding the authority of Customer to act on behalf of the End User, Customer is responsible for providing written evidence of its authority to SIPmly within three (3) business days. If there is a conflict between the End User designation and the Customer's written evidence of its authority, SIPmly shall honor the designation of the End User and change the End User back to the previous service provider. If Customer does not provide the LOA within three (3) business days, or if the End User disputes the authority of the LOA, then Customer must, by the end of the third business day: 
	1. Notify SIPmly to change the End User back to the previous service provider.  
	2. Provide any End User information and billing records Customer has obtained relating to the End User to the previous service provider.  
	3. Notify the End User and SIPmly that the change has been made; and
	4. Remit to SIPmly a charge of $150.00 ("slamming charge") as compensation for the charge back to the previous service provider.

7.3  Port-Out of Numbers. In the event that SIPmly receives a valid request by a third party carrier for customer proprietary network information, including but not limited to customer service records related to a number assigned by SIPmly to Customer and/or Customer's End-Users, Customer hereby authorizes SIPmly to provide any such information in SIPmly's possession to the third party carrier. If SIPmly does not have information sufficient to satisfy the request by the third party carrier, Customer hereby authorizes SIPmly to instruct such third party carrier to contact Customer directly and Customer shall provide any such information in its possession to the third party carrier consistent with industry standards. Furthermore, in the event SIPmly receives from a third party carrier a port-out request related to a number assigned to Customer, SIPmly shall port out such number in compliance with procedures set forth by the Federal Communications Commission and/or the applicable PUC. Customer will pay SIPmly a $5.00 charge (which may be subject to change from time to time) for each telephone number ported out or disconnected.

8.0  VOIP SERVICE INTERFACE

8.1  VoIP Services and API Interface. To allow Customer to manage the LNP of its End Users. telephone numbers and to add and change its End Users. Directory Listings and CNAM information via the VoIP Services portal, SIPmly has developed a web browser-based interface ("VoIP Services Interface") and an XML based Application Programming Interface ("API"). Customer, or its authorized designee, may access the VoIP Services Interface to create, correct or supplement orders related to LNP, Directory Listings or CNAM. Customer, or its authorized designee, may access the API Interface to provision and/or alter services. Customer accepts sole responsibility for maintaining the security of their user IDs and passwords, and SIPmly shall have no liability resulting from any Customer failure to maintain the security of this user information. Customer will assume all responsibility, risk, and potential liability for the provisioning (or non-provisioning) of any and all services, and all End User information associated directly or indirectly with LNP, Directory Listings and CNAM.

8.2  Accurate Information. Customer must submit to SIPmly complete and accurate End User information for LNP, Directory Listings and CNAM and shall use the VoIP Services Interface and/or API. Customer represents and warrants that all End User information submitted via the VoIP Services Interface is true and correct, and SIPmly has no liability to Customer or its End Users regarding the validity, accuracy or completeness of the End User information. In addition, Customer shall include in its tariffs or contracts a limitation of liability that limits its own, SIPmly's, and all of SIPmly's upstream service providers to any End User for any error or omission in any Directory Listing or CNAM information submitted in connection with the VoIP Origination Services.

8.3  Indemnification. Customer and/or End User shall indemnify, defend, and hold harmless SIPmly and its Affiliates and all of their employees, directors, officers, and agents from and against all claims, demands, actions, causes of ations, damages, liabilities, losses, and expenses (including reasonable attorney's fees) incurred as a result of a third party claims arising from the use of SIPmly's VoIP Services Interface and/or API.

9.0  911 SERVICES. CUSTOMER REPRESENTS AND WARRANTS THAT IT WILL ASSUME ALL RESPONSIBILITIES IN CONNECTION WITH THE FURNISHING OF 911 SERVICE TO ITS END-USERS AND, FURTHER, THAT IT WILL NOT DELIVER ANY 911 TRAFFIC TO THE COMPANY.

9.1  Customer Responsibility for 911 Services. Customer hereby represents and warrants that it is not reliant on SIPmly to provide 911, E911 or any other emergency services ("911 Services"). Customer will assume all responsibility, risk, and potential liability for the provisioning (or non-provisioning) or any and all 911 Services associated, directly or indirectly, with the VoIP Origination Service. Customer will indemnify and hold SIPmly harmless from any claims resulting from Customers. End Users dialing or attempting to dial the digits 9-1-1 or any other emergency services number or from any person who may be affected by the dialing of the digits 9-1-1 or any other emergency services numbers.

9.2  911 Costs. Customer hereby acknowledges and agrees that it is solely responsible for all costs and expenses associated with 911 Services. These costs and expenses include, but are not limited to, the imposition of fees and charges by state and local authorities, whether now or in the future, for the funding of 911 Services, 911 assessments, taxes and the like.

9.3  Nature of Traffic. Customer represents and warrants that, anything herein to the contrary notwithstanding, it will not deliver an 911 traffic to SIPmly for transport and termination.

10.0  CANCELLATION AND EARLY TERMINATION CHARGES

10.1  If VoIP Origination Service or any component thereof, (collectively referred to as "VoIP Origination Service") is cancelled after a service order has been accepted by SIPmly, but prior to the Start of Service Date, Customer shall pay one (1) month's recurring charges plus any applicable service ordering and installation charges. If VoIP Origination Service is terminated after the Start of Service Date, Customer is liable for all charges, which Customer agrees is reasonable, associated with the service ordering and installation as well as one hundred percent (100%) of the MRC's for the remaining months in the term of the Service Order. It is agreed that SIPmly's damages in the event of Service Termination shall be difficult or impossible to ascertain. This provision is intended therefore to establish liquidated damages in the event of disconnection and is not intended as a penalty.

11.  COMPLETE AGREEMENT/ADDITIONAL TERMS. This Agreement, incorporating all the items reference herein, represents the complete agreement of the parties, and supersedes all other agreements whether written or oral. This agreement may be modified only by written agreement executed by authorized parties, changes to the URL sites referenced, changes to tariffs or as otherwise specifically provided herein. Neither Electronic Mail nor Instant Messaging ("IM" shall be considered a "writing" sufficient to change, modify, extend, or otherwise affect the terms of the Agreement. Any modification to the Agreement not authorized by SIPmly shall render the Agreement null and void and subject to immediate termination. This agreement shall be governed by the substantive law of the State of New Jersey without reference to it principles of conflicts of laws, and Customer consents to the jurisdiction and venue of the Federal District Court in New Jersey, Newark.

Termination Service Agreement

SIPmly TERMINATION SERVICE TERMS AND CONDITIONS

1.  SERVICE OFFERING. You agree you are contracting for wholesale VoIP termination services ("Services") with United Internet Services, on behalf of its operating subsidiaries and affiliates hereinafter collectively referred to as "SIPmly". This agreement (as defined below) between you ("you" may also be referred to as the "Customer") and SIPmly sets forth the legal rights and obligations governing the SIPmly offer, provisioning and delivery of services to you and your use of the Services. This agreement  consists of the following terms and conditions, the product terms and conditions (as defined below), the general Service terms and conditions (collectively, the "Additional Terms"), and any Schedules, Addendums, Appendices, and Exhibits attached hereto (collectively, and as applicable, the "Terms and Conditions"), and the applicable tariffs (collectively, the "Agreement").  Some Services offered by SIPmly under this Agreement are offered pursuant to applicable tariffs, which are filed with applicable regulatory agencies ("Tariffed Services"), as well as the Terms and Conditions. All applicable tariffs are fully incorporated herein. For Tariffed Services, in the event of a conflict between the Terms and Conditions and a tariff, the tariff shall control to the extent of any inconsistency.  Upon cancellation of any tariff, the Terms and Conditions shall control. The terms and conditions set forth herein summarize in most respects the Additional Terms. In the event of any inconsistency between the terms contained herein and the Additional Terms, and only to the extent of the inconsistency, the Additional Terms shall control.

2.  TERM. The initial Service term shall be for one (1) month and shall begin upon acceptance of this Agreement. Upon expiration of the initial Term, unless terminated in accordance with this provision, this Agreement will automatically renew for a similar term and at the same rates (unless otherwise stated in any notice provided by SIPmly) pursuant to the Terms and Conditions, including the applicable tariff(s) (collectively the initial Term and any applicable renewal term shall be referred to herein as the "Term"). If Customer wishes to terminate a Service for any reason or not to renew such Service, Customer shall provide SIPmly with written notice ("Termination Notice") addressed to SIPmly at such location as SIPmly shall specify from time to time. Such Termination Notice must specify all necessary identifying details about the Service being terminated (e.g. account identifiers such as username and password) and the requested effective date of such termination (which date must not be less than thirty (30) days from the date notice is received by SIPmly). Termination of Service by any form of communications or means other than as provided above shall not be effective and Customer shall remain obligated to SIPmly for all Services rendered. For the avoidance of doubt, if Customer elects to take Service for a minimum term or minimum commitment and cancels service before the end of the Term, Customer shall be subject to early termination charges, as further detailed in the applicable Terms and Conditions.

3.  RATES. The rates for Services shall be set forth separately and shall be valid for the initial Term subject to the applicable Terms and Conditions. Rates for international Services are subject to change on three (3) days notice from SIPmly, and the new rates are automatically effective on the 4th day from the date of such notice. Customer acknowledges international long distance wireless terminations are billed at higher rates, as further set forth in the Additional Terms. Rates do not include taxes, surcharges and fees charged by SIPmly, including but not limited to the Subscriber Line Charge and Long Distance Access Charges.  Customer agrees to maintain a blend rate of 80% interstate and 20% intrastate calls, less the full intrastate termination rate will be applied to that call.  Interstate and intrastate call classification will be determined by the Customer supplied caller ID information.  Any calls containing invalid, toll-free, or otherwise obscured caller ID information will be considered intrastate for all purposes.

4.  SUPPLEMENTAL PRODUCT TERMS AND CONDITIONS. The supplemental product terms are listed separately. Only the Product Terms and Conditions for Services ordered and/or used by you are applicable.

5.  ACCEPTABLE USE POLICY. Customer agrees to be bound by the SIPmly Acceptable Use Policy listed separately.

6.  RIGHT TO MAKE SERVICE CHANGES. SIPmly retains the right to change, increase or decrease from time to time, in its discretion and without liability to Customer, the methods, processes, and/or the suppliers by which SIPmly provides Services to Customer, as well as the right to change, add to or delete Service or Service offerings with appropriate notice to Customer.

7.  PAYMENT. Customer shall pay SIPmly for Services by check, wire transfer, credit card or other payment method as listed on the purchase forms of this web site. Invoices are due upon receipt, which is presumed within three (3) days after the invoice is mailed. Customer agrees to pay the applicable set-up installation and disconnect fees. Installation and disconnect fees are non-refundable. Regular billing for the Services will begin on the Start of Service Date (as defined below). Monthly recurring charges are billed in advance while usage and related charges may be billed in arrears depending upon your choice of payment method. Customer agrees that any additional Services requested whether verbally or in writing will incur additional fees and charges and Customer agrees to pay these fees and charges when invoiced. Invoices not paid within thirty (30) days after date of invoice, will be past due and subject to a 5% per month interest fee or the maximum rate permitted by law, whichever is less, on all past due balances. Customers authorizes SIPmly to request information from a reporting agency to enable SIPmly to assess Customer's credit history, that such action is not the extension of "credit" to Customer, and that SIPmly may alter any Service or billing arrangements as a result, upon notice to Customer. In addition, Customer acknowledges that SIPmly may require Customer to submit upon demand a deposit, bond or other financial assurances to SIPmly if so requested as a condition of initial or continued Service, or Service may be suspended or terminated.  Customer further acknowledges and agrees that Customer deposits (i) are earned by SIPmly at time of payment of the deposit, whether or not Services have been provided or may be subsequently provided to the Customer by SIPmly, and (ii) are non-refundable.

8.  START OF SERVICE DATE. The .Start of Service Date. for a service shall be the date on which this agreement is accepted. SIPmly may bill Customer for any costs it has incurred in provisioning the Services. SIPmly shall not be liable for any damages whatsoever resulting from delays in meeting Service delivery dates requested or specified by Customer, or the inability to provide Services. Customer may not cancel this Agreement if there is a delay in installation related to the Services unless such delay is solely due to SIPmly and such delay is longer than ninety (90) days beyond the parties agreed Start of Service Date.

9.  DEFAULT/TERMINATION. Except as otherwise required by law or applicable regulation, if, after the Start of Service Date, Customer: (a) fails to pay any amount required under this Agreement or any other agreement with SIPmly when due and such failure continues for ten (10) days, or such other cure period as may be specified in the applicable Exhibit, after written notice to Customer that the same is due and payable; (b) fails to comply with any other material provision of this agreement and such noncompliance continues for thirty (30) days after written notice to Customer thereof; or (c) Customer cancels or terminates Service, including any part of an integrated Service offering (except related to an international Service rate change pursuant to section 3, and as further set forth in the Additional Terms), at any time before completion of the initial Term or any renewal Term, then SIPmly may elect to pursue one or more of the following courses of action, as applicable: (i) terminate in whole or in part Customer's Service, whereupon all charges for the remaining Term are immediately due and payable for the terminated Services, and, for usage-based Service only, Customer shall pay an additional early termination charge that shall be equal to 75% of Customer's average monthly usage (for long distance and local voice Services usage as applicable) for the three (3) months prior to the termination month (or such lesser period if fewer than three (3) months of Service were utilized), times the number of months remaining in the Term of the Agreement, (provided, however, that in the event Customer has made an annual or other revenue commitment, the shortfall of that commitment over the remaining Term shall be the measure of the early termination charge); (ii) take immediate appropriate action to enforce payment, including suspension or discontinuance of all or any part of the Services; and/or (iii) pursue any other remedies as may be provided at law or in equity. In addition to any other rights and remedies SIPmly may have, Customer agrees that if Customer cancels, terminates or breaches this Agreement after execution of the Agreement but prior to the Start of Service Date, except as termination is permitted above, Customer shall pay SIPmly an early termination charge of two (2) months of the anticipated monthly recurring charges or commitment level, along with all nonrecurring charges. Any action outlined herein by SIPmly shall not be construed as an exclusive remedy and shall not waive any SIPmly right to pursue any other remedies. It is agreed that SIPmly damages in the even of Service cancellation or termination shall be difficult or impossible to ascertain. Early termination charges are intended to establish liquidated damages and are not intended as a penalty.

10.  DISCLAIMER OF WARRANTIES. SIPMLY MAKES NO REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUATORY, REGARDING THE SERVICES, SYSTEM EQUIPMENT OR SIPMLY OWNED OR PROVIDED EQUIPMENT USED BY THE CUSTOMER, INCLUDING ANY EQUIPMENT WITH RESPECT TO WHICH TITLE MAY TRANSFER TO CUSTOMER (EXCEPT TO THE EXTENT SET FORTH IN A SEPARATE SIPMLY SALE TRANSFER DOCUMENT). THIS INCLUDES BUT IS NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS OF THE SERVICE OR EQUIPMENT FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF ANY THIRD PARTY RIGHTS.

11.  LIMITATION OF LIABILITY. 1. WITH RESPECT TO CLAIMS OR SUITS BY CUSTOMER, OR ANY OTHERS, FOR DAMAGES RELATING TO OR ARISING OUT OF ACTS OR OMISSIOINS UNDER THIS AGREEMENT AND/OR SERVICES PROVIDED HEREUNDER, SIPMLY's LIABILITY FOR SERVICE INTERRUPTIONS OR SERVICE PROBLEMS, IF ANY, SHALL BE LIMITED TO CREDIT ALLOWANCES AS EXPRESSLY PROVIDED IN APPLICABLE TARIFFS OR AS OTHERWISE SET FORTH IN THESE TERMS AND CONDITIONS. 2. SIPMLY SHALL NOT BE LIABLE FOR ANY LOSSES OR DAMAGES RESULTING FROM: (A) THE DELIVERY, INSTALLATION, MAINTENANCE, OPERATION, USE OR MISUSE OF AN ACCOUNT, EQUIPMENT, OR SERVICE; (B) ANY ACT OR OMISSION OF CUSTOMER, OR ITS END-USERS OR AGENTS, OR ANY OTHER ENTITY FURNISHING EQUIPMENT, PRODUCTS OR SERVICES TO CUSTOMER; OR (C) ANY PERSONAL OR PROPERTY DAMAGES DUE TO THE LOSS OF STORED, TRANSMITTED OR RECORDED DATA RESULTING FROM THE SERVICE OR THE EQUIPMENT, EVEN IF SIPMLY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE ONLY EXCEPTION SHALL BE TO THE EXTENT PROPERTY DAMAGE TO CUSTOMER'S PREMISES IS CAUSED DUE TO SIPMLY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, PROVIDED, HOWEVER, IN NO EVENT THALL SIPMLY LIABILITY FOR DIRECT DAMAGES BE GREATER THAN THE SUM TOTAL OF PAYMENTS MADE BY CUSTOMER TO SIPMLY DURING THE THREE MONTHS IMMEDIATELY PRECEDING THE EVENT FOR WHICH DAMAGES ARE CLAIMED. 3. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, EXEMPLARY, PUNITIVE OR OTHER CONSEQUENTIAL DAMAGES, WHETHER OR NOT FORESEEABLE, INCLUDING, BUT NOT LIMITED T, DAMAGES FOR THE LOSS OF DATA, GOODWILL OR PROFITS, SAVINGS OR REVENUE, OR HARM O BUSINESS, WHETHER UNDER CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR ANY CAUSE WHATSOEVER.

12.  COMPLETE AGREEMENT/ADDITIONAL TERMS. This Agreement, incorporating all the items reference herein, represents the complete agreement of the parties, and supersedes all other agreements whether written or oral. This agreement may be modified only by written agreement executed by authorized parties, changes to the URL sites referenced, changes to tariffs or as otherwise specifically provided herein. Neither Electronic Mail nor Instant Messaging ("IM" shall be considered a "writing" sufficient to change, modify, extend, or otherwise affect the terms of the Agreement. Any modification to the Agreement not authorized by SIPmly shall render the Agreement null and void and subject to immediate termination. This agreement shall be governed by the substantive law of the State of New Jersey without reference to it principles of conflicts of laws, and Customer consents to the jurisdiction and venue of the United States District Court for the District of New Jersey.

13.  BILLING DISPUTES.  Customer agrees that all billed amounts are correct and true unless SIPmly is notified electronically at support@sipmly.com or in writing within thirty (30) days of the disputed charges posting to the Customers account.  Failure to notify SIPmly of such disputes within thirty (30) days forfeits any rights to claims.  All claims made by Customer must include call detail records for any disputed calls or amounts.

THE ADDITIONAL TERMS, AUP AND TARIFFS MAY BE MODIFIED FROM TIME TO TIME AT SIPMLY DISCRETION OR AS REQUIRED BY APPLICABLE LAW. YOU AGREE TO REVIEW SUCH CHANGED ITEMS FROM TIME TO TIME AND BE BOUND BY SUCH CHANGES, AS THEY PERTAIN TO THE PARTICULAR SERVICES YOU CHOOSE NOW OR MAY CHOOSE IN THE FUTURE. UNLESS SUBJECT TO TARIFFS OR THE TERMS AND CONDITIONS POSTED ON THIS WEB PAGE. SIPMLY MAY NOT UNILATERALLY CHANGE THE RATES, FEES OR CHARGES SET FORTH HEREIN WITHOUT CUSTOMER CONSENT. IF CUSTOMER DETERMINES CHANGES TO THE ADDITIONAL TERMS, AUP AND TARIFFS WILL MATERIALY AND DETRIMENTALLY AFFECT CUSTOMER'S SERVICE OR RIGHTS AND ARE NOT MANDATED BY LAW OR REGULATION, CUSTOMER MAY PROVIDE SIPMLY WRITTEN NOTICE OF OBJECTION. CUSTOMER MUST INCLUDE A DETAILED DESCRIPTION OUTLINING HOW THE CHANGE ADVERSELY AFFECTS CUSTOMER'S SERVICE(S). SIPMLY WILL REVIEW SUCH NOTIFICATION AND IF THE PARTIES CANNOT COME TO AN AGREEMENT WITHIN THIRTY (30) DAYS, CUSTOMER MAY TERMINATE SUCH SERVICES WITHOUT INCURRING CHARGES FOR EARLY TERMINATION PROVIDED THAT CUSTOMER'S ACCOUNT IS CURRENT (I.E., NO BALANCE OLDER THAN THIRTY (30) DAYS). IN ANY CASE, THE CHANGES SHALL NOT DIMINISH ANY APPLICABLE SERVICE LEVEL AGREEMENTS ENTERED INTO AT THE START OF THE SERVICE DATE. YOU HEREBY CONSENT TO THE INCORPORATION OF APPLICABLE TARIFFS AND THE ADDITIONAL TERMS INCLUDING, WITHOUT LIMITATION, THE AUP. YOU AGREE THAT ACCEPTANCE OF THIS AGREEMENT CONSTITUTES CONSENT TO THE USE OF ELECTRONIC RECORDS. YOU MAY REQUEST HARD COPIES OF PART OR ALL OF THE TERMS AT ANY TIME BY E-MAILING SUPPORT@SIPMLY.COM. THE OFFERING AND PROVISIONING OF SERVICES IS SUBJECT TO ANY REQUIRED INTERNAL SIPMLY APPROVALS AND ANY REGULATORY COMMISSION REVIEW, APPROVAL AND REQUIREMENTS. IF YOU USE THE SERVICES YOU ARE DEEMED TO HAVE ACCEPTED THE TERMS AND CONDITIONS, INCLUDING, WITHOUT LIMITATION, THE AUP, AND THE APPLICABLE TARIFFS.

Privacy Policy

Your privacy is important to us. It is the policy of SIPmly to respect your privacy regarding any information we may collect. Accordingly, we have developed this privacy policy in order for you to understand how we collect, use, communicate, disclose and otherwise make use of personal information. We have outlined our privacy policy below.

1. We do not share, sell, give or provide by any means your information to any person, company or entity, of any sort, without your consent unless subpoenaed by law enforcement.

2. We will collect personal information by lawful and fair means and, where appropriate, with the knowledge or consent of the individual concerned.

3. Before or at the time of collecting personal information, we will identify the purposes for which information is being collected.

4. We will collect and use personal information solely for fulfilling those purposes specified by us and for those ancillary purposes.

5. Providing information to SIPmly constitutes acknowledgement, understanding, agreement and consent for said information to be used in conjunction with entities relevant and necessary for the purposes specified and/or for the ancillary purposes with regards to the stated purpose for the collection of personal information.

6. By providing your information you agree to be contacted by SIPmly and/or its affiliate entities for the purposes specified in regard to the stated purpose for which you provided the data for. This communication may come in the form of phone, text, email or by any other means available. Data rates may apply. You may opt-out of these communications at that time. Necessary communication with regards to any contest or policy is deemed necessary by law and therefore will remain an open channel of communication for those purposes only, as defined by law.

7. Personal data should be relevant to the purposes for which it is to be used, and, to the extent necessary for those purposes, should be accurate, complete, and up-to-date.

8. We will protect personal information by using reasonable security safeguards against loss or theft, as well as unauthorized access, disclosure, copying, use or modification.

9. We will only retain personal information for as long as necessary for the fulfillment of those purposes.

We are committed to conducting our business in accordance with these principles in order to ensure that the confidentiality of personal information is protected and maintained. SIPmly may change this privacy policy from time to time at SIPmly’s sole discretion.

SIPmly

Terms & Conditions

Acceptable Use Policy

Origination Service Agreement

Termination Service Agreement

Privacy Policy

Permission to Contact

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