1. Grant of Rights to use the Service

1.1 Subject to Your acceptance of and compliance with this Agreement and with the payment requirements for the Services, Multitel grants You a limited, non-exclusive, non-transferable, non-sublicenseable, revocable right and license during the Term of this Agreement in and under our intellectual property rights, to access and use the Services, solely in accordance with the terms and conditions of this Agreement. Unless explicitly stated otherwise, any new features provided by Multitel that augment or enhance the current Services shall also constitute "Services" and shall be subject to these terms and conditions. You may not, nor allow any third party to, copy, distribute, sell, disclose, lend, transfer, convey, modify, decompile, disassemble or reverse engineer the Services for any purpose whatsoever. You may not allow any unauthorized third party to access the Services for any purpose whatsoever. All rights not expressly granted under this Agreement are retained by Multitel.

1.2 You may write a software application or website (an "Application") that interfaces with the Services. You acknowledge that we may change, deprecate or republish APIs for any Service or feature of a Service from time to time, and that it is Your responsibility to ensure that calls or requests You make to or via our Service are compatible with then-current APIs for the Service. Multitel will attempt to inform You of any changes with reasonable notice so You can adjust Your Application, but we are under no obligation to do so.

1.3 You and any Applications that You may build, distribute, or otherwise create may make network calls or requests to the Services, or may receive phone calls via the Service, at any time that the Services are available provided that those requests do not violate the terms of the Acceptable Use Policy or other terms of this Agreement.

1.4 You may not remove, obscure, or alter any notice of any Multitel trademark, service mark or other intellectual property or proprietary right appearing on the Website or contained within the Services.

1.5 Provided that You comply with the terms of this Agreement and our policies and procedures including the Acceptable Use Policy, You may use the Services to execute Applications owned or lawfully obtained by You. You are solely responsible for Your Applications, including any data, text, images or content contained therein.

1.6 You are personally responsible for all traffic originating from Your Applications using Your account credentials to the Services. As such, You should protect Your authentication keys and security credentials. Actions taken using Your credentials shall be deemed to be actions taken by You, with all consequences including service termination, civil and criminal penalties.

1.7 We may make available to You, for Your installation, copying and/or use in connection with the Services, from time to time, a variety of software, data and other content and printed and electronic documentation (the "Multitel Properties"). Subject to Your acceptance of and compliance with this Agreement, ongoing compliance with its terms and conditions with respect to the subject Service, and payment if and as required for Your right to use the subject Service, Multitel hereby grants to You a limited, non-exclusive, non-transferable, non-sublicensable, revocable license during the Term of this Agreement in and under our intellectual property rights in the Multitel Properties, only to install, copy and use the Multitel Properties solely in connection with and as necessary for Your use of such Services, solely in accordance with the terms and conditions of this Agreement.

(a) The Multitel Properties may include, without limitation:

• - The Multitel Website;
• - Multitel APIs
• - Specifications describing the operational and functional capabilities, use limitations, technical and engineering requirements, and testing and performance criteria relevant to the proper use of a Service and its related APIs and technology.

(b) Multitel may make available under another license agreement, such as an open source agreement, additional content or software. Any such content or software will be clearly marked with such a license indicating the usage rights available for that content or software. For such content or software released pursuant to an open license, Multitel encourages You to modify, alter, tamper with, repair and/or create derivative works consistent with such license. Such content or software may include:

• - Developer tools, such as software development kits or sample code, for use in connection with the APIs
• - Articles and documentation for use in connection with the use and implementation of the APIs (collectively, "Documentation").

(c) Except as may be expressly authorized under this Agreement:

- You may not, and may not attempt to, modify, alter, tamper with, repair, or otherwise create derivative works of any software included in the Multitel Properties.

- You may not, and may not attempt to, reverse engineer, disassemble, or decompile the Multitel Properties or the Services or apply any other process or procedure to derive the source code of any software included in the Multitel Properties.

1.8 For purposes of this Agreement, Multitel hereby grants to You a limited, non-exclusive, non-transferable, non-sub-licenseable, revocable license during the Term of this Agreement to display the trade names, trademarks, service marks, logos, domain names of Multitel (each, a "Multitel Mark") for the purpose of promoting or advertising that You use the Services, solely in accordance with the terms and conditions of this Agreement. In return You hereby grant Multitel a limited, non-exclusive, non-transferable, non-sublicenseable license during the Term of this Agreement to display Your trade names, trademarks, service marks, logos, domain names and the like for the purpose of promoting or advertising that You use the Services. In using Multitel Marks, You may not: (i) display a Multitel Mark in any manner that implies a relationship or affiliation with, sponsorship, or endorsement by Multitel; (ii) use Multitel's Marks to disparage Multitel or its products or services; or (iii) display a Multitel Mark on a site that violates any law or regulation. Notwithstanding the above, Multitel may determine in its sole discretion whether its marks may be used in connection with Your Application. Furthermore, we may modify any Multitel Marks provided to You at any time, and upon notice, You will use only the modified Multitel Marks and not the old Multitel Marks. Other than as specified in this Agreement, You may not use any Multitel Mark unless You obtain our prior written consent. All uses of the Multitel Trademarks and goodwill associated therewith shall inure to the benefit of Multitel.

1.9 The rights granted by us in this Agreement with respect to the Multitel Properties, the Multitel Marks and the Services are nonexclusive, and we reserve the right to: (i) act as a developer of products or services related to any of the products that You may develop in connection with the Multitel Properties or via Your use of the Services; and (ii) appoint third parties as developers or systems integrators who may offer products or services which compete with Your Application.

1.10 Subject to our commercially reasonable efforts and so long as Your account remains in good standing, data generated by Your use of the Service such as audio recordings and call log entries will remain available via our API for at least six months from the date such data was generated. Notwithstanding the above and without limitation to Section 7, we shall have no liability whatsoever for any damage, liabilities, losses (including any loss of data or profits) or any other consequences that You may incur with respect to loss of data associated with Your account and data therein.

2. Term, Termination and Suspension

2.1 The term ("Term") of this Agreement will commence once You accept this Agreement as provided above. The Agreement will remain in effect until terminated by You or Multitel in accordance with this Section 2.

2.2 You may terminate this Agreement for any reason or no reason at all, at Your convenience, by closing Your account for any Service for which we provide an account closing mechanism.

2.3 We may suspend Your right and license to use any or all Services or terminate this Agreement in its entirety (and, accordingly, cease providing all Services to You), for any reason or for no reason, at our discretion at any time by providing You five (5) days' advance notice in accordance with the notice provisions set forth in Section 10 below. If Multitel determines that providing advance notice would negatively impact Multitel'ss ability to provide Services, Multitel may suspend Your right and license to use any or all Services or terminate this Agreement in its entirety (and, accordingly, cease providing all Services to You), with no notice.

2.4 We may suspend Your right and license to use the Service or terminate this Agreement in its entirety (and, accordingly, Your right to use the Service), for cause effective as set forth below:

**2.4.1** Immediately upon our notice to You in accordance with the notice provisions set forth in Section 10 below if (i) You violate any provision of the Acceptable Use Policy or we have reason to believe that You have violated the Acceptable Use Policy, (ii) there is an unusual spike or increase in Your use of the Services for which there is reason to believe such traffic or use is fraudulent or negatively impacting the operating capability of the Service; (iii) we determine, in our sole discretion, that our provision of any of the Services to You is prohibited by applicable law, or has become impractical or unfeasible for any legal or regulatory reason; or (iv) subject to applicable law, upon Your liquidation, commencement of dissolution proceedings, disposal of Your assets, failure to continue Your business, assignment for the benefit of creditors, or if You become the subject of a voluntary or involuntary bankruptcy or similar proceeding.

**2.4.2** Immediately and without notice if You are in default of any payment obligation with respect to any of the Services or if any payment mechanism You have provided to us is invalid or charges are refused for such payment mechanism.

**2.4.3** Five (5) days following our provision of notice to You in accordance with the notice provisions set forth in Section 10 below if You breach any other provision of this Agreement and fail, as determined by us, in our sole discretion, to cure such breach within such 5-day period.

2.5 Effect of Suspension or Termination.

**2.5.1** Upon our suspension of Your use of any Services, in whole or in part, for any reason: (i) fees will continue to accrue for any Services that are still in use by You, notwithstanding the suspension; (ii) You remain liable for all fees, charges and any other obligations You have incurred through the date of suspension with respect to the Services; and (iii) all of Your rights with respect to the Services shall be terminated during the period of the suspension.

**2.5.2** Upon termination of this Agreement for any reason: (i) You remain liable for all fees, charges and any other obligations You have incurred through the date of termination with respect to the Services; and (ii) all of Your rights under this Agreement shall immediately terminate , and (iii) Multitel is entitled to recover all due fees, charges and any other obligations you have incurred using any method Multitel finds suitable, including but not limited to : use of a collection agency, trying to bill your previously used payment methods. Multitel reserves the right to sell your debt at its solde discretion.

**2.5.3** Accounts created by users of the same company and terminated due to non payment will be considered as debts belonging to that same company. Any debt accrued by a user within a company can be recovered and will be recovered by Multitel by charging any other user of that same company.  As an example, if your user XYZ from company ABC creates an accounts and defaults on it and then, after his allocated resources and services are being released, if he or another employee of that same company creates another account or uses an already existing account with the purpose of re-purchasing the same or new resources & services from Multitel, Multitel reserves the right to transfer the debt from user XYZ to the newly created account.

2.6 In the event this Agreement expires or is cancelled or terminated for any reason, Sections 6, 7, 8, 9, 10 and 11 and any applicable definitions will survive any such expiration, cancellation or termination.

3. Downtime and Service Suspensions; Security

3.1 In addition to our rights to terminate or suspend Services to You as described in Section 2 above, You acknowledge that: (i) Your access to and use of the Services may be suspended for the duration of any unanticipated or unscheduled downtime or unavailability of any portion or all of the Services for any reason, including as a result of power outages, system failures or other interruptions; and (ii) we shall also be entitled, without any liability to You, to suspend access to any portion or all of the Services at any time, on a Service-wide basis: (a) for scheduled downtime to permit us to conduct maintenance or make modifications to any Service; (b) in the event of a denial of service attack or other attack on the Service or other event that we determine, in our sole discretion, may create a risk to the applicable Service, to You or to any of our other customers if the Service were not suspended; or (c) in the event that we determine that any Service is prohibited by applicable law or we otherwise determine that it is necessary or prudent to do so for legal or regulatory reasons (collectively, "Service Suspensions"). Without limitation to Section 7, we shall have no liability whatsoever for any damage, liabilities, losses (including any loss of data or profits) or any other consequences that You may incur as a result of any Service Suspension. To the extent we are able, we will endeavor to provide You notice of any Service Suspension in accordance with the notice provisions set forth in Section 10 below and to post updates regarding resumption of Services following any such suspension, but shall have no liability for the manner in which we may do so or if we fail to do so.

3.2 We strive to keep information You provide to us secure, but cannot guarantee that we will be successful at doing so. Accordingly, without limitation to Section 7 below, You acknowledge that You bear sole responsibility for adequate security, protection and backup of Your content including all audio recordings associated with Your account. We strongly encourage You, where available and appropriate, to use encryption technology to protect Your content from unauthorized access and to routinely archive Your content. We will have no liability to You for any unauthorized access or use, corruption, deletion, destruction or loss of any of Your content.

4. Fees

4.1 In its sole discretion, Multitel shall determine whether You are eligible for a free trial subscription to its Services, which terms of the free trial are set forth here. Free trials are limited to one per person, and if we find that You have created multiple free trial accounts, we reserve the right to suspend those accounts and take actions to prevent additional violations.

4.2 To the extent the Services or any portion thereof are made available for any fee, You agree to pay all applicable fees (including any minimum subscription fees) as set forth here. You agree to pay any carrier costs, such as fees for porting Your existing telephone numbers into or out of the Services. We may increase or add new fees for any existing Service or Service feature by giving You 30 days' advance notice. All fees payable by You are exclusive of applicable taxes and duties, including, without limitation, VAT and applicable sales tax. You will provide such information to us as reasonably required to determine whether we are obligated to collect VAT from You. You are responsible for any charges imposed on Multitel by a carrier related to government fees for telecommunications, including but not limited to, Universal Service Fund fees, if applicable.

4.3 We may specify the manner in which You will pay any fees, and any such payment shall be subject to our general accounts receivable policies from time to time in effect. All amounts payable by You under this Agreement will be made without setoff or counterclaim and without deduction or withholding. If any deduction or withholding is required by applicable law, You shall notify us and shall pay such additional amounts to us as necessary to ensure that the net amount that we receive, after such deduction and withholding, equals the amount we would have received if no such deduction or withholding had been required. Additionally, You shall provide us with documentation that the withholding and deducted amounts have been paid to the relevant taxing authority.

4.4 Should You have any dispute as to fees associated with Your account, please contact us at [email protected] within 30 days of the date of the activity that generated such dispute, and we will attempt to resolve the matter. Any and all refunds issued to resolve such a dispute shall be issued as credits to Your account, but in no event shall there be any cash refunds related to fees. Disputes older than 30 days shall not be entitled to any refunds or credits.

5. Intellectual Property

5.1 Other than the limited use and access rights and licenses expressly set forth in this Agreement, we reserve all right, title and interest (including all intellectual property and proprietary rights) in and to: (i) the Services; (ii) the Multitel Properties; (iii) the Multitel Marks; and (iv) any other technology and software that we provide or use to provide the Services and the Multitel Properties. You do not, by virtue of this Agreement or otherwise, acquire any ownership interest or rights in the Services, the Multitel Properties, the Multitel Marks, or such other technology and software, except for the limited use and access rights described in this Agreement.

5.2 Multitel may, at its discretion, offer certain Software Development Kits, tools, application samples, or documentation under an open source license. Any such products will be marked with copyright details, and those copyrights will apply to those and only those documents. Multitel reserves all rights to any documents, tools, services, technologies and the like not designated with an open license.

5.3 Other than the rights and interests expressly set forth in this Agreement and excluding any and all works derived from Multitel Properties, You reserve all right, title and interest (including all intellectual property and proprietary rights) in and to: (i) content and data You may send to us or use as part of Your use of any Services ("Your Content"); and (ii) Your Applications.

5.4 In the event You elect, in connection with any of the Services, to communicate to us suggestions for improvements to the Services, the Multitel Properties or the Multitel Marks (collectively, "Feedback"), we shall own all right, title, and interest in and to the same, even if You have designated the Feedback as confidential, and we shall be entitled to use the Feedback without restriction. Furthermore, any other content or information You post or provide to Multitel via comments, forums, emails and the like (collectively, "Communications") shall be considered the property of "Multitel". You hereby irrevocably assign all right, title and interest in and to the Feedback and Communications to us and agree to provide us such assistance as we may require to document, perfect, and maintain our rights to the Feedback and Communications.

5.5 During and after the Term of the Agreement, with respect to any of the Services that You elect to use, You will not assert, nor will You authorize, assist, or encourage any third party to assert, against us or any of our customers, end users, vendors, business partners (including third party sellers on websites operated by or on behalf of us), sub-licensees or transferees, any patent infringement or other intellectual property infringement claim with respect to such Services.

6. Credits and balance policy

6.1 For the duration of your account with MultiTEL, we will attempt to keep your services active. Therefore, please note that we will direct any payment from you, firstly to pay negative balances. You understand that all negative balances are immediately due, and use the service with the acceptation that any call below negative balance does not mean that the calls are not due. We reserve the right to automatically or manually suspend any negative account, or any account that does not have a maintain a minimum of $5USD balance. We maintain a low balance threshold on all accounts that is set at $5USD. Any dip (caused by phone calls, service charges, monthly charges or due to any billable event) of your balance below the $5USD threshold will trigger an automated credit card or paypal account debit (whichever payment method you have on file). If your payment method in file fails the debit, our system will automatically notify you of the situation.  Please note that the threshold mentioned above is not set automatically but rather set on your first manual add balance operation. The amount to be added will be set to whatever amount you last charged your credit card / paypal account.

6.2 For the purpose of minimizing payment fees, we have a strict policy regarding minimum payments. Any payment done through our website will be of minimum $10. Any payment done via offline methods of payment (Wire Transfer, Western Union, Check, etc), will be of minimum $300.

Updated November 2015