Numberline Terms of Service

These Terms of Service (the "Terms") are a binding agreement between Numberline Inc. ("Numberline," "we," "us," or "our") and the person or entity that creates, purchases, administers, or uses a Numberline account ("Customer," "you," or "your"). These Terms govern Numberline's websites, applications, business telephone numbers, calling, call routing, voicemail, text messaging, integrations, and related services (collectively, the "Service").

By creating an account, clicking to accept these Terms, signing an order form that references them, or using the Service, you agree to these Terms. If you use the Service for an organization, you represent that you have authority to bind that organization, and "Customer" means that organization. If you do not agree, do not use the Service.

The Service is offered for business use, not personal, family, or household use. You must be at least 18 years old and legally able to enter into this agreement. The section titled "Text Messaging Program for Message Recipients" also applies to any person who sends a text message to a Numberline number.

1. Definitions

Authorized User means an employee, contractor, agent, or other individual whom Customer permits to access the Service.

Carrier Requirements means applicable requirements, policies, codes of conduct, registration rules, technical standards, and guidance of telecommunications carriers, aggregators, numbering administrators, messaging registries, app stores, and other providers involved in delivering the Service.

Customer Communications means calls, call audio, call recordings, call metadata, text and multimedia messages, voicemail, transcripts, contact information, greetings, routing instructions, and other communications or content transmitted, stored, or processed through the Service for Customer.

End User means a person who calls, texts, or otherwise communicates with Customer through the Service.

Order means an online checkout, order form, or other written ordering document accepted by Numberline that identifies a plan, subscription term, pricing, or additional terms.

2. The Service

Numberline provides a business phone system that may allow Customer to obtain or port one or more telephone numbers; configure greetings, menus, extensions, forwarding destinations, business hours, and voicemail; receive and place calls; exchange customer-initiated text messages; view communications in a shared inbox; and connect supported third-party services.

Features, limits, availability, and pricing depend on the plan and location. We may add, modify, replace, limit, or discontinue features. We will provide reasonable advance notice when a material reduction to a paid core feature will take effect during a current subscription term, unless an immediate change is required for security, legal compliance, carrier compliance, fraud prevention, or a third-party provider change.

Features identified as beta, preview, early access, experimental, or similar are provided for evaluation, may change or end at any time, and may be subject to additional terms. Beta features are provided without service commitments and should not be used for critical operations.

The Service is currently intended for businesses established in the United States and for supported U.S. telephone numbers, unless Numberline approves another use in writing.

3. Accounts, Administrators, and Security

You must provide accurate, complete, and current account, business, billing, and verification information. You must promptly update that information if it changes.

Customer is responsible for:

• selecting its account administrator and managing Authorized Users, roles, permissions, extensions, forwarding destinations, and integrations;
• ensuring that each Authorized User uses unique credentials and that credentials are kept confidential;
• using multifactor authentication when offered and maintaining reasonable security practices;
• all activity and charges under its account, including activity caused by compromised credentials, insecure integrations, or unauthorized forwarding destinations, except to the extent caused solely by Numberline's breach of these Terms; and
• promptly notifying support@numberline.com of suspected unauthorized access, toll fraud, credential compromise, or other security incidents.

An account administrator may access, export, disclose, restrict, or delete information in the account and may remove an Authorized User without notice to that user. Numberline may rely on instructions from the account administrator and is not responsible for internal disputes about account ownership or authority. We may require documentation to resolve such disputes and may suspend access while a dispute is pending.

You may not share credentials among people, create accounts using false identities, or permit anyone whose access has been suspended or terminated to use the Service through another account.

4. Business Verification and Carrier Registration

Telecommunications providers and carriers may require verification or registration before a number or feature can be activated or messages can be delivered. You must provide all reasonably requested information, which may include legal business name, entity type, tax identification number, business address, website, industry, authorized representative information, messaging use case, sample messages, consent method, and supporting documents.

You authorize Numberline to submit and disclose that information to carriers, telecommunications providers, messaging registries, numbering administrators, verification vendors, and governmental authorities as reasonably necessary to provide the Service or comply with law and Carrier Requirements.

You represent that all verification information is accurate and that you are authorized to provide it. Approval, registration, throughput, caller-name display, and deliverability are controlled in whole or in part by third parties and are not guaranteed. We may delay activation, restrict traffic, require additional information, or suspend or terminate a number or account if verification is incomplete, rejected, expired, inaccurate, or inconsistent with actual use.

5. Fees, Billing, Automatic Renewal, and Taxes

5.1 Charges

You agree to pay all subscription fees, usage charges, overages, telephone-number charges, international or premium-destination charges, carrier surcharges, registration fees, taxes, and other amounts shown at checkout, in an Order, or in the Service. Usage charges may be measured using carrier records, which will control absent clear error. Fees are stated in U.S. dollars unless otherwise shown.

You authorize Numberline and its payment processor to charge your selected payment method for all amounts due. You must keep valid payment information on file. We may suspend the Service for failed or reversed payments, chargebacks, suspected fraud, or overdue amounts.

5.2 Automatic Renewal and Cancellation

Paid subscriptions automatically renew for successive periods equal to the initial subscription period unless you cancel before the renewal date. By purchasing a subscription, you expressly authorize recurring charges at the disclosed price and frequency, including applicable taxes and usage charges.

For subscriptions purchased online, an online cancellation method will be available through the account. Cancellation takes effect at the end of the then-current paid subscription period unless the Service states otherwise. Deleting an application, removing a payment method, stopping use, or porting a number does not by itself cancel the subscription.

We will provide renewal, trial-expiration, and price-change notices required by applicable law. Any free or discounted trial will convert to a paid subscription only as disclosed when you enroll and only after any consent required by law.

5.3 Price Changes; Refunds; Billing Disputes

We may change prices on at least 30 days' advance notice, with the change taking effect at the next renewal occurring after the notice period, unless a shorter period is required by a carrier, tax authority, or law. Carrier, regulatory, and usage-based charges may change when the underlying charge changes.

Except as required by law or expressly stated in an Order, fees are nonrefundable and unused service, credits, minutes, or messages do not roll over or have cash value. You must notify billing@numberline.com of a good-faith billing dispute within 30 days after the charge first appears. Undisputed amounts remain due.

5.4 Taxes and Collection

Fees exclude sales, use, excise, telecommunications, universal service, regulatory, and similar taxes or assessments unless stated otherwise. You are responsible for those amounts, other than taxes based on Numberline's net income. We may recover reasonable collection costs and charge the maximum lawful interest on overdue amounts.

6. Telephone Numbers, Porting, Caller ID, and Spam Labeling

6.1 Assignment and Use

Telephone numbers are assigned or made available for use; they are not sold to Customer and Customer does not acquire ownership rights in them. Your right to use a Numberline-provided number continues only while your account is active, paid, verified, compliant, and the number remains available from the applicable provider.

Number availability is not guaranteed. We may change, replace, suspend, or withdraw a number when reasonably necessary because of law, Carrier Requirements, fraud or abuse, numbering changes, provider action, technical necessity, or a threat to the Service. We will provide advance notice when reasonably practicable.

6.2 Porting In and Out

For a port-in request, you authorize Numberline and its providers to act on your behalf and submit a letter of authorization and related information to the losing provider. You must provide accurate records, maintain the existing service until the port completes, and pay all applicable charges. Porting dates and outcomes are controlled by carriers and are not guaranteed.

You may request to port an eligible number out while the account is active and in good standing, subject to applicable law and Carrier Requirements. You should complete the port before canceling the account. You remain responsible for all charges through completion. Numberline will not intentionally impose an unreasonable barrier to a lawful port-out, but may require identity, authority, account, and fraud verification.

After termination or cancellation, we may release or reassign a number at any time unless applicable law requires otherwise. We may, but are not obligated to, attempt to preserve a number for a limited period. Once released, a number may be impossible to recover. Numbers associated with fraud, abuse, nonpayment, or a carrier directive may be released immediately.

6.3 Caller ID and Labeling

Caller ID name, number display, reputation, spam or scam labels, blocking, and call completion are determined by carriers, devices, databases, and recipients outside Numberline's control. We may submit accurate information or assist with remediation, but we do not guarantee how a call is displayed or labeled. You may not transmit misleading or unauthorized caller identification information.

7. Calling, Routing, and Forwarding

You may configure the Service to route communications to telephone numbers, email addresses, users, devices, webhooks, or integrations that you control or are authorized to use. You are responsible for obtaining any permission required to forward or disclose communications to those destinations and for removing destinations promptly when authorization ends.

The Service may depend on internet access, mobile networks, local power, devices, carrier interconnection, and third-party systems. Calls may fail, be delayed, be blocked, be mislabeled, or have reduced quality. The Service is not a replacement for every function of a traditional landline or native mobile service.

You are responsible for preventing toll fraud and unauthorized calling. We may apply spend limits, destination blocks, rate limits, or fraud controls, but those measures are not guaranteed to prevent loss. International, premium-rate, high-cost, or high-risk destinations may be blocked or require approval.

8. Emergency Calling and E911

8.1 E911 Service

Numberline supports 911 and Enhanced 911 ("E911") calling for U.S. voice service where required and supported. Before Numberline enables outbound calling for an Authorized User, device, endpoint, or telephone number for which an emergency location is required, Customer must provide a valid physical location for emergency purposes (the "Emergency Location"). Numberline or its telecommunications provider may validate and register that location before outbound calling is enabled.

When a user dials 911 through a Numberline calling feature that supports outbound calling, Numberline and its telecommunications providers will route the call to the appropriate public safety answering point, emergency authority, or emergency call center as required or permitted by applicable law and will provide the callback number and location information available for that call. Users do not need to dial a prefix or access code before 911. Where supported, 933 may be used to test the registered emergency-calling information without placing a live 911 call. Do not place a live 911 call merely to test the Service.

8.2 Emergency Location

Customer must provide complete and accurate Emergency Location information and keep it current for every Authorized User, device, endpoint, or number as required by the Service. An Emergency Location must identify the caller's actual physical location with enough detail for emergency responders to locate the caller, including suite, unit, floor, or similar information when applicable. A billing address, mailing address, virtual office, registered-agent address, or the geographic area associated with a telephone number is not sufficient unless it is also the caller's actual physical location.

Numberline will provide one or more methods for updating an Emergency Location. Customer and Authorized Users must update the Emergency Location whenever the Service is moved or used from a different physical location and must respond accurately to any location confirmation or update prompt. For non-fixed or nomadic use, Numberline may use device, application, network, IP, location-service, or other available information to determine that the Service may be in use from a location different from the registered Emergency Location and may require confirmation or an update before or during use. Customer authorizes that processing for emergency-calling purposes.

If Numberline cannot obtain or confirm the caller's current location, an emergency call may be routed to an emergency call center or handled using other procedures permitted by law. This can delay connection to the emergency authority. The caller should be prepared to state the caller's name, callback number, and exact physical location.

8.3 How Numberline 911 Can Differ From Traditional 911

Customer understands that internet-based emergency calling may differ from 911 service provided by a traditional landline or native cellular service. 911 or E911 calling through Numberline may be unavailable, limited, delayed, or misrouted if, for example:

• the internet or broadband connection fails or is degraded;
• electrical power is unavailable to the device, router, modem, network, or other required equipment;
• the Numberline Service, device, operating system, application, carrier network, telecommunications provider, or other dependency is unavailable or malfunctioning;
• the user is signed out, lacks network access, has disabled required permissions, or cannot access the Numberline calling feature;
• Customer or an Authorized User has not provided, confirmed, or updated an accurate Emergency Location;
• the Service is being used from a location different from the Emergency Location on file;
• a telephone number is non-native to the caller's current geographic area;
• emergency-location databases have not yet completed an update; or
• an emergency authority or other third party is unable to receive or process the information transmitted.

Because Numberline depends on internet connectivity, devices, power, telecommunications providers, and emergency networks that Numberline does not fully control, Customer should maintain an alternative means of reaching emergency services, such as native cellular service, whenever reasonably possible. In an emergency, if Numberline 911 does not connect promptly, use another available method to contact emergency services.

8.4 Subscriber Notice and Acknowledgment

Before activation of applicable voice service, Numberline requires Customer or an Authorized User to affirmatively acknowledge a conspicuous emergency-calling advisory. Customer agrees that electronic acknowledgement is valid and authorizes Numberline to retain a record of the acknowledgement. Customer must ensure that its Authorized Users are informed that Numberline's 911 service may differ from traditional 911 service and of the circumstances in which it may be unavailable or limited. Customer and Authorized Users may not remove, bypass, obscure, or interfere with emergency-calling notices, warnings, location prompts, or controls presented by Numberline.

8.5 Customer Responsibilities

Customer is responsible for ensuring that each Authorized User understands how to place a 911 call through the Service, knows the Emergency Location associated with the user's calling endpoint, and keeps that location current. Customer must not knowingly provide false emergency-location information or place false, fraudulent, harassing, or non-emergency calls to 911.

Unless Numberline expressly agrees otherwise in writing, the Service is not designed or approved for use as an alarm line, elevator telephone, medical-alert device, emergency dispatch system, fire panel, security system, or other dedicated life-safety system.

Nothing in these Terms is intended to waive or limit any obligation or right relating to 911 or E911 service that cannot lawfully be waived or limited.

9. Text Messaging Program for Message Recipients

Numberline's text messaging feature is for conversational, customer-initiated communications. A business publishes its Numberline number on its website, invoices, email signature, business listing, or similar location. A person starts the conversation by sending a text message to that number. The business may then reply about the same inquiry or transaction.

By sending a text message to a business's Numberline number, the sender requests and consents to receive one or more conversational replies from that business about the subject of the sender's message. That consent does not authorize unrelated marketing or recurring promotional messages and is not a condition of purchasing anything.

Numberline does not offer cold-outreach, marketing, promotional, or bulk text messaging. A Customer may not initiate a text message to a person who has not first messaged the applicable Numberline number, even if a technical workaround, integration, import, or error could appear to permit it.

Message frequency varies based on the conversation. There is no scheduled or recurring message cadence. Message and data rates may apply under the recipient's mobile plan. Participating carriers are not responsible for delayed or undelivered messages.

The business's first reply may identify the business and include compliance language. Numberline may automatically add sender-identification, opt-out, or other required disclosures, and Customer may not remove, obscure, or evade them.

A recipient may reply STOP to end messages from that business number. A clear opt-out request must be honored even if it uses different reasonable language. Numberline or the business may send one confirmation that the opt-out was processed. No further messages may be sent from that business number unless the recipient later initiates a new conversation or otherwise provides valid consent. Reply HELP for help or contact the business using the contact information it provides. For platform support, contact support@numberline.com.

If a recipient believes a message was sent to the wrong number, the recipient should reply STOP and the Customer must treat the number as opted out.

10. Customer Communications Compliance

Customer, not Numberline, determines the recipients, purpose, timing, content, routing, recording, and use of Customer Communications and is the caller or sender for purposes of applicable communications laws except where the law expressly provides otherwise.

Customer must:

• comply with the Telephone Consumer Protection Act, telemarketing and do-not-call rules, call-recording and wiretap laws, privacy and data-protection laws, consumer-protection laws, accessibility obligations, sanctions laws, and all other laws applicable to its communications and business;
• comply with Carrier Requirements and any service-specific rules shown in the Service;
• obtain and retain legally sufficient consent for every communication that requires consent, including proof of who consented, to which sender, for what subject, how, and when;
• honor opt-out, revocation, do-not-call, and suppression requests promptly and in every reasonable form required by law or Carrier Requirements;
• identify itself accurately and avoid misleading caller ID, sender identity, subject lines, routing, or content;
• publish and maintain its own accurate privacy notice, messaging disclosure, and any notices required for its business, and not represent that Numberline's Privacy Policy replaces Customer's obligations to End Users;
• use Customer Communications only for purposes the End User would reasonably expect from the interaction and any valid consent;
• ensure that its Authorized Users, contractors, answering services, and integrations comply with these Terms; and
• provide consent records, campaign information, complaint information, and other evidence reasonably requested by Numberline or a carrier.

An inbound message permits a responsive conversational exchange about that inquiry; it does not by itself authorize ongoing recurring, unrelated, or promotional messaging. If Customer wants to send any message outside the original exchange, Customer must obtain any additional consent required by law and Carrier Requirements. Numberline may prohibit such messaging even if Customer has consent.

11. Call Recording, Transcription, and AI-Enabled Features

Customer is solely responsible for determining whether calls may be recorded, monitored, transcribed, analyzed, or sent to an automated or third-party service and for providing all notices and obtaining all consents required in every applicable jurisdiction. A Numberline-provided announcement, setting, or prompt does not guarantee legal compliance.

Voicemail, transcription, summaries, caller identification, spam detection, automated routing, and AI-generated or AI-assisted output may be incomplete, delayed, or inaccurate. Customer must independently review important information and must not rely on those features for emergency, medical, legal, financial, safety-critical, or other high-risk decisions.

If Customer enables a third-party AI answering service, transcription provider, application, webhook, Slack, WhatsApp, or other integration, Customer instructs Numberline to disclose and transmit the selected information to that provider. The provider's own terms and privacy practices apply. Numberline does not control and is not responsible for a third party's acts, omissions, output, security, availability, or use of information.

12. Regulated and Highly Sensitive Data

Unless Numberline expressly agrees in writing and, where applicable, signs a required agreement, Customer may not use the Service to create, receive, maintain, or transmit:

• protected health information subject to HIPAA;
• full payment-card numbers, card verification values, PINs, online-banking credentials, or other payment authentication data;
• Social Security numbers, government identification numbers, account passwords, authentication secrets, or private cryptographic keys; or
• information whose processing would subject Numberline to specialized legal or regulatory obligations not supported by Customer's plan or written agreement.

A statement that a plan is "HIPAA eligible" does not create a business associate relationship. HIPAA use is permitted only after Numberline and Customer execute a Business Associate Agreement and Numberline confirms the covered features. Customer is responsible for determining whether the Service and any integration are appropriate for its regulatory obligations.

13. Acceptable Use

Customer and its Authorized Users may not use the Service to engage in, facilitate, encourage, or conceal conduct that is unlawful, deceptive, abusive, harmful, unwanted, or contrary to Carrier Requirements. Prohibited conduct includes:

• fraud, scams, phishing, spoofing, impersonation, deceptive marketing, or false sender identity;
• harassment, threats, stalking, hate, discrimination, exploitation, nonconsensual intimate content, child sexual abuse material, or content that promotes violence or self-harm;
• infringement or misappropriation of intellectual property, privacy, publicity, confidentiality, or other rights;
• unsolicited or unwanted bulk communications, purchased or rented contact lists, third-party lead generation, spam, or communications designed to generate excessive complaints;
• marketing, promotional, recurring, or cold-outreach text messaging through Numberline;
• evading filters, registration, opt-outs, rate limits, or carrier controls, including snowshoeing, number cycling, URL cycling, intentional misspellings, dynamic routing to evade detection, or shared-number schemes;
• simulated phishing or security testing through telecommunications networks;
• transmitting malware, harmful code, denial-of-service traffic, or content intended to compromise devices, networks, accounts, or people;
• unauthorized access, probing, scraping, reverse engineering, decompiling, copying, benchmarking for a competing service, or circumventing Service restrictions;
• reselling, sublicensing, time-sharing, white-labeling, or providing the Service to third parties without Numberline's written authorization;
• using a number or caller ID you do not control or have authority to use;
• knowingly placing false, fraudulent, harassing, or non-emergency calls to 911, or using the Service for alarms, elevator phones, medical alerts, fire panels, security systems, or other dedicated life-safety systems unless Numberline has expressly approved that use in writing; or
• activity that threatens Numberline, its providers, carriers, networks, reputation, or other customers.

Messaging use cases may also be prohibited or restricted based on the number type, carrier, jurisdiction, or provider. Restricted categories commonly include high-risk financial services, payday or short-term loans, third-party debt collection or relief, credit repair, get-rich-quick or risky investment schemes, certain cryptocurrency uses, gambling or sweepstakes, controlled substances or federally illegal drugs, cannabis or CBD where prohibited, tobacco or vaping, adult content, hate, phishing, fraud, deceptive marketing, firearms or other weapons where prohibited, and fireworks. The list is not exhaustive and may change without notice as Carrier Requirements change.

14. Compliance Review, Filtering, and Enforcement

To provide and protect the Service, comply with law and Carrier Requirements, investigate abuse, respond to complaints, and prevent fraud or security incidents, Numberline and its providers may use automated systems and limited human review to analyze traffic patterns, metadata, account information, and, when reasonably necessary, communication content. We may block, filter, quarantine, delay, rate-limit, reroute, or refuse communications.

We may require remediation, additional verification, proof of consent, or changes to Customer's use. We may disclose information to carriers, providers, registries, regulators, law enforcement, affected persons, or others when reasonably necessary to investigate, prevent, or address suspected violations or as required by law.

Customer is responsible for carrier, provider, governmental, and third-party fees, fines, penalties, chargebacks, investigation costs, or remediation costs attributable to Customer's conduct, content, users, or failure to comply. We may charge or deduct those amounts from Customer's account after providing reasonable supporting information, subject to applicable law.

15. Customer Content and Data Rights

As between Customer and Numberline, Customer retains its rights in Customer Communications and other content it submits to the Service. Customer grants Numberline and its providers a worldwide, nonexclusive, limited license to host, copy, transmit, route, store, display, modify for formatting or delivery, transcribe, and otherwise process that content only as reasonably necessary to provide, secure, support, improve, and comply with law for the Service and as described in the Privacy Policy.

Customer represents that it has all rights and permissions necessary for Numberline to process Customer Communications and configured destinations as contemplated by these Terms.

Numberline may create and use aggregate or deidentified information that does not reasonably identify Customer or an individual for analytics, capacity planning, security, fraud prevention, benchmarking, and improvement of the Service. Numberline will not attempt to reidentify deidentified information except to test deidentification or as required by law.

16. Privacy and Data Protection

The Numberline Privacy Policy describes how Numberline handles personal information and is incorporated into these Terms.

For Customer Communications and personal information that Numberline processes on Customer's documented instructions to provide the Service, Customer generally determines the purposes and means of processing and Numberline acts as Customer's processor or service provider, as those terms are defined by applicable law. Customer is responsible for its legal basis, notices, consent, instructions, data-subject requests, and use of the resulting information.

For account administration, billing, business verification, fraud and abuse prevention, service security, legal compliance, and Numberline's own business operations, Numberline may act as an independent controller or business.

If Numberline and Customer execute a data processing addendum, Business Associate Agreement, Order, or other service-specific agreement, that document controls only to the extent of a direct conflict on its subject matter.

17. Third-Party Services and Integrations

The Service may interoperate with third-party services, applications, networks, devices, app stores, and providers. Their terms, privacy policies, limits, availability, and fees apply separately. Customer is responsible for reviewing and complying with them.

Numberline may modify or discontinue an integration if a provider changes or ends access, imposes new requirements, or creates legal, security, operational, or economic risk. Numberline is not responsible for third-party services, for information after it leaves Numberline at Customer's direction, or for a third party's changes, outages, acts, or omissions.

18. Numberline Intellectual Property and License

Numberline and its licensors own the Service, software, documentation, designs, trademarks, and all related intellectual property, excluding Customer Content. Subject to these Terms and payment of fees, Numberline grants Customer a limited, nonexclusive, nontransferable, revocable right during the subscription term to access and use the Service for Customer's internal business purposes.

No rights are granted except as expressly stated. Customer may not copy, modify, distribute, sell, lease, sublicense, create derivative works from, reverse engineer, or remove proprietary notices from the Service except to the limited extent a restriction is prohibited by law.

If Customer provides suggestions, ideas, or feedback, Customer grants Numberline a perpetual, irrevocable, worldwide, royalty-free right to use and incorporate it without restriction or obligation, provided Numberline does not identify Customer publicly without permission.

19. Confidentiality

Each party may receive nonpublic information that the disclosing party reasonably considers confidential. The receiving party will use that information only to perform or exercise rights under this agreement and will protect it using at least reasonable care. Confidential information does not include information that the receiving party can document was lawfully known without restriction, becomes public without breach, is received lawfully from another source, or is independently developed without use of the confidential information.

A receiving party may disclose confidential information to personnel, contractors, advisers, and providers who need it and are bound by confidentiality obligations, or when required by law. When legally permitted, the receiving party will provide reasonable advance notice and assistance to seek protective treatment.

Customer Communications are Customer's confidential information, subject to the processing and disclosure permitted by these Terms and the Privacy Policy.

20. Suspension and Restriction

Numberline may immediately suspend, restrict, disable, quarantine, or remove any account, number, feature, integration, or communication when reasonably necessary because of:

• nonpayment, chargebacks, suspected fraud, toll fraud, or unusual traffic;
• a security incident or risk to the Service, Customer, an End User, or a third party;
• incomplete, inaccurate, rejected, or expired verification;
• a violation or suspected violation of these Terms, law, or Carrier Requirements;
• a carrier, provider, registry, regulator, court, or governmental directive;
• excessive complaints, opt-outs, failed messages, blocked calls, or reputation harm;
• Customer's insolvency or cessation of business; or
• a need to prevent material harm or legal exposure.

We will provide notice and an opportunity to cure when reasonably practicable, but may act without prior notice when delay could increase harm, violate a requirement, or impair an investigation. Suspension does not relieve Customer of payment obligations and does not guarantee that a number, message history, or other data can be preserved.

21. Termination and Effect of Termination

Customer may cancel as described in Section 5. Numberline may terminate these Terms or an affected Order immediately for material breach that is not cured within 10 days after notice, or immediately without a cure period for fraud, illegality, abuse, security risk, repeated violations, carrier or governmental direction, or conduct that cannot reasonably be cured. Numberline may terminate a free Service at any time and may elect not to renew a paid Service by providing reasonable notice before the next renewal.

Upon termination or expiration:

• Customer's right to use the Service ends;
• unpaid fees and charges become immediately due;
• calls, messages, integrations, forwarding, and access may stop;
• Customer should have exported any information it needs before the effective date;
• telephone numbers may be released as described in Section 6; and
• Numberline may delete or deidentify information under the Privacy Policy, subject to legal holds, backup cycles, fraud prevention, billing, carrier, and legal obligations.

Sections that by their nature should survive termination will survive, including payment obligations, intellectual property, confidentiality, disclaimers, indemnification, limitations of liability, dispute resolution, and general terms.

22. Disclaimers

Customer is responsible for evaluating the Service, maintaining independent backups and alternative communication methods, and implementing business-continuity and emergency procedures appropriate to its operations.

23. Indemnification

Customer will defend, indemnify, and hold harmless Numberline, its affiliates, providers, and their respective officers, directors, employees, contractors, and agents from and against any third-party claim, demand, investigation, fine, penalty, loss, judgment, settlement, damage, cost, or expense, including reasonable attorneys' fees, arising out of or relating to:

• Customer's or an Authorized User's use of the Service;
• Customer Communications, configured destinations, or integrations;
• alleged or actual violation of law, Carrier Requirements, consent, opt-out, do-not-call, privacy, recording, or data-protection obligations;
• Customer's business, products, services, representations, or interactions with End Users;
• infringement, misappropriation, or violation of another person's rights by Customer Content; or
• fraud, abuse, negligence, willful misconduct, or breach of these Terms by Customer or its Authorized Users.

Numberline will give Customer prompt notice of a covered claim, allow Customer to control the defense with counsel reasonably acceptable to Numberline, and provide reasonable cooperation at Customer's expense. Customer may not settle a claim in a manner that admits fault by, imposes obligations on, or fails to fully release Numberline without Numberline's written consent. Numberline may participate with its own counsel at its own expense.

24. Limitation of Liability

The limitations apply regardless of the legal theory and even if a remedy fails of its essential purpose. They do not limit liability that cannot lawfully be excluded or limited. Customer's payment obligations, indemnification obligations, and liability for misuse of Numberline's intellectual property are not limited by this Section.

To the extent permitted by law, no claim arising from the Service or these Terms may be brought more than one year after the claim accrued.

25. Dispute Resolution; Arbitration; Class and Jury Waivers

25.1 Informal Resolution

Before filing a claim, a party must send a written notice describing the dispute and requested relief. Notices to Numberline must be sent to legal@numberline.com and to the mailing address in Section 28. The parties will attempt in good faith to resolve the dispute for 30 days after receipt.

25.2 Binding Arbitration

Except for the exclusions below, any dispute arising out of or relating to these Terms or the Service that is not resolved informally will be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules by one arbitrator. The Federal Arbitration Act governs this Section. Arbitration may occur by video conference unless the arbitrator requires an in-person hearing. Any in-person hearing will take place in Wilmington, Delaware, unless the parties agree otherwise. The arbitration will be conducted in English. Judgment on the award may be entered in any court with jurisdiction.

Either party may bring an individual action in small claims court if eligible. Either party may seek temporary or injunctive relief in court to protect intellectual property, confidential information, account security, or the integrity of the Service while arbitration is pending.

25.3 Class and Jury Waivers

25.4 Arbitration Opt-Out

Customer may opt out of arbitration by emailing legal@numberline.com within 30 days after first accepting these Terms. The notice must identify Customer's legal name, account administrator email, and state that Customer opts out of arbitration. Opting out does not affect any other provision.

If a dispute is not subject to arbitration, each party consents to the exclusive jurisdiction and venue of the state and federal courts located in New Castle County, Delaware, and waives objections based on inconvenient forum.

26. Export Controls and Sanctions

Customer may not access or use the Service in violation of U.S. export-control or sanctions laws. Customer represents that it is not located in, organized under the laws of, or ordinarily resident in a comprehensively sanctioned jurisdiction; is not a prohibited or restricted party; and will not permit access by such a person. Customer may not use the Service for prohibited nuclear, chemical, biological, missile, military-intelligence, or other restricted end uses.

27. Changes to These Terms

We may update these Terms. For material changes, we will provide reasonable advance notice by email, through the Service, or by posting a notice, unless an earlier effective date is required for law, security, fraud prevention, Carrier Requirements, or a third-party provider change. The updated Terms will state their effective date.

Continued use after the effective date constitutes acceptance. If Customer does not agree to a material change, Customer must stop using and cancel the Service before the change takes effect. Changes do not retroactively alter a dispute that arose before the effective date unless required by law or agreed in writing.

28. Notices and Contact Information

Numberline may send operational and legal notices to the account email, through the Service, or by posting them on its website. Customer notices must be sent to the applicable address below and are effective when received.

Numberline Inc.
Attn: Legal
5940 S Rainbow Blvd, 400-38077, Las Vegas, NV 89118
Email: legal@numberline.com
Support: support@numberline.com

29. General Terms

These Terms, the Privacy Policy, each applicable Order, and any signed service-specific agreement are the entire agreement concerning the Service and supersede prior or contemporaneous proposals and communications on that subject. An Order controls over these Terms for directly conflicting commercial terms. A signed data processing addendum or Business Associate Agreement controls for directly conflicting terms within its subject matter.

Customer may not assign these Terms or an account without Numberline's written consent. Numberline may assign them in connection with a merger, acquisition, financing, reorganization, sale of assets, or to an affiliate or successor. Any prohibited assignment is void.

Neither party is liable for delay or failure caused by events beyond its reasonable control, including carrier or internet outages, power failures, natural disasters, labor disputes, war, terrorism, civil unrest, epidemics, governmental action, cyberattacks not caused by that party's failure to use reasonable safeguards, or third-party service failures.

The parties are independent contractors. These Terms do not create a partnership, joint venture, agency, franchise, fiduciary, employment, or exclusive relationship. Customer may not bind Numberline.

Failure to enforce a provision is not a waiver. If any provision is unenforceable, it will be modified to the minimum extent necessary and the remainder will continue in effect. Headings are for convenience only. "Including" means "including without limitation." Electronic acceptance and signatures have the same effect as originals. There are no third-party beneficiaries except as expressly stated in Section 30.

These Terms are governed by Delaware law, without regard to conflict-of-law principles, except that the Federal Arbitration Act governs arbitration.

30. Mobile App Store Terms

If you download a Numberline application from Apple App Store, Google Play, or another marketplace, you must also comply with that marketplace's terms. The license in Section 18 is limited to use on devices you own or control as permitted by the marketplace rules.

For an application obtained from Apple, Apple is not a party to these Terms and is not responsible for the application, maintenance, support, warranties, claims, or intellectual property matters. To the extent any warranty exists and the application fails to conform, you may notify Apple for any refund of the purchase price paid through Apple; to the maximum extent permitted by law, Apple has no other warranty obligation. Apple and its subsidiaries are intended third-party beneficiaries of this Section and may enforce it.