D Dialifi

1. The Parties

Dialifi Inc. is a California-based corporation and subsidiary of Super Technologies, Inc. This Agreement applies to the Customer identified in the registration process.

2. Preliminary Terms

The Customer agrees to the use of electronic communication to enter into contracts, place orders, maintain records, and receive notices. Unless specifically agreed to in writing, the Dialifi infrastructure does not support emergency calls. DID numbers may not be used for callback applications unless expressly authorized. The Customer confirms internet telephony is permitted in their jurisdiction and may be required to provide documentation or complete verification for local number provisioning and AML/KYC compliance. Dialifi may refuse an application or order at its sole discretion if the information is incomplete, inaccurate, fraudulent, or indicates the Customer may not meet their obligations.

3. Services

Dialifi agrees to provide, and the Customer agrees to purchase, services under the terms of this Agreement. Number allocation does not transfer ownership; numbers are licensed for use during the active Service term and will be reassigned to Dialifi upon termination. Services renew automatically until cancelled in accordance with this Agreement.

4. Acceptable Use of Service

The Customer agrees to use Dialifi services only for lawful purposes. The Service may not be used for spam, obscene or sexually explicit content, hate speech, callback applications, auto-dialing or robocalling, continuous or extensive call forwarding, telemarketing, charitable solicitation, political polling, unsolicited advertising, fax broadcasting, or voicemail blasting. The Customer agrees to indemnify Dialifi against claims, costs, and expenses arising from violations of this policy.

5. Responsibilities and Obligations

Dialifi will make reasonable efforts to maintain suitable equipment, notify the Customer of rate changes or service modifications, provide reasonable technical and sales support, and may make changes to its infrastructure at its sole discretion without prior consent. The Customer must pay in accordance with the billing terms, maintain all approvals and authorizations, provide requested information, ensure services are not used unlawfully, and cooperate with complaints or investigations.

6. Assignment

The Customer may not assign rights and obligations without prior written consent from Dialifi. Dialifi may assign its rights and obligations to a third party without prior consent from the Customer.

7. Provision of Services and Warranties

Dialifi will take reasonable steps to ensure the network is fault-free and service is reasonably uninterrupted, but cannot guarantee a completely fault-free service at all times. The Service is not custom-designed for any specific Customer purpose, Dialifi relies on third-party carriers, and usage-based services may carry financial risks including unexpected traffic charges.

8. Rates, Prices and Payment

All prices are listed on the Customer’s private account dashboard and updated periodically. Recurring fees are charged in advance, usage-based fees are charged upon completion, and the Customer is responsible for the full monthly charge if services are cancelled within a billing cycle. Customers must maintain a prepaid balance in USD. Payments are accepted via credit card, PayPal, or wire transfer. Minimum wire transfer amount is $100. Prepaid balances are non-refundable.

Dialifi CDR records constitute evidence of call data. Billing disputes must be submitted within 15 days of invoice date. All amounts exclude applicable taxes. Overdue balances accrue interest at 7% per annum.

9. Technical Support

Dialifi may suspend services without prior notice for maintenance, upgrades, or system backups and will take steps to minimize disruption. The Customer must notify Dialifi promptly upon becoming aware of any service faults.

10. Intellectual Property Rights

All intellectual property rights owned by either party remain vested in that party. Dialifi’s trade names, documents, access codes, and database information remain the property of Dialifi. The Dialifi name, logo, trademarks, and service marks are the property of Dialifi Inc. Any right to use Dialifi’s services or associated software is granted as a personal, limited, non-exclusive, non-transferable license for the designated purpose only. The Customer grants Dialifi permission to use the Customer’s name and logo in marketing materials, customer lists, presentations, and the Dialifi website.

11. Confidentiality

Both parties agree not to disclose confidential information gained under this Agreement except to officers or employees who require it to fulfill their duties. Confidentiality obligations do not apply where the information was already known, is public, was lawfully received from a third party, or must be disclosed by law. Dialifi may disclose Customer and End User identity to regulatory, governmental, or licensed carrier authorities upon receipt of a valid complaint or legal request.

12. Limitation of Liability

Dialifi shall not be liable for indirect, incidental, special, or consequential damages, including lost profits, data loss, or business interruption. Direct damages are limited to reasonable costs incurred to compel performance, prevent or limit direct damages, or establish the nature and extent of direct damages. Maximum liability for direct damages shall not exceed the lesser of $5,000 USD or the amount invoiced to and received from the Customer in the prior month. Dialifi has no liability where the claim arises from negligence, breach, failure to notify, or lack of cooperation from the Customer.

13. Force Majeure

Dialifi shall not be liable for interruption, delay, or failure resulting from events beyond its reasonable control, including natural disasters, power failures, government actions, war, civil unrest, trade disputes, third-party infrastructure failures, or denial of licenses.

14. Indemnity

The Customer agrees to indemnify Dialifi and its parent company, subsidiaries, affiliates, officers, and employees against claims or demands arising from the Customer’s or End User’s use of the service. This includes breach of the Agreement, negligence or misconduct, marketing activities, and the content or services marketed or provided by the Customer.

15. Term and Termination

This Agreement becomes effective upon Customer registration and remains in effect until terminated. Either party may terminate by providing no less than two months’ written notice. Upon termination, all licenses and rights to use the Service cease immediately. Dialifi may terminate with immediate effect for non-compliance, insolvency, dissolution, unlawful use, or excessive or fraudulent billing. A material breach not cured within 30 days after notice may also lead to termination. Provisions intended to survive termination remain in effect.

16. Miscellaneous

This Agreement constitutes the entire understanding between the parties. Dialifi may amend it without prior consent where required by regulatory, legal, or statutory changes, and may modify, update, or discontinue services with reasonable advance notice where practicable. All phone numbers remain under Dialifi’s ownership and control and will be reassigned upon termination. Typographical errors may be corrected without liability. The Agreement is governed by the laws of California, USA, and the Customer consents to the exclusive jurisdiction of the courts of California, USA.