This is a legal agreement between you and DID Logic Limited. ("DID Logic"). By submitting the online application you are agreeing that you have read and understood the terms and conditions of this agreement and that you agree to be legally responsible for each and every term and condition.

Overview

This Agreement contains the complete terms and conditions that apply to your participation to in the DID Logic exchange platform. All uses in this agreement of the words "DID Logic Limited.", "we", "us" or "our" refer to DID Logic Limited., a Hong Kong limited company with its principal place of business at Office 7D, Cheuk Nang Plaza, 250 Hennesy Road, Wanchai, Hong Kong SAR. All uses of the words "Applicant” and "you" refer to you, the Applicant. “Customer” means an applicant who has completed the online registration process and has been accepted by DID Logic Limited into the DID Logic exchange platform.

Enrollment into the DID Logic service

To enroll, you must complete and submit the online application and accept these Terms. We may reject your application at our sole discretion.

Parties to the Agreement

This agreement is made between the DID Logic Limited. ("DID Logic") and the company name entered by the Applicant in the appropriate fields on DID Logic website (https://didlogic.com) upon terms acceptance.

Currencies

All prices and transactions are in the U.S. dollars.

Fee Schedule and Fee Payments

SELLER refers to a Customer who has listed the DID numbers on DID Logic website, with such numbers having successfully passed the test. Test is performed by dialing your offered DID number from a PSTN network and waiting for it to arrive to didlogic.com server in the E164 format specified. SELLER specifies the monthly fee, maximum simultaneous channels, per-minute charge and number of included free minutes with each number offered for sale. DID Logic, upon the completed purchase of the number by another Customer, transfers this amount(s) to the SELLER’s account balance. SELLER may withdraw this accumulated balance every 30 calendar days. Withdrawals are performed using Paypal (see Paypal.com for terms and condition).

Identification

Certain countries will require a SELLER to receive two forms of ID from the buyer. Full list of such requirements is available at didlogic.com. Before completing a transaction involving these DIDs, BUYER will be required to upload copies of 2 forms of identification before a purchase may be finalized.

Refunds

You agree that there are no refunds available due to inability to receive calls using a SIP URI notation. You agree to review and read in its entirety the instructions available at the https://didlogic.com/support/setup-guides/did-not-ringing page; by registering with didlogic.com, you confirm that you fully understand the terminology used, as well as and the concept of SIP URI and inbound routes. If you feel you are unable to operate your system as specified, contact a qualified VoIP engineer for assistance. DID Logic Ltd. does not offer customer gateway troubleshooting, IT training or local equipment setup and/or repairs. There is no inbound SIP address available to receive inbound calls from the public Internet and external companies (no user@didlogic_gateway inbound URI calls are technically possible) and you agree that you fully understand this limitation, and you agree that no refunds or cancellations are honored solely based on lack of inbound SIP URI functionality.

“Monthly fee” refers to the amount that the SELLER has requested to be paid, and the BUYER has agreed to pay, in exchange for providing the offered DID number to the DID Logic Customer for the period of equal to the number of days between the two identical dates of the 2 consecutive months in the same year, for example, May 23rd, 2004 and June 23rd, 2004, with the exception of the last day of the month not having identical date in the following month, in which case the last date of the following month will be used, for example, January 31st, 2006 and February 28th, 2006.

Credit and debit transactions are facilitated to the BUYER and SELLER accounts in the DID Logic platform, to be settled per terms of this Agreement. Refunds will be given at the discretion of the Company Management. The BUYER is assumed to have tested the voice quality, channel and codec support relating to the particular number purchased and found those to be satisfactory, unless reported to our technical support via email 2 hours after the initial DID purchase. By signing up for DID Logic and making your payment, you confirm that you have carefully read the entire discussion located at the following webpage and fully understood the concepts discussed at the referenced website.

No refunds are given for prohibited usage. Certain countries restrict calling card and PIN-based systems usage. Consult the technical support prior to purchasing DID numbers from exotic destinations. In the event that your intended usage is prohibited or not supported, and you have not contacted us for clarification prior to completing your purchase, no refunds or credits will be processed.

In the event of service interruption on any specific DID purchased, BUYER may log in to https://didlogic.com and perform an automated check. DID Logic system will dial the DID to verify service. The check will return a ‘fail’ or ‘pass’ status, depending on the test results. Should the test status remain in ‘fail’ state for longer than 24 consecutive hours, monthly fee will be refunded to the BUYER. DID Logic billing system will also reverse this transaction for the SELLER to process this refund. However, any per-minute fees incurred will not be refunded.

If Paypal disputes or credit card chargebacks occur on your account, we reserve the right to stop service to protect our merchant ratings.

Prohibited use, regional unavailability and account termination

The Service may not be used for any type of mass dialing, predictive dialing, telemarketing or any other automated list dialing. Compliant North American opt-in dialer is available using at full NPA-NXX rate deck, billed 30/6. Callback usage is generally prohibited, but may be offered in limited number of countries, subject to carrier approval. Callback-capable DIDs incur monthly charges of no less than $USD50 per DID per month. Sending CLI belonging to DID Logic vendors through non-DID Logic systems, while receiving incoming calls via our facilities, is prohibited. DTMF is unavailable and calling card or other PIN-based platforms are not allowed in Malaysia, Colombia, Russia, Greece, Panama, Malta, Croatia and Bahrain. Service is not available in India, Nepal, Pakistan, Sri-Lanka, Albania, Autonomous Province of Kosovo, Algeria, Tunisia, Morocco, Egypt and Bangladesh. All usage and payments from/to these territories are technically unavailable. Accounts that show attempts to circumvent any and all of these restrictions, or having links to any of these countries will be immediately terminated without warning or the right to refund. Receiving 1 (one) complain from law enforcement agencies regarding your activities will result in immediate account termination. You agree that no warnings will be issued, and no refunds will be provided in the event of fraudulent or prohibited usage. Account research linked to police, government agency, or other law enforcement requests is billed at the rate of $USD 89.99 per 1/2 hour of administrative work, in 1/2 hour increments. PayPal chargeback fee shall be $15 and credit card chargeback fee shall be $49 per each dispute received.

Calls resulting from unauthorized access to your SIP
endpoint or IPPBX

Customer is fully responsible for all calls made using the SIP account credentials, including unauthorized calls made by third parties. To protect our customers from runaway costs should a breach occur on their end, DID Logic implements an additional layer of security by placing initial default channel and max price per minute limitations on all accounts:
- limit 2 simultaneous outgoing channels per customer.
- destinations below $0.18 per minute only.
- 60 minutes maximum call duration.
Requesting additional SIP channels and changing limits: customers can request these limits raised or lowered based on how confident they feel handling our capacity. Please contact support@didlogic.com to request a change to your channel, cost and duration limits. Include your website login email, SIP account number and a brief description of your new requirements. Calls that begin while account balance is positive may be billed after the connection terminates. Under the circumstances of IPPBX system breach, this will result in your account balance becoming negative. This negative balance amount is calculated as four times the sum of your capacity multiplied by maximum call time, for example 60x0.18x2x4= -$86.40. By singing up for the service, you agree to be fully responsible for any negative balance amounts resulting from system breach and unauthorized use. You accept unconditionally the responsibility for termination charges resulting from access to your account credentials, including calls initiated as a result of unauthorized access to your IPBPX or other SIP device, and including all malicious and runaway traffic, up to the maximum negative amount as calculated in the above example.

Restrictions on New York City Area Code 212 Numbers

Numbers from New York City Area Code 212 may NOT be ported out. The customer agrees it is leasing the number and is not buying the number. The customer acquires no ownership interest in or porting rights to the number but may have exclusive use of the number for as long as the monthly MRC and per-minute usage is paid. Any port-out or port-out attempt of an Area Code 212 number will incur a fee of $500 per 212 number. This restriction is passed from the supplying network and is their policy. We will provide full assistance on any port outs in US and Canadian non-exhausted areas and our North American footprint is fully portable at no charge, with the exception of 212 area code. Porting requests for UK numbers are subject to £40 fee per each number ported away, payable by the subscriber upon receipt of a porting request.

Dialer, short duration, telemarketing, auto-generated and other non-conversational traffic

Dialer service to countries other than the US and Canada may be available, however must be negotiated separately. US and Canadian dialer activity is allowed for Do Not Call compliant businesses only. By signing up, you agree that flatrate US48 rate does not apply to dialer. Accounts that send more than 10% of short calls OR have sub-60s ACD OR have sub-40% ASR must use the dialer tier. Presence of any of the metrics above, as recorded over 60-minute interval, will result in rate deck changed to Short Duration Dialer, which is a NPA-NXX based routing list starting at 0.009/min.

Inbound CLI

By signing up, you agree to receive Caller ID information as received from the DID vendor. CLI may contain extra digits such as 00, or have duplicate country codes added. For example, US/Canada origination is using a 10 digit format: 2125551212. You will need to add a leading 1 if you require E164 format. Other countries may use localized CLI such as 02-123-456. By signing up, you accept these Terms and confirm that your VoIP endpoint has the ability to manipulate CLI on your end. Under no circumstances we we will accept any claims regarding this behavior, including, but not limited to North American or EU numbers or any other service areas. You fully agree that CLI is to be manipulated on your PBX end at all times.

Fax and modem calls

We do not guarantee the service of modems and faxes over the VoIP system. Some devices work fine communicating with this type of service (inband), while others do not. T38 support is not included by default and may be entirely unavailable. DID VoIP service is not fully compatible with fax machines, credit card machines, and security systems. You are responsible for contacting the alarm monitoring company to test the compatibility of any alarm monitoring or security system with the VoIP services you provision. You acknowledge and understand that VoIP DID service is not compatible with many types of non-voice communications equipment, including but not limited to, some home and office security systems that are set up to make automatic phone calls, emergency phones in elevators, some aspects of satellite TV systems, digital entertainment systems, fax machines, modems and medical monitoring devices.

Qualified sellers

Selling DID numbers is only available to facilities-based carriers. Certified copies of the original telecommunication licenses from your National Regulatory Agency must be provided for our review prior to listing DID numbers. Exceptions may be granted on a case-by-case basis to certain qualified technology providers and ITSPs. Reselling DID numbers from external suppliers without requesting their explicit approval (to be mailed from the original DID owner to DID Logic Limited, via certified postal mail, addressed to our Hong Kong office) is prohibited. Any attempts to sell DID numbers from third parties without their written approval will invoke the "Prohibited usage" clause. Seller agrees to the $10 administrative and handling charge per DID number in the event the required paperwork is missing.

Price changes

Customer who is a SELLER at DID Logic must provide a three (3) months advance notice to DID Logic before a price change goes into effect. The price change cannot be set for more than 20% of the original price and may not be changed more than 2 times per year except for in mutual agreement between DID Logic and SELLER.

What “SELLER” and “BUYER” do not refer to

"Buyer" is a commercial term related to the nature of your transaction. You are NOT assigned the number(s) in the same manner your traditional residential telephone provider does. "Buyer" means the person making the payment for the purpose of receiving incoming telephone calls on one of the Exchange's numbers. You do not acquire any other rights, regardless of your country of residence, to any of the numbers you use on DID Logic. "Seller" refers to the DID Logic member providing the service. The term "Seller" does not imply the party providing the service offers you any rights of telephone number ownership in connection with the transaction.

This is not a telephone service

DID Logic services offered do not constitute provision of common carrier telecommunications services. DID Logic is only a wholesale VoIP hub for users to buy Services for its own use or resale. As such, DID Logic receives voice calls in the form of IP data packets routed via the Internet, and redirects your IP data to the underlying vendors participating in DID Logic. DID Logic is not responsible for and has no control over the reliability, safety or legality of services provided to buyers by sellers (although best effort is made to monitor service quality). Please be advised that forwarding to Skype is charged at $0.005/min, offered as-is, assumed to be experimental in nature and not guaranteed. You confirm that you fully understand the limitations of Skype forwarding prior to signing up for DID Logic service. All calls are ultimately controlled by Skype network, and Skype is under no obligation to accept such calls, route them, connect to their voicemail or pass Caller ID (which Skype, to the best of our knowledge, does not transmit with the current SIP to Skype gateway capabilities). There is absolutely no warranty offered for Skype forwarding or Skype callback. For best reliability, forward your DID numbers to another phone or SIP address. Caller ID is passed to both SIP and PSTN.Be informed that these services are not regulated in the same way traditional telephone services are regulated in your home country. By registering an account at didlogic.com website, YOU AGREE TO DEFEND, INDEMNIFY AND HOLD US HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, LOSSES, LIABILITY COSTS AND EXPENSES (INCLUDING BUT NOT LIMITED TO ATTORNEY'S FEES) arising from your violation of these Terms and Conditions. YOU ALSO AGREE TO DEFEND, INDEMNIFY AND HOLD US HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, LOSSES, LIABILITY COSTS AND EXPENSES (INCLUDING BUT NOT LIMITED TO ATTORNEY'S FEES) arising from fact that VoIP services may be regulated differently in your home jurisdiction (by the legislative body responsible for regulating the telecommunications industry in your home country) than they are regulated in Hong Kong SAR.

Applicable laws

These terms are subject to all present and future valid orders and regulations of any governmental or regulatory body in Hong Kong SAR having jurisdiction over the subject matter hereof and to the laws of the Hong Kong SAR. In the event that any license or taxes are required, the SELLER agrees that it will obtain that license and/or pay those taxes where required by law, and supply proof of obtaining the license (s) and paying those taxes where applicable. Licensing and the payment of taxes due by the DID Logic SELLER will be the responsibility of the SELLER and will not be the responsibility of DID Logic Limited.

Indemnity

The parties both agree to indemnify and hold harmless each other against any suit, claim or proceeding brought against the other Party for direct damages that result from death, bodily injury or damage to personal, tangible personal property, to the extent the damages are proven to be the result of the indemnifying party's actions or inactions.

Limitation Of Liability

DID Logic will not be liable to Customer or other party for punitive, special, incidental, consequential, indirect or other similar damages, including, but not limited to, damages or costs incurred as result of loss of time, loss of data, loss of profits or revenue, or loss of use of equipment or software. In addition, DID Logic is not responsible or liable for damages or costs in connection with obtaining substitute equipment or software, claims by others, inconvenience or similar costs.

General Provisions

This Agreement shall be construed and enforced in accordance with the laws of the Hong Kong, which are applicable to the construction, and enforcement of contracts between parties. If DID Logic Limited brings an action against the other party to enforce its rights under this Agreement and prevails, DID Logic Limited shall be entitled to recover its costs and expenses, including without limitation, attorney's fees and costs incurred in connection with such action, including any appeal of such action. With respect to all disputes arising out of or related to this Agreement or the transactions contemplated hereunder, the parties hereby submit to the jurisdiction of the Hong Kong SAR.

Confidentiality

All confidential information, including, but not limited to, any business, technical, financial, and customer information, disclosed by one party to the other during negotiation or the effective term of this Agreement which is marked "Confidential", will remain the sole property of the disclosing party, and each party will keep in confidence and not use or disclose such proprietary information of the other party without express written permission of the disclosing party.

Acceptable Use Policy

DID Logic reserves the right to to strictly enforce this Policy by, without limitation, issuing warnings, suspending, or terminating Service, refusing to transmit, removing, screening, or editing Service parameters prior to delivery or actively investigating violations and prosecuting them in any court or appropriate authority. We may block access to certain parts of Service if, in our sole discretion, we are experiencing excessive billing, collection, fraud problems or other misuse of our network. We may review, report on, and disclose transaction information about your use of DID Logic system, and any relevant information transmitted by you via the DID Logic system, to the extent permitted by law, in order to comply with the law, to enforce or apply our subscriber Agreements, to protect our rights or property, or to protect other Customers from fraudulent, abusive, or unlawful use of Service.