Last Updated: 20.01.2025

PLEASE READ THIS AGREEMENT CAREFULLY. By accessing or using the services provided by IllyVoIP LLC (“IllyVoIP,” “we,” “us,” “our”), you (“Customer,” “you,” or “your”) agree to be bound by the terms of this Services Agreement (“Agreement”), including any referenced Supplemental Terms, Product Terms, and Order Forms. If you do not agree to these terms, do not use our Services.

1. Parties and Effective Date

This Agreement is made between you or your organization (the “Customer”) and IllyVoIP LLC, a company organized under the laws of [Jurisdiction] with its principal place of business at [Address]. The Agreement becomes effective on the date you accept it (“Effective Date”) by creating an account, using the Services, or explicitly agreeing to these terms.

2. Applicability and Modifications

• Scope: This Agreement governs your access to and use of IllyVoIP’s communication services (the “Services”), including voice termination, phone numbers, SMS, global data services, APIs, and related support.
• Updates: We may modify the Agreement upon reasonable notice (e.g., email, account notifications) at least 30 days before material changes take effect. Your continued use of our Services after the changes means you accept the updated Agreement.
• Precedence: In case of conflict, the following order applies:
  1. Order Form and Product Terms specific to your Service.
  2. This Agreement.
  3. Supplemental Legal Terms.
  4. Acceptable Use Policy.
  5. Other incorporated policies.

3. Provision of Services

3.1 Our Obligations

• Availability: We will provide the Services in accordance with this Agreement, any Order Form, and related Product Terms.
• Support: We offer customer support per the agreed-upon service levels in your Order Form.
• Maintenance: Routine maintenance will be communicated with at least 7 days' notice. Emergency maintenance notices will be given as soon as possible.

3.2 Modifications to Services

We reserve the right to modify or upgrade the Services, provided that such changes do not materially reduce functionality. For significant changes, we will attempt to notify you at least 60 days in advance.

4. Use of Services

4.1 Account Creation and Security

• Registration: To use our Services, you must create an account, providing accurate and current information.
• Security: You are responsible for maintaining the confidentiality of your account credentials and all activities under your account. Notify us immediately of any unauthorized access.

4.2 Customer Responsibilities

• Compliance: You must use the Services in accordance with our Acceptable Use Policy, Supplemental Terms, applicable laws, and any specific instructions in your Order Form.
• Data Integrity: You are responsible for the accuracy, legality, and quality of any data (“Customer Data”) you provide, including end-user information.
• Cooperation: You will cooperate with us for tasks like interoperability testing, providing necessary equipment, and complying with legal requests.

4.3 Restrictions

• Unauthorized Access: You may not attempt to gain unauthorized access to our network, services, or systems.
• Resale: You shall not resell, sublicense, or distribute our Services outside the scope defined in your Order Form without our prior consent.

5. Fees and Payment

5.1 Payment Terms

• Fees: You agree to pay fees as outlined in your Order Form and in accordance with this Agreement. Fees may include service charges, taxes, surcharges, and other applicable costs.
• Billing Cycles: Invoices will be issued per your Order Form terms, typically on a monthly basis for postpaid services or in advance for prepaid services.
• Late Payment: Unpaid amounts after 15 days from the invoice due date may incur a late fee of 1.5% per month, and services may be suspended until payment is made.

5.2 Disputes and Back-Billing

• Disputes: You must notify us of any invoice disputes within 30 days with supporting documentation. Disputed amounts will not be suspended if undisputed charges are paid by the due date.
• Back-Billing: We may invoice for services up to six months after delivery for adjustments or corrections in billing.

6. Ownership and Licenses

6.1 Our Ownership

• Services and Tools: IllyVoIP retains ownership of the Services, associated documentation, APIs, software, and Electronic Tools provided under this Agreement.

6.2 Your Ownership

• Customer Data: You retain ownership of your data and any applications you develop (“Customer Applications”).

6.3 License Grant

We grant you a non-exclusive, non-transferable license to use our Electronic Tools solely for accessing and managing the Services as permitted in this Agreement. You may not reverse engineer, modify, sublicense, or otherwise exploit our Electronic Tools beyond the scope provided.

7. Confidentiality and Data Protection

7.1 Confidential Information

Both parties agree to protect each other’s Confidential Information using no less than reasonable care and only disclose it to those who need to know within their organization under similar confidentiality obligations. Exceptions include information that becomes public, was rightfully obtained independently, or is required to be disclosed by law.

7.2 Data Protection

We will process Personal Data in accordance with our Data Protection Addendum (DPA) and applicable laws. You are responsible for obtaining necessary consents and notifying end-users as required when providing their data through our Services.

8. Representations, Warranties, and Disclaimers

8.1 Our Representations

We represent that we will deliver the Services in a professional manner and comply with applicable laws in providing the Services. If we fail to meet this, our remedy will be to correct the issue or refund the fees for the affected period.

8.2 Your Representations

You represent that your use of the Services will comply with all applicable laws, our Acceptable Use Policy, and that you have obtained necessary permissions for any data you provide.

8.3 Disclaimer

The Services are provided “as is” without warranties of any kind, either express or implied, including merchantability, fitness for a particular purpose, or non-infringement. We do not warrant uninterrupted or error-free service.

9. Term, Termination, and Wind Down

9.1 Term

• Duration: The Agreement begins on the Effective Date and continues until terminated according to its terms. Each Order Form specifies its term, often starting with a 12-month initial term, auto-renewing unless notice is given 30 days before expiration.

9.2 Termination

• For Cause: Either party may terminate for cause if the other party materially breaches the Agreement and fails to cure within 30 days of notice, or if an insolvency event occurs.
• For Convenience: Either party may terminate with 90 days’ written notice without cause.
• Suspension for Security: We may suspend or terminate services if your use threatens network security, integrity, or violates the AUP.

9.3 Wind Down

Upon termination (other than for cause by us), we will, upon request, provide a wind-down period (up to 90 days) to assist you in transitioning to an alternative provider. Standard fees and terms apply during this period.

9.4 Effect of Termination

Termination of this Agreement ends all rights and obligations except those that survive termination, such as payment obligations, confidentiality, license rights granted, and limitations of liability. Outstanding fees and any early termination charges due up to termination will be payable.

10. Limitation of Liability and Indemnification

10.1 Limitation of Liability

Except for specific uncapped liabilities, the total liability of either party for all claims under this Agreement will not exceed the total fees paid by you in the 12 months preceding the claim. Neither party is liable for indirect, incidental, special, or consequential damages.

10.2 Indemnification

Each party agrees to defend, indemnify, and hold harmless the other for claims arising from the indemnifying party’s gross negligence, willful misconduct, or breach of Agreement terms, subject to prompt notification and cooperation in defense.

11. Governing Law and Dispute Resolution

This Agreement is governed by the laws of [Jurisdiction Based on Customer Location], without regard to its conflicts of law principles. Disputes will be resolved exclusively in the courts located within the agreed jurisdiction as specified in the applicable venue table. Both parties consent to the personal jurisdiction of such courts.

12. Miscellaneous

• Notices: All notices must be sent in English via email to designated addresses provided by each party.
• Assignment: Neither party may assign this Agreement without the other’s written consent, except to an Affiliate or in connection with a merger or sale of substantially all assets.
• Force Majeure: Neither party is responsible for failure to perform due to events beyond its reasonable control (except for payment obligations).
• Waiver and Severability: Failure to enforce rights is not a waiver. If any provision is unenforceable, the remainder of the Agreement remains in effect.
• Entire Agreement: This Agreement, including all incorporated documents, constitutes the entire agreement between the parties regarding the subject matter and supersedes all prior agreements.

By using IllyVoIP’s Services, you acknowledge that you have read, understood, and agree to be bound by the terms of this Services Agreement.