Terms of Service

1. Agreement

IMPORTANT: This Agreement requires that most disputes between you and OnAir Telecom be resolved through binding arbitration rather than a jury trial. Please review the Arbitration and Waiver of Jury Trial sections below.

These Terms of Service (this "Agreement") form a legal agreement between you ("Customer" or "you") and OnAir Telecom ("OnAir Telecom," "we," "our," or "us") governing your use of OnAir Telecom's telecommunications and cloud communication services (the "Services"). The Services include the systems, hardware, software, and equipment through which OnAir Telecom provides its cloud voice and related services. Your use of the Services constitutes your acceptance of this Agreement and of OnAir Telecom's Acceptable Use Policy, available at onairtel.com.

You may only receive the Services if you are a subscriber in good standing with a valid, authorized payment method on file with OnAir Telecom. You must obtain your own internet connection in order to use the Services. We do not control your internet access or its quality, and we are not responsible for any third-party products or services, or for problems with the Services caused by your internet connection or by third-party products or services.

2. Account Administrator and Company Contacts

You may designate one or more users as an account administrator ("Administrator") with full administrative control of your account through the OnAir Telecom user interface or portal. The Administrator may make changes to the account (such as service additions or deletions, assignment of users, cancellations, and payment updates) and is the individual authorized to port telephone numbers to another carrier. The Administrator may assign additional administrators and reassign Administrator status to another user.

The Administrator may also designate one or more "Company Contacts" to receive account communications from OnAir Telecom, including notices of account updates, billing notices, and maintenance alerts. Such notices are typically provided by email, and it is your responsibility to keep your contact information current.

3. Service Plans and Changes

OnAir Telecom may adjust the components of a specific plan at any time and reserves the right, from time to time, to change service plans and features, provided that such changes are applied consistently across similarly situated customers. OnAir Telecom will use commercially reasonable efforts to provide thirty (30) days' notice of such proposed changes. OnAir Telecom also reserves the right to increase pricing where there are government-sourced or regulated changes applicable to providers. All pricing is exclusive of taxes, fees, and other government charges.

4. Service Pricing and Changes

Customer agrees to pay the rates, fees, and other charges set out in the parties' Service Agreement or as posted in the user portal. In addition to all applicable usage-based charges (for example, per-minute, per-call, per-text, per-number, and per-port charges), recurring charges, and one-time charges, Customer agrees to pay all applicable taxes, duties, surcharges, and regulatory fees.

Unless the parties have separately agreed otherwise, OnAir Telecom may prospectively change the rates and charges for its Services, and you agree to pay the then-applicable rates for the Services you use. OnAir Telecom will publish applicable rates and rate changes through the portal or by other commercially reasonable means. You are responsible for reviewing the then-applicable rates before using the Services. OnAir Telecom may change other, non-price terms of this Agreement on a prospective basis after providing notice, and will provide thirty (30) days' advance notice of any change that would have a materially adverse effect on you.

5. Billing and Payment

Failure to pay amounts due in full may result in suspension of the account, and OnAir Telecom will have no liability for such suspension. OnAir Telecom may assess a late charge of 1.5% per month (or the maximum amount permitted by law, whichever is lower) on amounts more than thirty (30) days past due. Customer is responsible for all fees, including reasonable collection and attorneys' fees, that OnAir Telecom incurs in collecting outstanding balances.

You agree that OnAir Telecom and its agents may contact you regarding your account or the Services, including by automated dialing or prerecorded message, at any telephone number you provide, including a mobile number. During any period of suspension for non-payment, the Services will be unavailable until the balance is paid in full. If the Services are terminated, assigned telephone numbers may be reclaimed and may no longer be available to you.

6. Termination for Convenience

In addition to OnAir Telecom's right to suspend or terminate the Services in accordance with this Agreement and the Acceptable Use Policy, either party may terminate this Agreement at any time without penalty by providing written notice at least thirty (30) days prior to the effective date of termination. Following the effective date of termination, Customer may request a refund of any prepaid balance, which OnAir Telecom will refund within thirty (30) days, less any amounts then due.

7. Billing Calculations and Increments

OnAir Telecom calculates billable call duration from the time the initial call-setup ("INVITE") request is received to the time the call-teardown ("BYE") request is received. Usage is billed in the increments identified in your user portal and in accordance with the type of traffic at issue, with measurement beginning upon initiation of the call.

8. Actual and Fraudulent Use

Customer is responsible for the costs incurred by all inbound and outbound call traffic on its account, regardless of source, authorization, or scope ("Actual Use"). If Customer's equipment or credentials are compromised by an unauthorized third party, Customer remains responsible for all costs, fees, and charges associated with the resulting traffic.

Customer is solely responsible for securing all credentials used to access the Services. Placing telephones or endpoints on a publicly accessible network increases the risk of fraudulent activity. Customer will not be excused from paying for Services on the basis that fraudulent usage occurred. If OnAir Telecom discovers fraudulent usage, it may take actions it deems reasonably necessary — including blocking access to particular numbers or geographic areas — without notice, to help prevent such usage. OnAir Telecom has no duty to investigate the authenticity of usage charged to an account and no duty to prevent fraudulent usage.

9. Suggestions and Custom Development

If Customer provides any suggestions regarding improvements, changes, or new features relating to the Services ("Suggestions"), Customer assigns to OnAir Telecom all right, title, and interest in and to those Suggestions.

If Customer engages OnAir Telecom to develop custom features or integrations relating to the Services ("Custom Work Product"), Customer may do so in writing and, if OnAir Telecom accepts, agrees to pay OnAir Telecom for the time reasonably incurred at OnAir Telecom's then-current hourly development rate. All right, title, and interest in the Custom Work Product and any works derived from it, including all intellectual property rights, remain with OnAir Telecom.

10. Emergency Services — 911 Dialing

OnAir Telecom Services do not provide access to 911, E911, or other emergency calling services. Customers must maintain an alternative means of contacting emergency services and are responsible for ensuring that their users are informed that 911/E911 calling is not available through OnAir Telecom Services.

OnAir Telecom Services should not be relied upon for emergency communications.

11. Number Porting

During the term of this Agreement, Customer authorizes OnAir Telecom and its agents to initiate porting requests on its behalf as reasonably necessary to provide the Services. OnAir Telecom will not transfer Customer's telephone numbers away, or enter into any agreement, that would directly result in Customer's loss of its telephone numbers. Customer agrees to release OnAir Telecom from damages of any kind in the event that a terminating or servicing carrier or third party experiences technical difficulties resulting in any of the following:

• Service interruption.
• Delays in porting.
• Delays in service.
• Lost telephone numbers.

12. International Calling Coverage

Due to the nature of international tariffs, laws, and the technical capacity of many international locations, not all international numbers are reachable from the OnAir Telecom network. Examples of destinations that may be unreachable include:

• Numbers in an area involved in a military conflict.
• Numbers subject to economic sanctions by the United States or the United Nations.
• Numbers in locations where call-completion rates expose OnAir Telecom to very high fraud risk.
• Satellite phones and numbers aboard cruise ships.
• Numbers using infrastructure not reachable from the United States, and other similar cases.

13. Use Restrictions

The OnAir Telecom infrastructure is a collection of data centers, cloud providers, and other third-party services that collectively provide high availability for the Services, and is highly confidential and proprietary to OnAir Telecom. Customer will not use the Services beyond the scope of the access granted in this Agreement, and agrees not to: (i) reverse engineer, decompile, disassemble, or otherwise attempt to derive the techniques, processes, or algorithms underlying the Services; (ii) rent, lease, sell, sublicense, assign, distribute, or otherwise make the Services available to any third party; or (iii) use the Services in any manner that infringes the rights of any person or violates applicable law.

14. Confidentiality

Apart from publicly available terms, the parties agree that the rates and charges under this Agreement, OnAir Telecom's network, software, and service-delivery platform, Customer's usage, and other non-public information exchanged between the parties are confidential and proprietary. Such confidential information will not be disclosed to any third party without the prior written permission of the disclosing party, during the term and for a period of three (3) years following its end.

If disclosure is compelled by court order, subpoena, governmental authority, or law, the party receiving the demand will give prompt written notice to the other party and cooperate in obtaining protective treatment. Information OnAir Telecom collects about your use of its website, portal, and Services is subject to OnAir Telecom's Privacy Policy and CPNI Policy.

15. Arbitration

OnAir Telecom may bring suit in court to enjoin infringement or other misuse of its intellectual property. With that sole exception, any dispute between the parties arising out of or relating to this Agreement will be resolved by binding arbitration in accordance with the then-current Commercial Arbitration Rules of the American Arbitration Association (AAA). The parties will select a mutually acceptable arbitrator; if they cannot agree, the arbitrator will be selected under the AAA rules. Arbitration will take place in the State of Maryland, and the decision of the arbitrator will be final and binding, enforceable in any court of competent jurisdiction.

16. Waiver of Jury Trial

The parties understand and agree that they are waiving their right to a trial by jury in light of their agreement to arbitrate disputes. If, for any reason, a claim proceeds in court rather than arbitration, the parties agree to waive any right to a jury trial.

17. Limitation of Liability

Except as otherwise provided in this Agreement, or for liability directly caused by OnAir Telecom's reckless or intentional misconduct, OnAir Telecom will not be liable for any indirect, incidental, special, consequential, or exemplary damages (including loss of profits, revenues, data, goodwill, or business opportunities), even if advised of the possibility of such damages. OnAir Telecom's total aggregate liability arising out of or related to this Agreement or the Services will not exceed the total amount you actually paid OnAir Telecom in the six-month period preceding the event giving rise to the claim. These limitations apply even if a remedy fails of its essential purpose, and reflect an agreed allocation of risk between the parties.

18. Warranty Disclaimer

Except to the extent expressly provided in this Agreement, OnAir Telecom does not warrant the Services or the accuracy of any results, and disclaims all warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, title, non-infringement, and any warranty arising from course of performance or usage of trade. The Services and any materials, software, or equipment are provided "AS IS" to the fullest extent permitted by law.

19. Indemnification

You agree to hold harmless, indemnify, and defend OnAir Telecom and its officers, directors, and employees from and against any claims, losses, damages, liabilities, costs, fines, and expenses (including reasonable attorneys' fees) arising out of or relating to any third-party claim relating to your use of the Services or your breach of this Agreement, including any claim that you have violated any applicable law or any term of this Agreement.

20. Compliance with Laws and Prohibited Use

You agree to use the Services only in a manner that complies with all applicable laws in the jurisdictions in which you use them, including laws concerning intellectual property, call recording, call monitoring, transmission of prerecorded messages, and telemarketing. You are solely responsible for ensuring that your use of the Services complies with such laws, and you may use the Services only for your own use.

Any use of the Services that disrupts OnAir Telecom's network integrity, or that OnAir Telecom determines threatens or compromises the security of OnAir Telecom, its vendors, its other customers, or the Services, is prohibited and permits OnAir Telecom to suspend or terminate the Services without prior notice. OnAir Telecom may, in its reasonable discretion, decline to transmit any message or content it believes is inappropriate or unlawful, and may disclose information to authorities as required by law.

21. Governing Law

This Agreement will be construed in accordance with the laws of the State of Maryland, without regard to its conflict-of-laws provisions.

22. Correspondence

During the course of this Agreement, Customer may make service requests to OnAir Telecom by email, ticket submission, or phone. Customer may make certain changes to the Services it subscribes to through OnAir Telecom's user interface, including the addition or deletion of users and telephone numbers.

23. Entire Agreement

This Agreement, together with the parties' Service Agreement and any attachments and addenda, contains the entire agreement between the parties and supersedes any other written or oral agreements with respect to the subject matter.

24. Severability

If any provision of this Agreement is held to be invalid or unenforceable for any reason, the remaining provisions will continue to be valid and enforceable.

25. Waiver

The failure of either party to enforce a provision of this Agreement will not be construed as a waiver or limitation of that party's right to enforce that provision in the future.

26. Survivability

All provisions that by their nature ought to survive termination of this Agreement will survive, including the sections relating to confidentiality, arbitration, indemnification, and limitations of liability.

27. Contact Us

For questions about these Terms of Service, contact us at support@onairtel.com, call 1 866 55 ON AIR (66247), or write to us at 10711 Red Run Blvd, STE 101, Owings Mills, Maryland 21117.