This Agreement (“ Agreement ”) is between PinoyNumber.com (“ PinoyNumber ”) and the individual or company who subscribes to or has purchased PinoyNumber Cellcard and Service (" Subscriber "). It consists of these PinoyNumber.com Standard Terms and Conditions (“ Terms and Conditions” ). By using the services under this Agreement, you acknowledge that you have read and agreed to be bound by all the Terms and Conditions of this Agreement and any pertinent rules or policies that are or may be published / mailed by us.

•  PinoyNumber has agreed to provide Prepaid Forwarding Product and Service.

Definition:

Call Pinoy, Inc. : The parent company of PinoyNumber.com. It is a prepaid wholesale and retail telecommunication reseller specializing in discounted international long distance calling services to more than 250 countries and territories all over the world.

Licensed User : Subscriber including its employee, partner, company, member or other user entitled to bona fide access to the Service for reasons linked to the activities of the Subscriber.

Subscriber : The person or company represented by its duly appointed assignee under whose name this Forwarding cellcard and service subscription is being applied for.

Product : A prepaid cellcard that enables the subscriber to receive phone calls from the Philippines .

Order Form : The initial document and any subsequent document, whether in paper or electronic format, delivered from the subscriber and accepted by PinoyNumber indicating the Service required initially and subsequent changes to the Service required;

Subscription Fee : The fee payable by the subscriber for use of the Service for the period indicated on the Order Form from the Start Date;

Start Date : The Date when PinoyNumber started to provide.

Usage Fee(s) : the fees payable for usage of the Service as indicated on the Order Form.

3.1 This Agreement is a license agreement for the use of the Service by the subscriber and not an agreement for sale.

3.2 From the Start Date, PinoyNumber grants the Subscriber a non-exclusive, non-transferable license to use the Service in accordance with this License and only for the legal purposes.

3.3 Where the Subscriber makes acknowledgements, gives undertakings, or undertakes liabilities under this Agreement, it does so for itself and the Licensed users and where limitations or exclusions are imposed on the Subscriber under this Agreement, the client accepts that these will bind both the client and the Licensed Users as if they were one entity. The Subscriber warrants that it is authorized to agree to this Clause by the Licensed Users.

3.4 Where the Subscriber is a body other than an individual, the person accepting this Agreement represents that s/he is authorized by the Subscriber to accept this Agreement for and on behalf of the Subscriber, and to bind the Subscriber and Licensed Users thereby.

4. Fees & Payments

As consideration for the services you have selected, you agree to pay us the applicable service(s) fees. All fees payable hereunder are non-refundable unless we provide otherwise. As further consideration for the Services, you agree to: (1) provide current, complete and accurate information about you as required by the registration process and (2) maintain and update this information as needed to keep it current, complete and accurate. All such information shall be referred to as account information ("Account Information"). You hereby grant us the right to disclose to third parties such Account Information. The Registrant, by completing and submitting the Agreement ("Agreement"), represents that the statements in its application are true and so far as the Registrant is aware, does not interfere with or infringe upon the rights of any third party. The Registrant also represents that the service is not used for any unlawful purpose. All payments are to be made in favor of "Call Pinoy, Inc." payable at Union City , California , USA . Payments are made by Credit Card and it is required from the registrant to send at the sole discretion of “Call Pinoy, Inc.” where it deems fit Confirmation Letter duly signed by him through fax/courier/registered post. 'Call Pinoy, Inc.” reserves the right to stop the services, in case the confirmation letter as required is not received back within 10 days of allotment of Order ID Number. In the event of a charge back by a credit card company, you acknowledge and agree that the “PinoyNumber” can stop providing the services unless it receives the due payment along with the administrative charges. We will reinstate any such registration solely at our discretion, and subject to our receipt of the applicable registration, renewal or transfer fee.

5.1 Where access to the Database(s) is provided online, the Service will normally be available 24 hours a day throughout the subscription period. The normal availability of the Service may vary on occasions. PinoyNumber reserves the right to suspend the Service temporarily and without notice for reasons beyond its control.

5.2 PinoyNumber reserves the right to make modifications or improvements to the Service and will make every reasonable effort to give the Subscriber notice of such changes.

5.3 PinoyNumber may allocate to the Subscriber any necessary usernames and/or passwords, which control access to the Service. Only those usernames and/or passwords may be used by the Subscriber to access the Service. PinoyNumber shall not be responsible if unauthorized persons misuse the Subscriber's Prepaid card. Subscriber shall take adequate steps to ensure that the cards are not misused.

5.4 The Subscriber shall pay for all usage of the Service(s) provided online which accrues under usernames and/or passwords allocated to the Subscriber. Responsibility for limiting usage of the service remains with the Subscriber.

5.5 The Subscriber shall pay all third party telecommunications or Internet service charges incurred by the Subscriber connecting through the telecommunications network in order to access the Service.

6.1 The Subscriber is allowed to receive calls from the Philippines to anywhere in the world.

6.2 The Subscriber is allowed to make calls from other countries to the Philippines.

7.1 Except as permitted by law, and as permitted expressly by this Agreement, the Subscriber shall not itself, nor allow any third party to duplicate or otherwise reproduce in whole or in part the Service or any part thereof.

7.2 Except to the extent permitted by law, the Subscriber shall not modify, reverse assemble, decompile, or reverse engineer the Service or any part thereof or merge the Database or Software with any other software.

7.3 Except as permitted by law, and as permitted expressly by this Agreement, the Subscriber shall not itself, nor allows any third party to use the service in violation of Law.

PinoyNumber intends to respect its subscribers' privacy and will not monitor the communications. However, you agree that PinoyNumber has the right, but not the obligation, to monitor or disclose the contents of private communication, if PinoyNumber is ordered by Statutory Authority to do so :

1. to comply with applicable law or valid legal process;
2. to protect national integrity or other like matter; or
3. in emergencies when a person's physical safety is at issue.

In addition, PinoyNumber reserves the right under appropriate circumstances to disclose the identity of a subscriber to third parties in response to a valid legal subpoena and to otherwise cooperate with legitimate police inquiries and lawful civil proceedings.

PinoyNumber does not control or take responsibility for any Content, goods, or services, which independent third parties may, available on or through the Service. Subscribers may receive blind opportunity advertisements, pyramid schemes, and other "get rich quick" schemes on or through the Service. These should be avoided or approached with ample skepticism. Please remember that PinoyNumber does not endorse, warrant, or guarantee the accuracy, completeness, usefulness, quality, or availability of any such Content, goods, or services, and your use thereof is solely at your own risk.

10.1 The Subscriber will take all reasonable steps to ensure that the Service is used in accordance with the terms and conditions of this Agreement.

10.2 The Subscriber agrees to indemnify the PinoyNumber for losses and expenses incurred by the PinoyNumber, which arise out of any misuse of the Service by the Subscriber or any misuse by any third party, where such misuse occurs as a result of breach by the Subscriber of this Agreement.

10.3 The Subscriber agrees that it is in a better position to foresee and evaluate any loss it may suffer in connection with this Agreement and that the fees payable to the PinoyNumber has been calculated on the basis of limitations and exclusions below and that it is the Subscriber's responsibility to effect such insurance as the Subscribers considers necessary in respect of such loss having regard to its particular circumstances.

10.4 The Subscriber undertakes to take all reasonable steps to prevent unauthorized access to the Service including usage beyond the limits indicated on the Order Form.

10.5 The Subscriber is responsible for ensuring that its hardware and software are capable of accessing the Service. The Subscriber is advised to use appropriate anti-virus software when accessing the Service. The PinoyNumber is not responsible for the availability.

10.6 The Pre paid cards once sold are neither returnable nor refundable under any circumstance.

10.7 The card shall be valid for a period of one year from the date of the activation i.e. from the date of first call or for such other period as may be specified in card.

10.8 In order to make call from the card the subscriber shall ensure that the minimum 1 minute talk time worth of the credit value in the card shall be available, if the same is not available, then the subscriber can not make the call to the desired destination.

10.9 The balance in card is not returnable or adjustable against another card for any reason, whatsoever.

11.1 PinoyNumber warrants that it owns or has obtained all necessary rights to grant this License.

11.2 The Service is supplied to the Subscriber on an "as is" basis and neither the Databases nor any part thereof has been written to meet the individual requirements of the Subscriber. It is the sole responsibility of the Subscriber to satisfy itself prior to entering this Agreement that the Service will meet its requirements and be compatible with its hardware/software configuration. The PinoyNumber makes no warranty or representation in that respect and no failure of any part or the whole of the Service to be suitable for the Subscriber's requirements shall entitle the Subscriber not to accept the same or give rise to any right or claim against PinoyNumber.

11.3 None of the clauses above shall apply so as to restrict liability for death or personal injury resulting from the negligence of the PinoyNumber or its appointed agents.

11.4 PinoyNumber is not liable for any indirect or consequential loss (including without limitation loss of profits, goodwill or data) howsoever arising suffered by the Subscriber and arising in any connection with this Agreement, whether or not the possibility of such loss has been discussed by the parties pre-contract.

11.5 Save where such liability arises out of breach of the warranty contained in Clause

11.6 PinoyNumber will have no liability for any liability of the Subscriber to any third party.

11.7 The Subscriber makes no express representations or warranties, which are to the effect that the Database is free of errors or omissions and the Subscriber shall not base any commercial decisions on the Data without independent verification of the Data.

11.8 PinoyNumber's aggregate maximum liability to the Subscriber in respect of any direct loss (or any other loss to the extent that such loss is not excluded by Clauses 11.3 and 11.4 above or otherwise) whether such claim arises in contract or in tort shall not exceed a sum equal to the total Subscription Fee or Usage Fee paid.

12.1. YOU AGREE THAT YOUR USE OF THE PRODUCT, SERVICE AND INTERNET IS SOLELY AT YOUR OWN RISK. YOU AGREE THAT THE PRODUCT AND THE SERVICE ARE PROVIDED ON AN "AS IS," "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, UNLESS SUCH WARRANTIES ARE LEGALLY INCAPABLE OF EXCLUSION.

12.2. EXCEPT TO THE EXTENT THAT SUCH DISCLAIMERS ARE EXPRESSLY PROHIBITED BY LAW, PinoyNumber DISCLAIMS ANY AND ALL LOSS, DAMAGE OR LIABILITY ARISING OUT OF OR RELATING TO YOUR USE OF THE SERVICE.

12.3. You may not rely on oral or written information or advice given by PinoyNumber officers, directors, employees, agents, authorized representatives, subcontractors or affiliates and/or their officers, directors, employees, agents, authorized representatives, or subcontractors or affiliates to create a warranty or increase the scope of warranty already established in these terms and conditions. Your rights and PinoyNumber's responsibilities are limited to the warranties that are expressed in these written terms and conditions that have been established by PinoyNumber to govern the use of the Service

13.1. You agree to defend, release, indemnify, and hold PinoyNumber, its affiliated companies and licensors, and its and their respective officers, directors, employees, agents, authorized representatives, and subcontractors harmless from all liabilities, claims and expenses, including without limitation reasonable attorneys fees, arising from breach of the Agreement by use of, or in connection with the posting or transmission of any Content or other material by or through your account on the Access Service.

13.2. You agree that PinoyNumber has the right, but not the obligation, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you pursuant to Paragraph 1 of this section. In such event, you shall have no further obligations pursuant to Paragraph 1 of this section.

14.1 Neither this License nor any of the rights and obligations of the Subscriber hereunder may be assigned, transferred, charged, sub-licensed, delegated or disposed of in whole or in part on a temporary or a permanent basis without the prior written consent of the PinoyNumber.

14.2 The physical media on which any part of the Service is delivered to the Subscriber remains the legal property of the PinoyNumber.

15.1 This License shall have an initial period of 12 months from the Start Date unless a different initial period is indicated on the Packages as mentioned in the site.

15.2 PinoyNumber may terminate this Agreement at any time immediately by written notice to the Subscriber in the event of an irremediable breach by the Subscriber of this Agreement or after the Subscriber, in the PinoyNumber's reasonable opinion, has failed to remedy a remediable breach of these terms and conditions within 14 days of being given notice to do so. PinoyNumber can terminate contract on non receipt of due service fees within the due period.

15.3 PinoyNumber may terminate this Agreement immediately on written notice if an agreement between the provider of one or more of the Databases and the PinoyNumber is terminated. In this event, the PinoyNumber shall promptly make a pro rata refund to the Subscriber of any monies paid by the Client for the Service covering a period, which has not expired.

15.4 In the event of termination of this Agreement other than in accordance with Clause

15.5 The Subscriber shall cease to have access to or have any rights or license in respect of any Service provided on any media.

15.6 Termination of this Agreement shall be without prejudice to the parties' other rights or remedies.

16.1Entire Agreement

This agreement constitutes the entire agreement between the user and PinoyNumber with respect to this Web site and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written. A printed version of this agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. Fictitious names of companies, products, people, characters and/or data mentioned herein are not intended to represent any real individual, company, product or event. Any rights not expressly granted herein are reserved.

16.2 Severability

If any part of this agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the agreement shall continue in effect.

16.3 Modifications of Terms and Conditions

PinoyNumber reserves the right to change the terms, conditions, and notices under which this Web site is offered. CONTROLLING LAW. This website (excluding linked sites) is controlled by PinoyNumber from its offices within the state of California , U.S.A. It can be accessed from all 50 states, as well as from other countries around the world. As each of these jurisdictions has laws that may differ from those of California and the United States, by accessing this website both you and PinoyNumber agree that the statutes and laws of the state of California, without regard to the conflicts of laws principles thereof, will apply to all matters relating to use of this website. This agreement is governed by the laws of the State of California , U.S.A. You hereby consent to the exclusive jurisdiction and venue of the Superior Court of San Mateo County and the United States District Court for the Central District of California, U.S.A. in all disputes arising out of or relating to the use of this Web site. Use of this Web site is unauthorized in any jurisdiction that does not give effect to all provisions of these terms and conditions, including without limitation this paragraph. You agree that no joint venture, partnership, employment, or agency relationship exists between you and PinoyNumber as a result of this agreement or use of this Web site. PinoyNumber's performance of this agreement is subject to existing laws and legal process, and nothing contained in this agreement is in derogation of PinoyNumber's right to comply with governmental, court and law enforcement requests or requirements relating to your use of this Web site or information provided to or gathered by PinoyNumber with respect to such use.

16.4 Contact Information

Refer to the Contact Us if you have any questions or problems.

16.5. INFANCY:

You attest that you are of legal age to enter into this Agreement.

16.6. ACCEPTANCE OF AGREEMENT:

You acknowledge that you have read this Agreement and agree to all its terms and conditions. You have independently evaluated the desirability of participating in the affiliate network and are not relying on any representation, guarantee or Statement other than as set forth in this Agreement.