Marketplace Vendor Terms

Telephone Number Brokerage Service
Terms and Conditions

NumberBarn Users may choose to utilize NumberBarn's Telephone Number Brokerage Service (the "Service") to market and sell/license their registered telephone number(s) to unaffiliated third-parties ("Buyers") via the NumberBarn website and NumberBarn agent network. NumberBarn Users ("Sellers") who choose to make use of this Service authorize NumberBarn to exclusively work on their behalf in an attempt to sell/license and transfer rights and obligations of their telephone number(s). Buyers who choose to make use of this Service authorize NumberBarn to exclusively work on their behalf in an attempt to purchase rights and obligations of their desired telephone number(s). The complete Telephone Number Brokerage Service Terms and Conditions define the terms of use for the Service. NumberBarn reserves the right to change these Terms and Conditions, change the associated fees, or discontinue the Service without notice.

IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS, DO NOT USE OR ACCESS THIS SERVICE

1. Description of Service

NumberBarn's Telephone Number Brokerage Service (the "Service") is an optional service that NumberBarn offers to its Users ("Sellers", or "Seller") who wish to market and sell/license their telephone number properties ("Telephone Numbers"). Upon acceptance of these terms and conditions, Seller may designate Telephone Numbers in their NumberBarn account which they wish to sell/license, and assign NumberBarn the rights to sell/license those Telephone Numbers.

2. Scope of Service

The Service may only be used for the bona fide, good faith intention of selling and licensing Telephone Numbers listed and priced accordingly through the Service, and may not be used for the purposes of testing interest, and/or listing for the sake of testing value. All sales are final and cannot be revoked or cancelled after the sale/license has completed.

The Service is only available to NumberBarn accounts in good standing. NumberBarn reserves the right to approve or deny a User's application to use the Service, and/or terminate a User's access to the Service, at any time, and for any reason.

2. Telephone Number Brokerage Service (for Sellers)

2.1.1. Minimum Requirements

In order to apply for the Service, the User must meet the following minimum requirements:

• Agree to the Terms and Conditions throughout the time that the Telephone Numbers are to be listed for sale or license.
• User must be the true and correct owner of the Telephone Numbers, and/or have authorization to list the Telephone Numbers for sale or license.
• User must have authorized and transferred the telephone number into NumberBarn's number management system.
• The Telephone number(s) MUST be parked at NumberBarn for the duration of the Brokerage Service and while the number is listed for sale or license.
• User must set and maintain the selling/licensing price for their PHONE NUMBER INVENTORY.
• User must commit to transactions made through the Service.
• User must provide a valid and current W-9 form at the time of application.
• User must have an active PayPal account in good standing as all disbursements are made via PayPal.
• User agrees not to prematurely or without the knowledge of NumberBarn, port out Telephone Numbers(s) that have completed a sale or license through NumberBarn's marketplace.

Failure to meet the requirements listed above will result in NumberBarn limiting, restricting, suspending, or downgrading your vendor account.

NumberBarn may, in its sole discretion and without limiting other remedies, limit, suspend, or terminate the Seller's vendor account(s) and access to its services, remove any special status associated with the Seller's account(s), remove, not display, and/or demote listings, reduce or eliminate any discounts, and take technical and/or legal steps to prevent the Seller from using our Services.

NumberBarn shall not be liable to Seller or any third party for any reason for terminating Seller's access to Services or for modifying the terms of this service. NumberBarn can terminate the Seller's vendor dashboard access and participation in the marketplace at any time for any reason or no reason. Upon termination, NumberBarn will immediately deactivate the vendor dashboard, delist all Seller's telephone numbers within NumberBarn's marketplace and Telephone Number search results. All accrued payment obligations to seller will survive expiration or termination, and telephone numbers will remain parked in seller's account as long as they are active and in good standing.

2.1.2. NumberBarn's Duties

Upon applying to NumberBarn's Seller's Brokerage Service, NumberBarn's Brokerage Department will review your application to ensure that you fulfill the requirements set forth by this section. Once the terms and conditions are accepted, NumberBarn will enable you to list your telephone number in its marketplace based upon the listed sales or license price entered within your vendor dashboard. Telephone numbers are not considered listed until selected for listing and assigned a selling/licensing price. NumberBarn recommends confirming accuracy of your listing through the marketplace by searching www.numberbarn.com/search for your specific listed telephone number.

NumberBarn's marketplace search functionality will allow for Seller's telephone numbers to be displayed and included in search results when matching number(s), keyword(s), and other filter methods as entered in by a user initiated search query.

2.1.2.1. Transactions:

• For each Telephone Number sale or license initiated through NumberBarn's marketplace, NumberBarn shall attempt to verify the buyer and their ability to pay the full listing price of the telephone number within NumberBarn's marketplace.
• For each Telephone Number sale or license initiated through the NumberBarn's marketplace, NumberBarn shall collect full listing price from buyer and any associated taxes that may apply.
• Seller may not change or in any way modify the activation fee or sales or license price of the Telephone Number once a sale or license has begun and is pending.
• If Seller attempts to cancel, terminate or interfere with a pending sale or license this will be considered a violation of these terms and conditions and grounds for cancelling Service.
• Once a sale or license has been initiated, the seller will no longer be able to port away or relicense the number from their NumberBarn account.
• Upon completion of a sale or license, the seller's telephone number will be transferred to the buyer's account. NumberBarn is in no way held responsible for unintended transactions, sales or license based upon listed sales/license prices. All transactions are final.

2.1.2.2. Seller Compensation:

• Ten days after the sale or license of a Telephone Number is completed, proceeds from the completed sale or license will be available for payout. Proceeds from the completed sale or license are determined from monies collected based on the listed sales/license price minus brokerage commission as stated within the vendor's dashboard.
• NumberBarn is not responsible to pay out proceeds if no funds were collected from the buyer, or if a chargeback was issued within the first 30 days.
• NumberBarn will seek to restore telephone numbers to the seller's account that have had their sale or license cancelled, chargebacks issued against a completed sale or license, or sales have been determined to be fraudulent. Seller assumes responsibility for fraudulent sales or license and ports and understands that NumberBarn attempts to verify buyers, but in no way guarantees payment for numbers that were fraudulently ported from NumberBarn's marketplace.
• All proceeds due to seller will be paid out via PayPal through the vendor dashboard.
• All proceeds due to seller are categorized as Cost of Goods sold and viewed as an expense to NumberBarn not a service rendered by the seller.
• Seller is responsible for chargebacks related to the completed sales or licensing of their Telephone Numbers. NumberBarn attempts to verify and prevent fraudulent transactions, but NumberBarn is not responsible to pay out funds or cover costs for chargebacks on stolen Telephone Numbers. Seller's account balances will be adjusted accordingly.

2.1.3. Seller's Duties

2.1.3.1. Ordering and Application Process

If you believe that you meet the requirements set forth above, from the vendor dashboard, you will have the ability to apply for the Service to sell/license your telephone number(s) by clicking the "Sell" tab. You will then be directed to the Telephone Number Brokerage for Sellers Application page, whereby you must accept the Seller's Brokerage Terms and Conditions, and provide a valid and current W-9 (https://www.irs.gov/pub/irs-pdf/fw9.pdf). Once approved, seller will select and list telephone number(s) to be sold, set the desired sales or license price (i.e. understanding that it includes NumberBarn's commission fees), and if applicable: a minimum sales or license price, (i.e. lowest amount acceptable for NumberBarn to sell/license your number, excluding NumberBarn fees).

Phone Number Pricing and Listing:

• The Seller is responsible for setting, listing, and managing the activation fee of their PHONE NUMBER INVENTORY.
• Seller is responsible for accurately activating or deactivating their PHONE NUMBER INVENTORY within the marketplace. NumberBarn is not responsible or held accountable for telephone numbers sold through an active listing.
• Seller may not change, or in any way modify the activation fee or selling/licensing price for a listed Telephone Number once the transaction has begun and the sale/license is pending.

2.1.3.2. Seller's Application Accepted

To complete the Application process, you must agree to be bound to NumberBarn's Terms and Services by clicking the appropriate check box. While telephone numbers are listed through NumberBarn's marketplace, one of NumberBarn's senior broker's may act on your behalf to aggressively market and attempt to sell/license the requested telephone number.

2.1.3.3. Seller's Application Denied

If it is determined that your Application has not been accepted, your access to the Vendor dashboard will be blocked and telephone numbers will be prevented from being listed for sale or license.

2.1.3.4. Limitations of Seller Brokerage Service

By applying to NumberBarn's Brokerage Service, you agree to enable and allow one of NumberBarn's brokers to exclusively represent you as the current telephone owner to facilitate the sale or license of a telephone number(s). You are further aware that selling any sold telephone number(s) outside of NumberBarn, after the sale or license has completed is strictly prohibited, and may result in legal action taken by NumberBarn in order to recoup lost commission or other damages. Users of the Seller's Brokerage Service agree that NumberBarn, through the Service does not, in any way, provide any form of warranty and/or guarantee the sale or license of the telephone number, the willingness of prospective buyers, or any other guarantee with regards to the sale or license of the telephone number(s).

3. General Terms

3.1 Fees

Fees for the Service are specified within your vendor dashboard and are subject to change without notice. If NumberBarn is ultimately unsuccessful in negotiating the purchase, sale or license of your telephone number, you will pay no commission fees and your number will remain parked within your NumberBarn account.

3.2. License Terms

You agree that there are no license term limits. Licensed numbers can be held in perpetuity by the licensee, and can only be terminated by the licensee, not you, the licensor. There is no minimum term and no contract. License can be cancelled at anytime by the licensee, or automatically terminated by NumberBarn if licensee account is no longer active and in good standing. Upon termination of a license, telephone number will be returned and activated in licensor's account.

3.3. NumberBarn's Duties and Role as a Broker

You agree that NumberBarn, as your agent, has the express authority to act on your behalf to create a legal relationship with a third party buyer and/or seller with regard to the sale or license of the requested Telephone Numbers. NumberBarn's brokerage department will act in good faith and work diligently towards the sale or license of the requested Telephone Numbers in a manner and at terms that meet the requirements of all parties.

By participating in the Service, you are giving NumberBarn permission and consent to act on your behalf in the capacity of Telephone Number broker, whether actively marketing the sale or license of a telephone number for, you, the seller. You understand and agree that once engaged in NumberBarn's Brokerage Service, you are giving NumberBarn the authority to negotiate, actively market, and effectuate the negotiation of the sale or license of a telephone property. Notwithstanding, it is your responsibility to verify your sales or license price of the listed telephone number, as all completed sales are final.

You further understand and agree that NumberBarn has numerous other listings, and promotes transactions involving other telephone numbers registered to third parties, some of which may be deemed to compete with your purchase and/or sale/license of your telephone number(s). Users of NumberBarn's Brokerage Services consent to NumberBarn's possible representation of such other entities and shall not deem such activities as acting in bad faith. You are aware, understand, and agree that in certain situations, depending upon the circumstances, and unless agreed otherwise in writing, NumberBarn may act as an agent for both a seller and/or potential buyer of the specified telephone number(s). NumberBarn hereby discloses, and you consent to NumberBarn acting as a dual agent representing both a telephone owner and a potential buyer.

Please note that NumberBarn's Terms and Conditions for Brokerage as well as NumberBarn's general terms of service (https://www.numberbarn.com/terms) apply during all stages of brokerage, whether a Broker is successful at negotiating the sale or license of the telephone number or not.

3.4. Confidentiality of the Parties

Due to NumberBarn's strict respect for confidentiality, buyers and sellers remain anonymous throughout the sales/license process. NumberBarn records and publishes the completed sales/license price of Telephone Number(s) only through your vendor dashboard. NumberBarn does not release your personal information to public record, except as required by law or regulatory requirements. Your name or company name and contact information may be displayed within your respective NumberBarn accounts.

3.5. Relationship of Parties

The Parties hereto are independent entities. Nothing herein will be construed to place NumberBarn or Seller in a relationship of principal and agent or joint venture and neither NumberBarn nor Seller will have the power to obligate or bind the other in any manner whatsoever.

4. Additional Terms Conditions:
ADDITIONAL TERMS AND CONDITIONS APPLICABLE TO NUMBERBARN'S PRODUCTS AND SERVICES MAY BE FOUND AT https://www.numberbarn.com/terms, AND AS SUCH ARE INCORPORATED HEREIN.

5. Disclaimer of Warranties

EXCEPT AS SET FORTH HEREIN, NUMBERBARN AND USER EACH EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

6. Indemnification

User and NumberBarn each agree to indemnify, defend and hold harmless the other from and against any third party claim, action, suit, or proceeding arising out of the inaccuracy of any respective representation stated in above paragraphs. Such indemnity shall apply to all losses, damages, liabilities, and reasonable attorney's fees and costs incurred by the party receiving the benefit of this paragraph.

7. Limitations on Liability

Except for each party's respective indemnity obligations in the above section, in no event shall either party be liable for any special, incidental or consequential damages, or for interrupted communications, lost data or lost profits, arising out of or in connection with this Agreement. User expressly agrees that use of NumberBarn's services is at User's sole risk. NumberBarn, its employees, affiliates, agents, third-party information providers, merchants, licensers or the like, warrant that the Service will not be error free; nor do they make any warranty as to the results that may be obtained from the use of the Service or as to the accuracy, reliability or content of any information service or merchandise contained in or provided through the Service, unless otherwise expressly stated in this agreement.

8. Miscellaneous Provisions

1. This Agreement will be governed by California law without giving effect to principles of conflict of laws. Both parties agree to submit to jurisdiction in California, and that any action brought regarding the enforcement or interpretation of this Agreement shall be filed in San Diego County, CA. The prevailing party in any action will be entitled to reasonable attorney's fees and costs.
2. If any provision of this Agreement is held to be unenforceable for any reason, the remaining provisions shall remain in full force and effect.
3. The waiver of any breach of this Agreement will not operate as a waiver of any other or subsequent breach.
4. This Agreement constitutes the entire understanding and agreement between NumberBarn and User. This Agreement may only be amended in writing acknowledged by both parties.