Last updated: July 1, 2025

These Terms of Service are effective immediately for existing and new VOIP CHAT (the “Service”) accounts on or after July 1, 2025. Please be aware that your continued use of our services or activating our service after July 1, 2025 constitutes your acceptance of these Terms of Service. By activating or using our Service, you represent that you are authorized to enter into this agreement and that you have read and understand this agreement.

If you have a separate written agreement with VOIP Networks, these Terms of Service will be appended to and made a part of that agreement.  If you have not already entered into such an agreement, by accepting these Terms, you will be deemed to have entered into our Master Services Agreement, AS posted ON VOIP NETWORKS’ WEBSITE, and you represent and warrant that accept and agree to the master services agreement. In the event of a conflict between the applicable agreement (the “MSA”) and these Terms of Service, the MSA will control; provided that if the MSA does not contain provisions concerning the same issue as a provision herein, the provision of these Terms will apply to the VOIP CHAT Service only.

Legal Terms

PLEASE REVIEW THESE TERMS CAREFULLY. ONCE ACCEPTED, THESE TERMS BECOME A BINDING LEGAL COMMITMENT BETWEEN YOU AND VOIP NETWORKS.

THE SERVICES ARE INTENDED FOR BUSINESS USE OR USE IN CONNECTION WITH AN INDIVIDUAL’S TRADE, CRAFT, OR PROFESSION ONLY.

In these Terms of Service (referred to as these ‘Terms’ or, collectively with the MSA, this ‘Agreement’), the terms ‘you’, ‘your’, or ‘Customer’ refer to you. If you are creating an account in order to use the Services on behalf of an organization, then you are agreeing to these Terms for that organization and promising to us that you have the authority to bind that organization to these Terms (and, in which case, the term ‘you’ ‘your’ or ‘customer’ refer to that organization). The exception to this is if that organization has a separate written agreement with us covering the use of the Services, in which case that agreement will govern such use. Additionally, these Terms only apply to our VOIP CHAT Service, and all other services and products provided by us are governed by our Master Services Agreement or other form of contract designated by us. The terms ‘we’, ‘us,’ ‘our’ or ‘VOIP Networks’ refer to VOIP Networks or Customer may also be referred to individually as ‘party’ and together as ‘parties’ in these Terms. To be eligible to create an account in order to use the Services, you must review and accept these Terms.

We may provide updates to these Terms from time to time. We will provide notice of such revisions by posting revisions to our website or sending an email to the email address that you provide to receive communications from us. You agree to visit our website and to check your email box to review any such revisions.

Except as otherwise specified by us, updates will be effective and binding upon the date indicated at the top of these Terms. The updated version of these Terms will supersede all prior versions.

Following such notice, your continued use of the Services on or after the date the updated version of these Terms is effective and binding constitutes your acceptance of such updated Terms. If you do not agree to the updated version of these Terms, you must stop using the Services immediately.

1. Definitions

“Affiliate” means any entity that directly or indirectly controls or is controlled by, or is under common control with, the party specified. For purposes of this definition, “control” means direct or indirect ownership of more than fifty percent (50%) of the voting interests of the subject entity.

“Customer Data” means data and other information made available by or for you, to our messaging service provider, through the use of the Services under this Agreement.

“Documentation” means VOIP Networks documentation, including any usage guides and policies, for the Service.

“Malicious Code” means code, files, scripts, agents, or programs intended to do harm, including, for example, viruses, worms, time bombs and Trojan horses.

“Order Form / Quote Form” means an ordering document between you and VOIP Networks (or any of their Affiliates) that specifies mutually agreed upon rates for certain Services and other commercial terms, including any applicable minimum spend commitments.

“Privacy Policy” means the privacy notice for the Services, the current version of which is available at Privacy Statement.

“Services” means the VOIP CHAT products and services provided by VOIP Networks or its Affiliates, as applicable, that (a) you use, including, without limitation, products and services that are on a trial basis or otherwise free of charge or (b) you order under an Order / Quote Form.

“Service Usage Data” means any data that is derived from the use of the Services that does not directly or indirectly identify you, your end users, or any natural person and includes (a) data such as volumes, frequencies, bounce rates and Service performance data and (b) subject to any restrictions under applicable law or regulation, data that is anonymized, de-identified, and/or aggregated such that it could no longer directly or indirectly identify you, your end users, or any natural persons.

“Support Terms” means the terms of support for the Services, which will be provided to you upon request.

“Acceptable Use Policy” means certain terms relating to the use of the Services, including the Service and Country Specific Requirements set forth therein, the current version of which is available on our website.

Capitalized terms not defined in this Section 1 will have the meaning given to them in this Agreement.

2. Account Creation and Information

If you breach these Terms, including, without limitation, your payment obligations in Section 6 (Fees and Payment Terms), you are strictly prohibited from creating new accounts until you remedy such breach in full.

2.1 Description of Service.

VOIP Networks provides services for online text messaging from an array of business applications and devices (“Service” or “Services”). You may use the Services for your business use or for internal business purpose in the organization that you represent. You may connect to the Services using any Internet browser supported by the Services. You are responsible for obtaining access to the Internet and the equipment necessary to use the Services. You can create and edit content with your user account and if you choose to do so, you can publish and share such content.

2.2 Account creation.

To use the Services, you will be required to work with VOIP Networks to complete campaign and brand registration. VOIP Networks will work on your behalf with the campaign registry to validate the campaign and name brand. Best practices can be found at https://www.ctia.org/the-wireless-industry/industry-commitments/messaging-interoperability-sms-mms

Once the campaign and brand registrations has been approved by the governing body, VOIP Networks will then provide Customer with an account to begin building out services and grant access to administer your account. If you already have an account with VOIP Networks under an agreement with us, your account will be updated to reflect the addition of the Services hereunder.

2.3 Organization Accounts and Administrators.

When you sign up for an account for your organization you may specify one or more administrators. The administrators will have the right to configure the Services based on your requirements and manage end users in your organization account. If your organization account is configured on your behalf by a third party, it is likely that such third party has assumed administrator role for your organization. Make sure that you enter into a suitable agreement with such third party specifying such party’s roles and restrictions as an administrator of your organization account.

You are responsible for:
i) ensuring confidentiality of your organization account password,
ii) appointing competent individuals as administrators for managing your organization account, and
iii) ensuring that all activities that occur in connection with your organization account comply with this Agreement.

You are responsible for taking necessary steps for ensuring that your organization does not lose control of the administrator accounts. You may specify a process to be followed for recovering control in the event of such loss of control of the administrator accounts by sending an email to support@voipnetworks.com, provided that the process is acceptable to VOIP Networks. In the absence of any specified administrator account recovery process, VOIP Networks may provide control of an administrator account to an individual providing proof satisfactory to VOIP Networks demonstrating authorization to act on behalf of the organization. You agree not to hold VOIP Networks liable for the consequences of any action taken by VOIP Networks in good faith in this regard.

2.4. Communications from VOIP Networks.

The Service may include certain communications from VOIP Networks, such as service announcements, administrative messages and newsletters. You understand that these communications shall be considered part of using the Service. As part of our policy to provide you total privacy, we also provide you the option of opting out from receiving newsletters from us. However, you will not be able to opt-out from receiving service announcements and administrative messages.

2.5 Complaints.

If we receive a complaint from any person against you with respect to your activities as part of use of the Services, we will forward the complaint to the primary email address of your user account. You must respond to the complainant directly within 10 days of receiving the complaint forwarded by us and copy VOIP Networks in the communication. If you do not respond to the complainant within 10 days from the date of our email to you, we may disclose your name and contact information to the complainant for enabling the complainant to take legal action against you. You understand that your failure to respond to the forwarded complaint within the 10 days’ time limit will be construed as your consent to disclosure of your name and contact information by VOIP Networks to the complainant.

3. Provision of the Services

3.1 Our Responsibilities.

We will
(a) make the Services available to you in accordance with these Terms, including any usage guides and policies for the Services and any applicable ordering document between the parties that specifies mutually agreed upon rates for certain Services and other commercial terms, including any applicable minimum spend commitments (‘Quote Form’);
(b) provide the Services in accordance with laws applicable to our provision of the Services to our customers generally (i.e. without regard for your particular use of the Services), subject to your use of the Services in accordance with these Terms, the applicable Documentation, and any applicable Quote Form(s);
(c) make commercially reasonable efforts to use industry standard measures designed to scan, detect, and delete code, files, scripts, agents, or programs intended to do harm, including, for example, viruses, worms, time bombs and Trojan horses;
(d) if applicable, use trained, qualified personnel to provide the Services; and
(e) use commercially reasonable efforts to provide you with applicable support for the Services.

3.2 Suspension of Services.

We may suspend the Services or temporarily disable access to whole or part of any Service immediately upon notice to you for cause if, we in good faith, determine:
(a) that you or an end user materially breaches (or we, in good faith, believe that you or an end user has materially breached) any provision of these Terms or our Acceptable Use Policy, including any additional documents or policies incorporated therein;
(b) there is an unusual and material spike or increase in your use of the Services and that such traffic or use is fraudulent or materially and negatively impacting the operating capability of the Services;
(c) that our provision of the Services is prohibited by applicable law or regulation;
(d) there is any use of the Services by you or an end user that in our judgment threatens the security, integrity, or availability of the Services; or
(e) that information in your account is untrue, inaccurate, or incomplete. You remain responsible for the Fees (as defined below),
(f) any suspected illegal activity,
(g) that there are extended periods of inactivity, or
(h) where there are requests by law enforcement or other government agencies to suspend Services.
If we suspend the Services pursuant to this Section 3.2 or Section 6.3 (Fees and Payment Terms), we will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that you may incur in connection with any such suspension.
Objections to suspension or disabling of user accounts should be made to support@voipnetworks.com within 30 days of being notified about the suspension. We may terminate a suspended or disabled user account after 30 days. We will also terminate your user account on your request.
You have the right to terminate your user account if VOIP Networks breaches its obligations under these Terms and in such event, you will be entitled to prorated refund of any prepaid fees. Termination of user account will include denial of access to all Services, deletion of information in your user account such as your email address and password and deletion of all data in your user account.

3.3 Changes to the Services.

The features and functions of the Services, including the APIs, may change over time; provided, however, we will not materially decrease the overall functionality of the Services. Although we try to avoid making changes to the Services that are not backwards-compatible, if any such changes become necessary, we will use reasonable efforts to let you know at least sixty (60) days prior to implementation. In the event we make a non-backwards compatible change and such change materially and negatively impacts your use of the Services (‘Adverse Change’), (a) you will notify us of the Adverse Change and (b) we may agree to work with you, in our sole discretion, to resolve or otherwise address the Adverse Change, except where we, in our sole discretion, have determined that an Adverse Change is required for security reasons, by telecommunications providers, or to comply with applicable law or regulation.

3.4 Sample Files and Applications.

We may provide sample files and applications for the purpose of demonstrating the possibility of using the Services effectively for specific purposes. The information contained in any such sample files and applications consists of random data. We make no warranty, either express or implied, as to the accuracy, usefulness, completeness or reliability of the information or the sample files and applications.

4. Your Responsibilities

You will:
(a) be solely responsible for all use of the Services and Documentation under your account, including the quality and integrity of any data and other information made available to us by or for you through the use of the Services under these Terms (‘Customer Data’);
(b) not transfer, resell, lease, license, or otherwise make available the Services to third parties or offer them on a standalone basis;
(c) use the Services only in accordance with these Terms and your MSA, including our  policies referenced herein as the same may be modified from time to time, the applicable Documentation, any applicable Quote Form(s), and all applicable laws and regulations;
(d) be solely responsible for all acts, omissions, and activities of anyone who accesses or otherwise uses the Services, whether or not such person was authorized by Customer to access or use the Services, including without limitation, by ensuring end users’ compliance with these Terms, the applicable Documentation, any applicable Quote Form(s), and applicable law or regulation;
(e) do your best to prevent unauthorized access to or use of the Services and notify us promptly of any such unauthorized access or use;
(f) provide reasonable cooperation regarding information requests from law enforcement, regulators, or telecommunications providers; and
(g) comply with the representations and warranties you make in Section 8 (Representations, Warranties, and Disclaimer).

We will not be liable for any loss or damage arising from unauthorized use of your account. You will remain obligated to pay all amounts due under your account, whether or not such amounts are due to unauthorized or fraudulent use of the Services under your account.

If you are the party that accepted these Terms and you re-assign your account to a third-party reseller for administration purposes, such account re-assignment will not excuse your obligations under these Terms. Your use of the Services will continue to be subject to these Terms.

5. Affiliates

5.1 Your Affiliates.

Your Affiliates are not permitted to use the Services under these Terms that you accepted. Each of your Affiliates that wants to use the Services must accept these Terms individually and create its own account.

5.2 Our Affiliates.

Our Affiliates may provide the Services, or a portion thereof, to you in accordance with these Terms, the MSA or any other applicable contract between you and us, and any applicable Quote Form(s) with such Affiliates. We will (a) be responsible for the Services our Affiliates provide and (b) not be relieved of our obligations under these Terms if our Affiliates provide the Services or a portion thereof. We will enforce these Terms relating to the Services our Affiliates provide. Notwithstanding anything to the contrary in these Terms, our Affiliates may directly bill you (x) for the Services they provide or (y) solely as a billing agent for us or another Affiliate of ours providing the Services, as applicable.

6. Fees and Payment Terms

6.1 Fees.

You agree to pay fees in accordance with the then-current applicable rates set forth in the applicable Quote Form(s).
Additionally, we will charge you, and you will pay, in accordance with Section 6.3 (Fees and Payment Terms), any and all additional costs, fines, or penalties we incur from a governmental or regulatory body or telecommunications provider as a result of your use of the Services.

The Services are available under subscription plans of various durations. Your subscription will be automatically renewed at the end of each subscription period for a term no less than 1 year unless either of us informs the other that you or we (as the case may be) do not wish to renew the subscription. If either party does not wish to renew the subscription, it must give written notice to the other party at least sixty days prior to the renewal date.

From time to time, we may change the price of any Service. Any increase in charges will not apply until the expiry of your then-current billing cycle.

6.2 Taxes and Communications Surcharges.

6.2.1 Taxes.

All fees are exclusive of any applicable taxes, levies, duties, or other similar exactions imposed by a legal, governmental, or regulatory authority in any applicable jurisdiction, including, without limitation, sales, use, value-added, consumption, communications, or withholding taxes (collectively, ‘Taxes’). You will pay all Taxes associated with these Terms or the Services, excluding any taxes based on our net income, property, or employees. Taxes will be shown as a separate line item on an invoice.

6.2.2 Communications Fees.

All fees are exclusive of any applicable communications service or telecommunication provider (e.g., carrier) fees or surcharges, including without limitation, fees assessed in support of or related to communications regulatory programs (collectively, ‘Communications Fees’). In addition, we may charge you a “cost recovery fee” to recover our costs of complying with regulatory programs and requirements related to the Services. You will pay all Communications Fees and cost recovery fees associated with your use of the Services. Communications Fees and any cost recovery fee will be shown as a separate line item on an invoice.

6.2.3 Exemption.

If you are exempt from paying certain Taxes or Communications Fees, you will provide the necessary exemption information as requested by us or a valid exemption certificate issued by the appropriate authority via e-mail to support@voipnetworks.com. You will be exempt on a going-forward basis once we approve your exemption request. If the appropriate authority determines, at any time, that you are not exempt from paying any Taxes or Communications Surcharges, you will promptly pay such Taxes or Communications Surcharges to us, plus any applicable interest or penalties.

6.3 Payment Terms.

Payment obligations are non-cancellable and fees, Taxes, and Communications Fees (collectively, ‘Fees’) once paid, are non-refundable. Except as otherwise set forth in the applicable Quote Form(s) and subject to Section 6.4 (Payment Disputes), you will pay the Fees due under these Terms.

6.3.2 Invoicing Payment Terms.

Unless another billing method is set forth in a contract between you and us, invoices will be sent to you each month via email to the email address(es) you designate in your account. You will pay the Service fees and all other invoiced amounts (including without limitation Taxes and Communications Fees) due within thirty (30) days of the date of the invoice. Except as otherwise set forth in the applicable Quote Form(s), all amounts are payable in United States dollars. Subject to Section 6.4, if you fail to pay any amount when due, or to remedy such failure within fifteen (15) days of the date we provide you with written notice of the same, we may (a) assess, and you will pay, a late fee of the lesser of 1.5% per month or the maximum amount allowable by applicable law and (b) suspend the Services to all of your accounts until all Service fees and other amounts are paid in full.

6.4 Payment Disputes.

You will notify us in writing within thirty (30) days of the date we bill you for any Service fees that you wish to dispute. Where you are disputing any Service fees, you must act reasonably and in good faith and will cooperate diligently with us to resolve the dispute. We will not charge you a late fee or suspend the provision of the Services for unpaid amounts that are in dispute, unless you fail to cooperate diligently with us or we determine your dispute is not reasonable or brought in good faith.

7. Ownership, Customer Data, and Confidentiality

7.1 Ownership.

As between the parties, we exclusively own and reserve all right, title, and interest in and to the Services, the Documentation, our Confidential Information (as defined below), and any data that is derived from the use of the Services that does not directly or indirectly identify you, end users, or any natural person and includes (a) data such as volumes, frequencies, bounce rates and Service performance data and (b) subject to any restrictions under applicable laws, data that is anonymized, de-identified, and/or aggregated such that it could no longer directly or indirectly identify you, end users, or any natural person, and any feedback or suggestions provided by you or an end user regarding the Services. As between the parties, you exclusively own and reserve all right, title, and interest your Confidential Information, and Customer Data, subject to our rights to process Customer Data in accordance with these Terms.

7.2 Customer Data.

You grant us and our Affiliates the right to process Customer Data as necessary to provide the Services in a manner consistent with these Terms, and our Privacy Statement. If you do not agree with the terms of our Privacy Statement, you must stop using the Services immediately.

7.3 Personal Information and Privacy.

Personal information you provide to VOIP Networks through the Service is governed by our Privacy Statement.  Your election to use the Service indicates your acceptance of the terms of the our Privacy Statement. You are responsible for maintaining confidentiality of your username, password and other sensitive information. You are responsible for all activities that occur in your user account and you agree to inform us immediately of any unauthorized use of your user account by email to support@voipnetworks.com. We are not responsible for any loss or damage to you or to any third party incurred as a result of any unauthorized access and/or use of your user account, or otherwise.

7.4 User Generated Content.

You may transmit or publish content created by you using any of the Services or otherwise. However, you shall be solely responsible for such content and the consequences of its transmission or publication. Any content made public will be publicly accessible through the internet and may be crawled and indexed by search engines. You are responsible for ensuring that you do not accidentally make any private content publicly available. Any content that you may receive from other users of the Services or otherwise obtained through the use of the Services is provided to you AS IS for your information and personal use only and you agree not to use, copy, reproduce, distribute, transmit, broadcast, display, sell, license or otherwise exploit such content for any purpose, without the express written consent of the person who owns the rights to such content. In the course of using any of the Services, if you come across any content with copyright notice(s) or any copy protection feature(s), you agree not to remove such copyright notice(s) or disable such copy protection feature(s) as the case may be. By making any copyrighted/copyrightable content available on any of the Services you affirm that you have the consent, authorization or permission, as the case may be from every person who may claim any rights in such content to make such content available in such manner. Further, by making any content available in the manner aforementioned, you expressly agree that VOIP Networks will have the right to block access to or remove such content made available by you if VOIP Networks receives complaints concerning any illegality or infringement of third party rights in such content. By using any of the Services and transmitting or publishing any content using such Service, you expressly consent to determination of questions of illegality or infringement of third party rights in such content by the agent designated by VOIP Networks for this purpose.
We or our affiliates can use and disclose any data that you provide to us in order to provide you with our services according to our promises in these terms and the terms of our affiliates. If you do not agree with our terms you must stop using our services immediately.

7.5 Confidentiality.

7.5.1 Definition.

‘Confidential Information’ means any information or data, regardless of whether it is in tangible form, disclosed by either party (‘Disclosing Party’) to the other party (‘Receiving Party’) that is marked or otherwise designated as confidential or proprietary or that should otherwise be reasonably understood to be confidential given the nature of the information and the circumstances surrounding disclosure, including, without limitation, Quote Form(s), Customer Data, security reports and attestations, audit reports, customer lists, pricing, concepts, processes, plans, designs and other strategies, ‘know how’, financial, and other business and/or technical information and materials of Disclosing Party and its Affiliates. Confidential Information does not include any information which: (a) is publicly available through no breach of these Terms or fault of Receiving Party; (b) was properly known by Receiving Party, and to its knowledge, without any restriction, prior to disclosure by Disclosing Party; (c) was properly disclosed to Receiving Party, and to its knowledge, without any restriction, by another person without breach of Disclosing Party’s rights; or (d) is independently developed by Receiving Party without use of or reference to the Confidential Information of Disclosing Party.

7.5.2 Use and Disclosure.

Except as otherwise authorized by Disclosing Party in writing, Receiving Party will not
(a) use any Confidential Information of Disclosing Party for any purpose outside of exercising Receiving Party’s rights or fulfilling its obligations under these Terms, or
(b) disclose or make Confidential Information of Disclosing Party available to any party, except to its, its Affiliates’, and their respective employees, legal counsel, accountants, contractors, and in our case, subcontractors (collectively, ‘Representatives’) who have a ‘need to know’ as necessary for Receiving Party to exercise its rights or fulfil its obligations under these Terms.
Receiving Party is responsible for its Representatives’ compliance with this Section 7.5. Representatives will be legally bound to protect Confidential Information of Disclosing Party under terms of confidentiality that are at least as protective as the terms of this Section 7.5. Receiving Party will protect the confidentiality of Confidential Information of Disclosing Party using the same degree of care that it uses to protect the confidentiality of its own confidential information but in no event less than reasonable care.

7.5.3 Compelled Disclosure.

Receiving Party may disclose Confidential Information of Disclosing Party if so required pursuant to a regulation, law, subpoena, or court order (collectively, ‘Compelled Disclosures’), provided Receiving Party gives Disclosing Party notice of a Compelled Disclosure (to the extent legally permitted). If notice is permitted, Receiving Party will provide reasonable cooperation to Disclosing Party in connection with a Compelled Disclosure at Disclosing Party’s sole expense.

7.5.4 Injunctive Relief.

The parties expressly acknowledge and agree that no adequate remedy may exist at law for an actual or threatened breach of this Section 7.5 and that, in the event of an actual or threatened breach of the provisions of this Section 7.5, the non-breaching party will be entitled to seek immediate injunctive and other equitable relief, without waiving any other rights or remedies available to it.

8. Representations, Warranties, and Disclaimer

8.1 Customer Data.

You represent and warrant that you have provided, and will continue to provide, adequate notices and have obtained, and will continue to obtain, the necessary permissions and consents to provide Customer Data to us for use and disclosure pursuant to Section 7.2 (Customer Data).

8.2 Services.

We represent and warrant that the Services, if used in accordance with these Terms and the applicable Documentation, will perform materially in accordance with the applicable Documentation. Our sole obligation, and your sole and exclusive remedy, in the event of any failure by us to comply with this Section 8.2 will be for us to, at our option, (a) remediate any material non-conformity or (b) refund to you the Fees you actually paid for the time period during which the affected Services do not comply with this Section 8.2. This warranty will not apply in the event that (a) the material non-conformity is caused by the acts or omissions of the Customer or its end users, including without limitation any modification of the Services or combining the Services with hardware, software, products or services not provided by us or approved in the Documentation; or (b) the Services are unavailable, interrupted or degraded due to any cause outside of our reasonable control.

8.3 Anti-Corruption and International Trade Laws.

Each party
(a) warrants that it will conduct business in accordance with all applicable anti-corruption, anti-money laundering, economic and trade sanctions, export controls, and other international trade laws, regulations, and governmental orders (collectively, ‘Anti-Corruption and Trade Laws’) in the jurisdictions that apply directly or indirectly to the Services, including, without limitation, the United States and
(b) represents that it has not made, offered, promised to make, or authorized any payment or anything of value in violation of Anti-Corruption and Trade Laws. You will promptly notify us in writing of any actual or potential violation of Anti-Corruption and Trade Laws in connection with the use of the Services and take all appropriate steps to remedy or resolve such violations, including any steps requested by us. You represent that you have obtained and warrant that you will continue to obtain all licenses or other authorizations required to export, re-export, or transfer the Services. Each party represents that it (and your end users) is not on any government prohibited, denied, unverified-party, sanctions, debarment, or exclusion list or export-controlled related restricted party list (collectively, ‘Sanctions Lists’). You will:
(i) immediately discontinue your use of the Services if you are placed on any Sanctions List and
(ii) remove an end user’s access to the Services if such end user becomes placed on any Sanctions List. You represent that you have not and warrant that you will not export, re-export, or transfer the Services to an entity on any Sanctions List without prior authorization from the applicable governmental authority. Notwithstanding anything to the contrary in this Agreement, either party may terminate this Agreement immediately upon written notice to the other party if the other party is in breach of its obligations in this Section 8.3. If your account is blocked because it is operating in a country or region prohibited under this Section 8.3, you will receive notice of your account being inoperable when you attempt to log into your account in such prohibited country or region.

8.4 DISCLAIMER.

WITHOUT LIMITING A PARTY’S  EXPRESS WARRANTIES AND OBLIGATIONS UNDER THESE TERMS, AND EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 8, THE SERVICES ARE PROVIDED ‘AS IS,’ AND WE MAKE NO WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, AND WE SPECIFICALLY DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT TO THE FULLEST EXTENT PERMITTED BY LAW. WE ADDITIONALLY DISCLAIM ALL WARRANTIES RELATED TO THIRD PARTY TELECOMMUNICATIONS PROVIDERS. YOU ACKNOWLEDGE THE INTERNET AND TELECOMMUNICATIONS PROVIDERS’ NETWORKS ARE INHERENTLY INSECURE. ACCORDINGLY, YOU AGREE WE ARE NOT LIABLE FOR ANY CHANGES TO, INTERCEPTION OF, OR LOSS OF CUSTOMER DATA WHILE IN TRANSIT VIA THE INTERNET OR A TELECOMMUNICATIONS PROVIDER’S NETWORK.

Except for any of our explicit warranties in this Section 8, we are offering our services ‘as is.’ You also understand that we are not responsible if anything happens to your data outside of our network or for anything that happens because of your use of our beta offerings, and we won’t indemnify for them either.

9. Indemnification

9.1 Indemnification by Us.

9.1.1 Scope of Indemnification.

We will defend you from and against any claim, demand, suit, or proceeding made or brought against you by a third party alleging that our provision of the Services infringes or misappropriates such third party’s intellectual property rights (‘Infringement Claim’).

9.1.2 Infringement Options.

In lieu of the indemnification provided for in Section 9.1.1, if our provision of the Services has become, or in our opinion is likely to become, the subject of any Infringement Claim, we may at our option and expense, as our sole obligation and your sole remedy with respect to such Infringement Claim:
(a) procure the right to continue providing the Services as set forth in these Terms;
(b) modify the Services to make them non-infringing; or
(c) if in our sole opinion, the foregoing options are not reasonably practicable, terminate these Terms, or, if applicable, terminate the Services that are the subject of any Infringement Claim, and refund you any unused pre-paid fees.

9.1.3 Limitations.

We will have no liability or obligation under this Section 9.1 with respect to any Infringement Claim
(a) arising out of or related to your use of the Services in breach of these Terms or any of our policies or documentation;
(b) arising out of or related to the combination, operation, or use of the Services with other applications, portions of applications, products, or services where the Services would not by themselves be infringing;
(c) arising out of or related to any other modification of the Services undertaken by you or any third party; or
(d) arising from Services for which there is no charge or for any charges are delinquent.

9.2 Indemnification by You.

You will indemnify, defend and hold harmless us, our officers, directors, employees, and Affiliates (collectively, “VOIP Networks Indemnified Parties’) from and against any claim, demand, suit, or proceeding made or brought against a VOIP Networks Indemnified Party by a  third party  alleging or arising out of your or any end users’ breach of Section 4 (Your Responsibilities) and any claims that your or any end users’ use of the Services infringes or misappropriates such third party’s intellectual property rights (collectively, ‘Customer Indemnifiable Claims’). You will indemnify, defend and hold the VoIP Network Indemnified Parties from any damages, fines or penalties imposed by a government or regulatory body, attorneys’ fees, and costs awarded against a VOIP Networks Indemnified Party or for settlement amounts approved by you for a Customer Indemnifiable Claim.

9.3 Conditions of Indemnification.

As a condition of the foregoing indemnification obligations:
(a) the indemnified party (‘Indemnified Party’) will promptly notify (‘Indemnifying Party’) of any Infringement Claim or Customer Indemnifiable Claim (individually and collectively referred to as a ‘Claim’); provided, however, any failure to give such prompt notice will not relieve Indemnifying Party of its obligations under this Section 9 except to the extent that  Indemnifying Party was actually and materially prejudiced by such failure;
(b) Indemnifying Party will have the sole and exclusive authority to defend or settle any Claim, or in the case of an Infringement Claim, we will have the sole and exclusive authority to exercise any of the alternatives in Section 9.1.2; and
(c) Indemnified Party will reasonably cooperate with Indemnifying Party in connection with Indemnifying Party’s activities under this Section 9 at Indemnifying Party’s expense.
Indemnified Party reserves the right, at its own expense, to participate in the defense of any Claim. Notwithstanding anything to the contrary in this Section 9, Indemnifying Party will not settle any Claims for which it has an obligation to indemnify pursuant to this Section 9 admitting liability or fault on behalf of Indemnified Party, nor create any obligation on behalf of Indemnified Party, without Indemnified Party’s prior written consent, which will not be unreasonably withheld, conditioned, or delayed.

9.4 Exclusive Remedy.

This Section 9 states Indemnifying Party’s sole liability to, and Indemnified Party’s exclusive remedy against, the other party for any third-party claims.

10. Use of Marks

You grant us the right to use your name, logo, and a description of your use case to refer to you on our website, earnings releases and calls, or marketing or promotional materials, subject to your standard trademark usage guidelines that you expressly provide to us.

The name VOIP Networks, the VOIP Networks logo, the names of individual VOIP Networks Services and their logos are the property of VOIP Networks. You agree not to display or use, in any manner, the VOIP Networks branding, without VOIP Networks prior permission.

11. Communication

You agree to receive email and text messages from VOIP Networks. Message frequency may vary.

11.1 Text messages

Text message and data rates may apply. For help, email us at support@voipnetworks.com.

11.2 Email

Email us at support@voipnetworks.com for any assistance.

12. Term, Termination, and Survival

12.1 Term.

These Terms, as may be updated from time to time, will commence on the date they are accepted by you and continue until terminated in accordance with Section 12.2 (Termination) or until the termination or expiration of the MSA (‘Term’).

12.2 Termination.

12.2.1 For Convenience.

Either party may terminate these Terms and close all of your accounts for any reason upon sixty (60) days written notice prior to the Quote Form(s) effective end date of service to the other party. Termination will result in the closure of all of your accounts.

12.2.2 Material Breach.

We may terminate these Terms (including all Quote Form(s)) and close all of your accounts in the event you commit any material breach as provided in the MSA.

12.3 Survival.

Upon termination of these Terms, the terms of the MSA that either explicitly or by their nature are intended to survive shall survive, as shall the following provisions of these Terms: Section 6 (Fees and Payment Terms), Section 7 (Ownership, Customer Data, and Confidentiality), Section 8.4 (Disclaimer), Section 9 (Indemnification), , and Section 13 (General).

12.4 Inactive User Accounts.

VOIP Networks reserves the right to terminate unpaid user accounts that are inactive for a continuous period of 120 days. In the event of such termination, all data associated with such user account will be deleted. We will provide you prior notice of such termination and option to back-up your data. The data deletion policy may be implemented with respect to any or all of the Services. Each Service will be considered an independent and separate service for the purpose of calculating the period of inactivity. In other words, activity in one of the Services is not sufficient to keep your user account in another Service active. In case of accounts with more than one user, if at least one of the users is active, the account will not be considered inactive.

13. General

13.1 No Waiver and Order of Precedence.

No failure or delay by either party in exercising any right or enforcing any provision under these Terms will constitute a waiver of that right, provision, or any other provision. Any waiver must be in writing and signed by each party to be legally binding. Titles and headings of sections of these Terms are for convenience only and will not affect the construction of any provision of these Terms. In the event of any conflict or inconsistency among the following documents, the order of precedence will be: (1) the applicable Quote Form, (2) these Terms, (3) any other terms incorporated by reference herein, and (4) the applicable Documentation. In the event of an actual conflict, the terms of the MSA and/or other any contract entered into between you and us will take precedence over these Terms and the other documents referenced herein.

13.2 Relationship.

Each party is an independent contractor in the performance of each and every part of these Terms. Nothing in these Terms is intended to create or will be construed as creating an employer-employee relationship or a partnership, agency, joint venture, or franchise. Each party will be solely responsible for all of its respective employees and agents and its respective labor costs and expenses arising in connection with its respective employees and agents. Each party will also be solely responsible for any and all claims, liabilities, damages, or debts of any type that may arise on account of each of its respective activities, or those of its respective employees and agents, in the performance of these Terms. Neither party has the authority to commit the other party in any way and will not attempt to do so or imply that it has the right to do so.

13.3 Severability.

If any provision of these Terms is held by a court or other tribunal of competent jurisdiction to be unenforceable, that provision will be limited or eliminated to the minimum extent necessary to make it enforceable and, in any event, the rest of these Terms will continue in full force and effect.

13.4 Notices.

Notices to us under these Terms will be provided via email to support@voipnetworks.com. Notices to you under these Terms may be provided via (a) email to the email address you designate in your account or (b) your account portal.

13.5 Government Terms.

We provide the Services, including any related software and technology, for ultimate federal government end use solely in accordance with these Terms. If you (or any end users) are an agency, department, or other entity of any government, the use, duplication, reproduction, release, modification, disclosure, or transfer of the Services, or any related documentation of any kind, including technical data, software, and manuals, is restricted by these Terms. All other use is prohibited and no rights other than those provided in these Terms are conferred. The Services were developed fully at private expense.