COMMUNICATION SERVICES TERMS & CONDITIONS

Updated: March 14, 2025

 

These Communication Services Terms and Conditions (“Policy”) governs provision of the telecommunication Services by Third Parties Providers through Voximplant Platform under the terms of Voximplant Master Subscription Agreement (“Agreement”) between Voximplant, Inc., a Delaware corporation with the principal address at 150 West 25th Street, RM 403 New York City, NY 10001, United States of America ( “Voximplant”, “us” or “we”) and the Client (“you” or “Client”).

Unless otherwise provided herein, the Policy is subject to the terms of the Agreement and capitalized terms will have the meaning specified in the Agreement.

 

1. GENERAL RESTRICTIONS AND LIMITATIONS

1.1. Client accepts that the Service is provided for professional use only, and Client agrees that its use of the Service shall not include:

  • sending unsolicited marketing messages or broadcasts (i.e., spam);
  • sending any prohibited calls to life-line services, such as hospitals, fire, police, 911, or utility-related telephone numbers;
  • using strings of numbers, as it is unlawful to engage two or more lines of a multi-line business;
  • harvesting, or otherwise collecting, information about others without their consent;
  • misleading others as to the identity of the sender of Client’s messages or broadcasts by creating a false identity, impersonating the identity of someone/something else, or by providing contact details that do not belong to Client;
  • transmitting, associating, or publishing any unlawful, racist, harassing, defamatory, abusive, threatening, demeaning, immoral, harmful, vulgar, obscene, pornographic, or otherwise objectionable material of any kind;
  • transmitting any material that may infringe upon the intellectual property rights of third parties, including trademarks, copyrights, and right of publicity;
  • transmitting any material that contains viruses, trojan horses, worms, time bombs, cancel-bots, or any other harmful or deleterious programs;
  • interfering with, or disrupting, networks connected to the Service or violating the regulations, policies, or procedures of such networks;
  • interfering with, or disrupting, networks connected to the Service or violating the regulations, policies, or procedures of such networks;
  • interfering with another's use and enjoyment of the Service;
  • engaging in any other activity that Provider reasonably believes could subject it (including, without limitation, its directors, officers, employees, contractors, partners, agents and other representatives) to criminal or civil liability.

1.2. Client agrees to provide legal contact information (including name of legal entity, registered address and corporate number) to the users and other interested parties in any outbound campaign within any voice broadcast’s initial greeting message. Client also agrees to provide its own sound files for all outbound voice broadcast campaigns. Provider will not be liable for any misuse of the Service by Client. Provider is not responsible for the views and opinions contained in any of Client’s messages or broadcasts. Client further agrees that Provider is, under no circumstances, responsible for the contents and/or accuracy of Client’s messages or broadcasts and that Provider will only transmit them on a basis of good faith that Client uses the Service in accordance with this Agreement.

1.3. Provider does not provide telecommunication services. Provider transmits and receives text messages and voice broadcasts via other major telecommunications companies and mobile network operators which are Third Party Providers, and thus Provider’ influence over the timing of the transmission of messages and broadcasts is only within the technical constraints imposed upon Provider.  While Provider shall use commercially-reasonable efforts to transmit messages and broadcasts to the applicable network for final delivery to the designated recipients as fast as possible, Provider cannot commit to, and does not guarantee, a specific maximum delivery time. Such times depend on various network and system-related factors among the various entities involved in the transmission of messages and broadcasts across the public switched telephone network and/or Internet. Communications carriers assign text messages and voice broadcasts with a default lifetime and any message or broadcast that cannot be delivered successfully within the lifetime assigned to it will be discarded by the communications carrier without any notice. Provider is not liable for any loss incurred by the failure of a message or broadcast to be delivered, and Client acknowledges that damages for financial or other loss resulting from delivery failure cannot be claimed from Provider for any such non-deliveries. Furthermore, to the full extent permitted by law, Client agrees that message and broadcast contents are deemed to have zero value.

1.4. Client understands and agrees that following the termination of the Terms of Service for any reason, Client’s number(s) may be re-assigned to another customer. Client agrees that Provider will not be liable for damages (including, without limitation, consequential or special damages) arising out of any such re-assignment and Client hereby waives any claims with respect to any such re-assignment, whether based on contractual, tort or other grounds, even if Provider has been advised of the possibility of damages.

1.5. Client understands and agrees that Third Party Providers such as telecommunications operators may need to change the telephone number(s) assigned to Client. Client agrees that Provider will not be liable for damages (including, without limitation, consequential or special damages) arising out of any such change in the telephone number(s) assigned to Client and Client hereby waives any claims with respect to any such change, whether based on contractual, tort or other grounds, even if Provider has been advised of the possibility of damages.

1.6. Client represents and warrants that the owners of the phone numbers that Client initiates messages or broadcasts to, or through, the Service, have consented or otherwise opted-in to the receipt of such messages and broadcasts as required by any applicable law or regulation. Client agrees that Client will include clear opt-out/unsubscribe information in Client’s messages or broadcasts when required to do so by any applicable law or regulation, and that Client will otherwise adhere to the Consumer Best Practices Guidelines promulgated by the Mobile Marketing Association, if applicable to Client’s messages.

 

2. TELEPHONE NUMBERS

Customer acknowledges and agrees that its use of the Services or any of the telephone numbers that may be provide in connection with use of the Services do not grant Customer any ownership or other rights in the telephone number other than the limited, revocable use rights expressly set forth in this Agreement. Customer does not have the right to use those telephone numbers indefinitely. Customer acknowledges and agrees that telephone numbers may be reclaimed by Voximplant or the applicable Third Party Provider from time to time during the Term and may be re-assigned to other customers after the Term. Voximplant reserves the right to reclaim any phone number from Client’s account if Client does not send sufficient traffic over that phone number such that the phone number is unutilized or underutilized, as defined by any local, federal, and/or national regulatory agency and/or governmental organization with oversight over the relevant phone number and numbering plan. Voximplant also reserves the right to reclaim phone numbers from accounts suspended for failure to pay and/or suspended for suspected fraud. Client may not transfer or assign the telephone numbers provided to Client.

 

3. NO INTENTIONAL CALLS TO NON-RBOC AREAS

Client agrees that it will not purposely route calls to high-cost non-RBOC (Regional Bell Operating Company) areas for origination or termination of telecommunications traffic on or through the Service. Calls may be monitored and reported upon each billing cycle to ensure sound traffic patterns. Provider will address any excessive routing of high-cost calls by Client, and commercially reasonable penalties may be assessed to recover excess charges from Provider’s VoIP termination companies.

 

4. EMERGENCY SERVICES

Client also acknowledges and understands that Provider does not currently allow Client to access any 911 or similar emergency services (no traditional 911, E911, 112 in the European Union or similar access to emergency services) unless (i) such services are expressly preapproved in writing  The Service is not intended to replace any primary phone service, such as a traditional landline or mobile phone, that may be used to contact emergency services. This provision does not apply to Austria and Switzerland.

THE WEBSITE AND THE SERVICE DOES NOT AND IS NOT INTENDED TO SUPPORT OR CARRY EMERGENCY CALLS TO ANY EMERGENCY SERVICES.  “EMERGENCY SERVICES” SHALL MEAN SERVICES THAT ALLOW A USER TO CONNECT WITH EMERGENCY SERVICES PERSONNEL OR PUBLIC SAFETY ANSWERING POINTS SUCH AS 911 OR E911 SERVICES PROVIDER AND ITS AFFILIATES SHALL NOT BE HELD LIABLE WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER FORM OF LIABILITY FOR ANY CLAIM, DAMAGE, OR LOSS (AND YOU HEREBY WAIVE ANY AND ALL SUCH CLAIMS OR CAUSES OF ACTION), ARISING FROM OR RELATING TO YOUR INABILITY (OR YOUR USERS’ INABILITY) TO USE THE SERVICE TO CONTACT ANY EMERGENCY SERVICES, OR CLIENT’S FAILURE (OR CLIENT’S USERS’ FAILURE) TO MAKE ADDITIONAL ARRANGEMENTS TO ACCESS EMERGENCY SERVICES.

 

5. PORTING NUMBERS

If Client “ported in” any telephone number(s) in connection with its use of Service or Provider assigned Client one or more toll free telephone numbers, Client may be entitled to “port out” a telephone number under non-U.S. law. Subject to applicable law, Client may “port out” such number(s) only if it satisfies the following requirements: (1) Client provides written notice to Provider of its intent to “port out” such number(s) no later than 30 days after providing Provider notice of its intent to terminate its use of the Service (the “Porting Notice Period”); (2) Client’s new telephone carrier provides Provider’s telephone carrier a duly executed porting request prior to the expiration of the Porting Notice Period; (3) Client has paid Provider for the Service provided to Client prior to the date Client provides Provider notice of its intent to terminate its use of the Service; and (4) Client has paid Provider any administrative fees associated with processing the port. Client hereby authorizes Provider to charge its account in the applicable amount for the administrative fees in subsection (4) above or to otherwise arrange to make this payment to Provider within the Porting Notice Period. Regardless of when the port out is complete, Client will continue to be responsible to pay all applicable account fees with respect to the telephone numbers until Client formally terminates use of the Services pursuant to these Terms of Service. If Client fails to satisfy any of the foregoing requirements, Provider remains the customer of record over the number(s) and Client is expressly prohibited from causing or attempting to cause such number(s) to be transferred to any other service provider, telephone carrier or any other person or entity. Provider also retains the right to reclaim the number(s) from Client after the number(s) are ported out in contravention with these requirements and authorizes Provider to charge Client’s account or take any other measures to collect the costs associated with causing the number(s) to be returned to Provider. Client understands and agrees that even if it satisfies the requirements set forth in this section, technical or procedural difficulties or interruptions may occur when attempting to port out these numbers and such difficulties or interruptions may prevent Client’s new carrier from porting the numbers. Provider is not responsible for such technical or procedural difficulties or interruptions.

Client further agrees that it will have use of the telephone number(s) that are provided as part of the Service only until the end of the Term. Client understands and agrees that Provider is the customer of record for all telephone number(s) provided as part of the Service and, therefore, Provider has certain rights with respect to porting of the number(s) (“Porting” is causing or attempting to cause number(s) to be transferred, switched, or otherwise moved to any other service provider, telephone carrier, or any other person or entity). As the customer of record for the telephone number(s), Provider owns the telephone number(s) assigned to Client. Provider reserves the right to refuse to port any telephone number(s) in its sole discretion without any liability whatsoever.

 

6. DO-NOT-CALL LIST

Client further agrees that any individuals requesting Do-Not-Call (“DNC”) status shall be immediately placed on Client’s DNC accounts list and Client further agrees that Client will not initiate any further messages or broadcasts to any individuals after they request DNC status.

 

7. COMMUNICATION LAWS AND REGULATIONS

Client agrees to familiarize itself with and abide by all applicable local, state, national, foreign and international laws and regulations pertaining to Client’s use of the Service. Client is solely responsible for all acts or omissions that occur under Client’s account, including, without limitation, the content of the messages and broadcasts that Client create and initiate through the Service, the Telephone Consumer Protection Act (TCPA), Federal Trade Commission and Federal Communications Commission rules, the National DNC list registry rules, and various state laws, rules, and regulations place restrictions on certain types of phone calls and text messages. Without limiting the foregoing, Client agrees to familiarize itself with the legal requirements triggered by any messages, calls, broadcasts, and campaigns transmitted through the Service by visiting the following websites:

Provider is in no way attempting to interpret any laws, rules, or regulations. This information is provided merely as a courtesy, and it is not intended to replace Client’s responsibility to familiarize itself with and abide by the legal requirements pertaining to Client’s messages, broadcasts, and campaigns prior to using the Service. Client shall be ultimately responsible to make Client’s own informed decisions regarding Client’s messages, broadcasts, and campaigns.