VoIP Terms & Conditions.

1Services

PrimeCall provides Voice over Internet Protocol (“VoIP”) and related business communication services (the “Services”). Depending on the Customer’s selected plan, the Services may include local and long-distance calling, telephone numbers, voicemail, call routing and forwarding, messaging, fax, call recording, conferencing, mobile or desktop applications, contact-center features, integrations, equipment, and related support.

The specific Services, pricing, service locations, users, equipment, usage allowances, and term will be stated in the applicable order form, quote, service agreement, or account record. If a Service Document conflicts with this Agreement, the following order of priority applies unless expressly stated otherwise: (1) signed service agreement or order form; (2) applicable service-specific policy or addendum; and (3) this Agreement.

2Eligibility and Business Use

The Services are intended for lawful business use by persons and entities capable of entering into a binding contract. You are responsible for all use of the Services through your account, including use by your employees, contractors, agents, guests, and other authorized or unauthorized users, except to the extent caused by PrimeCall’s breach of this Agreement.

You must provide accurate account, billing, service-address, emergency-location, and contact information and keep that information current.

3Service Term, Renewal, and Cancellation

Unless an order form or service agreement states otherwise, Services are provided on a month-to-month basis and continue until terminated.

You may cancel month-to-month Services by providing at least thirty (30) days’ written notice. Cancellation becomes effective at the end of the applicable notice period. Charges incurred through the effective cancellation date remain due. Fixed-term Services, promotional commitments, financed or subsidized equipment, and minimum commitments are governed by the applicable order form or service agreement and may be subject to early-termination charges expressly stated there.

PrimeCall may suspend or terminate Services immediately if reasonably necessary to address fraud, unlawful activity, threats to the network or other users, security risks, excessive or abusive use, nonpayment, or a material breach of this Agreement. When reasonably practicable, PrimeCall will provide notice and an opportunity to cure before termination.

Upon termination, your right to use the Services ends. Provisions that by their nature should survive termination—including payment obligations, confidentiality, disclaimers, indemnification, limitations of liability, and dispute-resolution provisions—will survive.

4Charges, Billing, Taxes, and Payment

You agree to pay all charges described in the applicable Service Documents, including recurring service charges, usage-based charges, equipment charges, installation or professional-service fees, regulatory recovery fees, taxes, and other authorized charges.

Unless otherwise stated on an invoice or Service Document:

• recurring charges are billed monthly, and some charges may be billed in advance;
• usage-based, international, directory-assistance, toll-free, premium, or third-party charges may be billed in arrears;
• invoices are due upon receipt; and
• you must notify PrimeCall in writing of a good-faith billing dispute within thirty (30) days after the invoice date, identifying the disputed charge and the basis for the dispute.

You must timely pay all undisputed amounts. Past-due balances may result in late charges, collection costs, suspension, or termination to the extent permitted by law and stated in the applicable Service Documents. You are responsible for maintaining a valid payment method when automatic payment is required.

Quoted prices generally exclude applicable sales, use, excise, communications, universal-service, 911, regulatory, and similar taxes or government-imposed charges unless expressly stated otherwise. You are responsible for those amounts, except taxes imposed on PrimeCall’s net income.

5Equipment and Customer Network

You may purchase or lease equipment from PrimeCall or use compatible third-party equipment approved for the Services (“BYOD”). Equipment provided by PrimeCall remains subject to the applicable purchase, lease, rental, or return terms.

You are responsible for providing and maintaining suitable internet access, electrical power, internal wiring, local-area networking, firewall configuration, bandwidth, and compatible devices. Service quality may be affected by congestion, latency, packet loss, Wi-Fi conditions, inadequate bandwidth, equipment configuration, or other conditions outside PrimeCall’s control.

PrimeCall does not warrant the performance, security, supportability, or continued compatibility of BYOD equipment. PrimeCall may decline to configure or support equipment that is incompatible, insecure, modified, end-of-life, or not approved for the Services.

Leased or loaned equipment must be returned within the period and in the condition stated in the applicable Service Documents, ordinary wear and tear excepted. Unreturned, damaged, or incomplete equipment may be charged at the disclosed replacement cost.

6Emergency Calling and E911

VoIP emergency calling differs from traditional wireline 911 service. The Services may not function during a power failure, broadband or network outage, equipment failure, account suspension, misconfiguration, or other service interruption. Emergency calls may also be delayed, misdirected, or unable to transmit accurate location information if your registered emergency location is missing, outdated, or incorrect.

You are responsible for:

• providing a valid dispatchable location for each applicable telephone number, device, or service location;
• updating that information before moving a device or using it from a different location;
• ensuring that users understand the limitations of VoIP 911 service;
• maintaining backup power and an alternate means of contacting emergency services; and
• testing emergency-location configuration only through a non-emergency test method authorized by PrimeCall or the applicable emergency-services provider—never by placing an unnecessary call to 911.

When calling 911, users should be prepared to state their location and callback number and should not disconnect until instructed. Additional terms may appear in PrimeCall’s E911 Policy or customer acknowledgement, which is incorporated into this Agreement.

7Telephone Numbers and Porting

Telephone numbers used with the Services are assigned for your use and are not sold to you. Number availability, activation, portability, and continued use depend on applicable law, carrier requirements, service availability, accurate account information, and payment of undisputed amounts.

You authorize PrimeCall and its underlying carriers to process number-porting requests and to exchange information reasonably necessary to provide the Services. You are responsible for supplying accurate porting information and maintaining existing service until a port is completed. Do not cancel service with the losing carrier before receiving confirmation that the port is complete.

PrimeCall will not intentionally prevent a valid port-out request. You remain responsible for charges incurred through the effective termination date and for any other contractual obligations that survive a port. Porting a number does not by itself cancel the associated account or Services unless PrimeCall confirms cancellation in writing.

8Acceptable Use and Calling Compliance

You may not use the Services to violate any law, regulation, court order, industry rule, or third-party right. Prohibited conduct includes:

• unlawful robocalling, robotexting, telemarketing, solicitation, or fax advertising;
• calling or messaging without legally required consent;
• failure to honor do-not-call, revocation, or opt-out requests;
• transmitting misleading or falsified caller-identification information;
• impersonation, fraud, harassment, threats, hate, exploitation, or deceptive conduct;
• transmitting malware, launching denial-of-service activity, probing systems without authorization, or interfering with any network or service;
• reselling, sharing, or redistributing the Services without written authorization;
• generating traffic primarily to obtain compensation, inflate usage, or exploit intercarrier payment arrangements; or
• using the Services in a manner that is excessive, abusive, fraudulent, or materially degrades service for others.

You are solely responsible for the content and recipients of your communications and for obtaining and maintaining all consents, records, registrations, disclosures, and internal procedures required under the Telephone Consumer Protection Act, Telemarketing Sales Rule, state calling and recording laws, do-not-call rules, and other applicable requirements.

PrimeCall may investigate suspected violations and may block traffic, suspend features, require corrective action, or cooperate with carriers and lawful government requests when reasonably necessary to protect the Services or comply with law.

9Call Recording, Monitoring, and Messaging

Certain Services may allow call recording, monitoring, transcription, analytics, messaging, or storage of communications. Laws governing notice, consent, retention, disclosure, and cross-border communications vary by jurisdiction.

You are solely responsible for determining which laws apply and for providing all notices, obtaining all consents, configuring audible tones or announcements, honoring opt-outs, and establishing appropriate retention and access controls. PrimeCall does not provide legal advice regarding recording or messaging compliance.

10Account Security and Fraud

You are responsible for safeguarding usernames, passwords, PINs, API credentials, devices, administrative portals, and network access. You must use reasonable security measures, including strong unique passwords, supported software and firmware, appropriate access restrictions, and multifactor authentication where available.

You must notify PrimeCall promptly of suspected unauthorized access, credential compromise, toll fraud, SIM or number takeover, or other security incidents. You are responsible for charges resulting from use of your account or systems, including unauthorized use, unless caused by PrimeCall’s breach of this Agreement or otherwise prohibited by law. PrimeCall may temporarily restrict international calling, forwarding, porting, messaging, or other features when fraud or compromise is reasonably suspected.

11Privacy, Data, and Confidentiality

PrimeCall will handle personal information in accordance with its applicable privacy policy and legal obligations. Service delivery may require PrimeCall and its vendors or underlying carriers to process account information, traffic data, call-detail records, device information, location information, message content, recordings, or other data, depending on the Services you select.

You represent that you have the right to provide all Customer data submitted to the Services and have provided any notices and obtained any consents required for its collection, use, storage, transmission, and disclosure.

Each party will use reasonable care to protect the other party’s nonpublic confidential information and will use it only to perform or exercise rights under the Service Documents. Confidentiality obligations do not apply to information that is public through no breach, already lawfully known, independently developed, or lawfully obtained from another source. A party may disclose confidential information when required by law, subpoena, or court order, subject to legally permitted notice.

12Maintenance, Changes, and Service Availability

PrimeCall may perform scheduled or emergency maintenance and may modify networks, carriers, routing, software, applications, features, or equipment to maintain security, reliability, compliance, or functionality. PrimeCall will use commercially reasonable efforts to minimize material disruption and provide advance notice of planned maintenance when practicable.

Unless a separate written service-level agreement expressly applies, the Services are provided without a guaranteed uptime, restoration time, or service credit. Beta, preview, trial, or no-charge features may be changed or discontinued at any time.

13Third-Party Services and Integrations

The Services may interoperate with internet providers, carriers, applications, equipment, platforms, or integrations supplied by third parties. PrimeCall is not responsible for a third party’s acts, omissions, availability, security, terms, or changes. Your use of third-party products may be subject to separate terms between you and the third party.

14Intellectual Property

PrimeCall and its licensors retain all rights in the Services, software, documentation, portals, applications, trademarks, and related technology. Subject to this Agreement and payment of applicable charges, PrimeCall grants you a limited, nonexclusive, nontransferable, revocable right to use the Services during the service term for your internal business operations.

You may not copy, reverse engineer, modify, sublicense, sell, or create derivative works from the Services except to the extent such restriction is prohibited by law or expressly authorized in writing.

15Disclaimer of Warranties

To the fullest extent permitted by law, and except for any express warranty stated in a signed Service Document, the Services and equipment are provided “as is” and “as available.” PrimeCall disclaims all implied warranties, including merchantability, fitness for a particular purpose, title, noninfringement, and any warranty that the Services will be uninterrupted, error-free, or completely secure.

PrimeCall does not warrant that the Services will be suitable as the sole means of communication for medical monitoring, alarm systems, elevators, fire panels, security systems, life-safety applications, or other high-risk uses unless PrimeCall has expressly agreed in writing to provide a service designed for that use.

16Limitation of Liability

To the fullest extent permitted by law, neither party will be liable to the other for indirect, incidental, special, exemplary, punitive, or consequential damages, or for loss of profits, revenue, business, goodwill, or data, arising from or related to the Services, even if advised that such damages were possible.

To the fullest extent permitted by law, PrimeCall’s total aggregate liability arising from or related to the Services or Service Documents will not exceed the fees paid by Customer to PrimeCall for the affected Services during the three (3) months immediately preceding the event giving rise to the claim.

These limitations do not apply to liability that cannot lawfully be limited or excluded. The parties acknowledge that the pricing reflects this allocation of risk.

17Indemnification

You will defend, indemnify, and hold harmless PrimeCall, its affiliates, underlying carriers, vendors, and their respective officers, employees, and agents from third-party claims, damages, penalties, fines, costs, and reasonable attorneys’ fees arising from: (a) your or your users’ unlawful or unauthorized use of the Services; (b) your communications, content, campaigns, recordings, or Customer data; (c) your violation of Sections 6, 8, 9, or 10; or (d) your infringement or violation of a third party’s rights.

PrimeCall will provide reasonably prompt notice of an indemnified claim and reasonable cooperation at your expense. You may control the defense, but you may not settle a claim in a manner that admits wrongdoing by, imposes liability on, or requires action from PrimeCall without PrimeCall’s written consent.

18Force Majeure

Neither party will be liable for delay or failure caused by events beyond its reasonable control, including natural disasters, fire, flood, epidemic, war, terrorism, civil unrest, labor disputes, utility or power failures, internet or carrier outages, cable cuts, cyberattacks, denial-of-service attacks, governmental actions, or failures of suppliers, except that this section does not excuse Customer’s obligation to pay amounts already due.

19Changes to These Terms

PrimeCall may update this Agreement to reflect changes in law, regulation, technology, security practices, carriers, or the Services. Material changes will be posted on PrimeCall’s website or communicated through the account portal, invoice, or email. Unless a different date is stated, changes take effect upon posting. If a change materially and adversely affects an existing fixed-term Service, the applicable signed Service Document will control for the remainder of that term unless the change is required by law or is necessary to address security, fraud, or network integrity.

Continued use of the Services after the effective date of an update constitutes acceptance of the revised Agreement to the extent permitted by law.

20Notices

Notices to PrimeCall must be sent to the contact information below and should identify the Customer’s legal name, account number, and the nature of the notice. Cancellation and dispute notices must be in writing. PrimeCall may send notices to the email address, billing address, account portal, or other contact information associated with your account. You are responsible for keeping that information current.

21Governing Law and Dispute Resolution

The parties will first attempt in good faith to resolve any dispute through informal negotiations. Before starting arbitration, the complaining party must provide written notice describing the dispute and requested relief and allow thirty (30) days for resolution.

Except for an eligible claim filed in small claims court or a request for temporary or preliminary injunctive relief to protect confidential information, intellectual property, account security, or network integrity, any dispute arising from or relating to the Services or Service Documents will be resolved by confidential, binding arbitration on an individual basis in Los Angeles County, California, before a single arbitrator. The arbitration will be administered by the American Arbitration Association under its Commercial Arbitration Rules. The Federal Arbitration Act governs the interpretation and enforcement of this arbitration provision.

To the fullest extent permitted by law, each party waives the right to a jury trial and agrees that claims may be brought only in that party’s individual capacity, not as a plaintiff or class member in any class, collective, consolidated, or representative proceeding.

This Agreement and the Service Documents are governed by the laws of the State of California, without regard to conflict-of-law principles. If any dispute is not subject to arbitration, the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Los Angeles County, California.

22General Terms

You may not assign this Agreement without PrimeCall’s prior written consent, except in connection with a merger or sale of substantially all your assets, provided the assignee assumes your obligations. PrimeCall may assign this Agreement to an affiliate or in connection with a merger, reorganization, financing, or sale of its business or assets.

PrimeCall’s failure to enforce a provision is not a waiver. If a provision is found unenforceable, it will be modified to the minimum extent necessary, and the remaining provisions will remain in effect. Headings are for convenience only. This Agreement and the applicable Service Documents constitute the entire agreement concerning the Services and supersede prior or contemporaneous discussions on the same subject. Electronic signatures and electronic acceptance have the same effect as originals.

23Contact Information

PrimeCall Communication

12554 Addison St

Valley Village, CA 91607

Phone: (323) 647-7463

Email: [email protected]