TERMS OF USE

Last updated on September 11th, 2017


Thank you for visiting the CarrierX Terms of Use page. CarrierX is a cloud communication company that enables our customers to connect to our network using either a self service portal or APIs (collectively "Services") so that customers can integrate telecommunication capabilities into their software applications, mobile applications, web applications and desktop applications.

These Terms of Use ("Terms" or "Agreement") apply to your access and usage of the CarrierX Services. Services means every aspect of our platform which includes, but is not limited to all programs, features, functions, reports, code samples, documentation, Application Endpoints, the CarrierX Portal, technical support and application programming interfaces (APIs).

These Terms include our Privacy Policy, our Billing Policy and our Registration Form which are available through the hyperlinks set forth below and are incorporated herein by reference.

PLEASE REVIEW THESE TERMS CAREFULLY. ONCE ACCEPTED, YOU AGREE TO BE BOUND BY AND WILL ABIDE BY THESE TERMS, AND YOU REPRESENT AND WARRANT THAT YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH CARRIERX. IF YOU DO NOT AGREE TO THESE TERMS, YOU SHOULD NOT CLICK THE "I AGREE TO THESE TERMS AND CONDITIONS" BUTTON PRESENTED DURING THE SIGN UP PROCESS AND YOU SHOULD NOT USE CARRIERX SERVICES.

The terminology "we," "us," "our," or "CarrierX" used in this Agreement refers to CarrierX LLC, 4300 E. Pacific Coast Highway, Long Beach, CA 90804. The terminology "your," "you," "Customer," or "user" refer to you. If a CarrierX account has been created by you on behalf of an organization, you are agreeing to the Terms on behalf of that organization and are making a commitment to CarrierX that you have the authority to bind that organization to our Terms. If the organization has a separate commercial agreement with CarrierX then that commercial agreement will define the Terms of Use for your account.

CARRIERX DOES NOT PROVIDE ANY WARRANTIES FOR ITS SERVICES, AND THESE TERMS LIMIT OUR LIABILITY TO YOU. ALL DISPUTES RELATED TO THE CARRIERX SERVICES OR THESE TERMS MUST BE RESOLVED ON AN INDIVIDUAL BASIS IN ACCORDANCE TO SECTION 14.

You may contact us with any questions.


1. DESCRIPTION OF SERVICES

The Services may include domestic and international audio, web and video conferencing, voicemail, audio, web and video recording, voice broadcasting and other voice and messaging capabilities such as SMS. In addition, the company offers assorted features and applications as part of its Services. CarrierX reserves the right, in its sole and absolute discretion and with or without notice to you, to change, limit, withdraw, modify, or end the Services, including without limitation any content, functionality, features, or Services offered in connection with the Services or how you connect and interact with the Services.

2. REGISTRATION

To use our Services, you must create an account by completing a CarrierX registration form from our registration page. As part of the registration process for these Services, you agree to: (i) provide certain information about you as prompted to do so by the Services; and (ii) enter, update, and maintain this information as required to keep it accurate, current, and complete. The information requested on your original signup shall be referred to as registration data ("Registration Data"). If CarrierX discovers that any of your Registration Data is inaccurate, not current, or incomplete, CarrierX may terminate your right to access and use the Services immediately without notice to you.

CarrierX will evaluate the registration application and notify you within a reasonable time of its acceptance or rejection. CarrierX may reject a registration application if it determines, in CarrierX’s sole and absolute discretion, that the applicant is not an appropriate subscriber or user of the Services. CarrierX reserves the right to refuse the Services to any user for any reason, and CarrierX need not provide a reason for its rejection.

You must be 18 years of age or older to register for the Services. By registering for the Services, you represent to CarrierX that you are 18 years of age or older. Upon your acceptance of these Terms and completion of the registration process, you will have opened an account with CarrierX and will become a subscriber to the CarrierX Services. You are solely responsible for all usage of our Services under your account(s) including the accuracy of your Registration Data. You agree to take all reasonable precautions to prevent unauthorized use or access to your account(s) and will notify us promptly of any unauthorized use of our Services. In addition, we will not be liable for any loss or damage which may arise from unauthorized access and use of your account(s).

3. FEES, PAYMENT TERMS AND TAXES

Usage of the CarrierX Services will incur certain fees and those fees may be subject to certain taxes. Incorporated into these Terms is the CarrierX Billing Policy.

4. RESTRICTIONS

The following are a list of restrictions related to your usage of the CarrierX Services:

Services: You agree not to transfer, resell, lease, license or otherwise make available our Services to third parties or offer them on a standalone basis. You further agree to use our Services in accordance to our Terms and abide by all applicable Laws and always uphold third party rights.

Emergency Services: You will not attempt to use our Services to access or allow access to emergency services.

Registration Data: You agree that we are entitled to use your Registration Data, including all content of communication stored on our systems, as needed to provide our Services to you.

Source Code: Except as allowed by applicable law, you will not reverse engineer, decompile, disassemble or otherwise create, attempt to create or derive, or permit or assist anyone else to create or derive the source code of any software provided in connection with our Services.

Short Code: In the event that CarrierX has assisted you in obtaining a short code, you will not change your use of that short code from the use stated in your original application submitted on your behalf to the carrier(s) for approval of the short code without first obtaining an amendment to your application or re-applying to the carrier for approval of the short code under the new use.

Phone Numbers: You acknowledge and accept that CarrierX is the "customer of record" for all phone numbers available within its Services and that CarrierX has the authority to reclaim numbers in accordance to the following: (a.) Porting Phone Numbers: Being the customer of record awards CarrierX certain rights related to the porting of phone numbers. CarrierX reserves the right to refuse to allow you to port away any phone number at our sole discretion. Under certain circumstances we may authorize you to port numbers if you have a commercial agreement with us and the numbers you are requesting to port were ported in within the previous 120 days. (b.) Reclaiming Phone Numbers: CarrierX reserves the right to reclaim any phone number from your account and return that number to the relevant numbering plan if you are unable to send sufficient traffic over that phone number 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. If CarrierX decides to reclaim a phone number from an active account, we will send you a notification via email with at least one (1) week notice advising you of the action, unless an applicable regulatory or government agency has prevented us from doing so.

Notifications: CarrierX does not need to provide you with any courtesy notifications in the event your account is suspended due to lack of payment, suspended due to suspected fraud or is in a trial mode.

5. USER CONDUCT

You are solely responsible for the content of your transmissions through the Services. Your use of the Services is subject to all applicable local, state, national and international laws and regulations (including without limitation those governing account collection, export control, consumer protection, unfair competition, anti-discrimination or false advertising). You agree: (i) to comply with all United States laws, rules, and other regulations applicable in connection with the Services; (ii) not to use the Services for illegal purposes; (iii) not to interfere or disrupt networks connected to the Services including by introducing viruses or other technologically harmful materials; (iv) not to use the Services to infringe any third party's copyright, patent, trademark, trade secret, or other intellectual property rights or rights of publicity or privacy; and (v) not to transmit, through the Services, Feedback or otherwise, any unlawful, harassing, libelous, abusive, threatening, harmful, vulgar, obscene, or otherwise objectionable material of any kind or nature. In addition, you will not attempt to gain unauthorized access to other computer systems or attempt to override any security feature of the Services, and you will not interfere with another user's use and enjoyment of the Services or otherwise interfere with the proper functioning of the Services.

6. PROPRIETARY RIGHTS

You acknowledge and agree that the Services (including, without limitation, all content, information, data, items, materials, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof), are owned by CarrierX, its licensors, or other providers of such material and are protected by United States and international intellectual property or proprietary rights laws. CarrierX and other names, logos, icons, and marks identifying CarrierX’s products and Services are trademarks of CarrierX and may not be used without the prior written consent of CarrierX. You may not copy, reproduce, distribute, lease, loan, rent, timeshare, deliver, or otherwise transfer, directly or indirectly, the account access granted to you (in whole or in part) or create derivative works of the Services without CarrierX’s prior written consent. In addition, You may not reverse engineer, decompile, alter, modify, disassemble, or otherwise attempt to derive source code from the Services. All rights not expressly granted in these Terms are reserved to CarrierX.

7. PRIVACY

CarrierX’s use of any personal information you provide in connection with the Services is set forth in the CarrierX Privacy Policy.

8. MODIFICATIONS

CarrierX may amend these Terms at any time by: (i) posting updates to its Terms of Use on its website; or (ii) sending information regarding the Terms amendment to the email address you provide to us as part of the Registration Data on file obtained during the Sign Up process. All changes are effective immediately when posted, and will apply to all access and use of Services thereafter. You are responsible for regularly reviewing the Terms to obtain timely notice of such amendments. Your continued use of the Services after amended Terms have been posted or information regarding such amendment has been sent to you constitutes your acceptance of those Terms. If you have a commercial agreement with CarrierX, only Terms signed by both parties will continue to govern our relationship.

9. PASSWORD AND SECURITY

You must carefully safeguard all of your account related information including, but not limited to your username, password and assigned partner secure identification number(s). You are solely and exclusively responsible if you do not maintain the confidentiality of your account information. In addition, you are solely and exclusively responsible for any and all activities that occur under your account. You must immediately notify CarrierX of any unauthorized use of your account or any other breach of security known to you, including if you believe that your account information has been stolen or otherwise compromised.

10. TERMINATION

CarrierX may immediately terminate your Account and right to use the Services if: (i) you breach these Terms; (ii) we are unable to verify or authenticate any information you provide to us; (iii) you provide false, misleading, or otherwise inaccurate information to us; or (iv) we decide, in our sole and absolute discretion, to discontinue offering the Services. Should you object to any of the Terms, or any subsequent modifications thereto, or should you become dissatisfied with the Services in any way, your sole recourse is to immediately: (1) discontinue your use of the Services; or (2) cancel your Account. Upon canceling of your account, your right to use the Services immediately ceases; however, certain payment obligations may still apply.

Please refer to the CarrierX Billing Policy for information on how to cancel your account.

11. DISCLAIMER OF WARRANTIES

YOU EXPRESSLY AGREE THAT USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED ON AN "AS IS" AND “AS AVAILABLE” BASIS. CARRIERX EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, CARRIERX MAKES NO REPRESENTATION OR WARRANTY THAT: (I) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, RELIABLE, ACCURATE, OR ERROR-FREE; (II) DEFECTS WILL BE CORRECTED; (III) ANY PARTICULAR RESULTS MAY BE OBTAINED FROM YOUR USE OF THE SERVICES; (IV) THE SERVICES OR THE SERVERS THAT MAKE THE SERVICES AVAILABLE ARE FREE OF VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL COMPONENTS; OR (V) THE SERVICES WILL OTHERWISE MEET YOUR NEEDS, REQUIREMENTS, OR EXPECTATIONS. YOU UNDERSTAND AND AGREE THAT ANY MATERIAL OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH YOUR USE OF THE SERVICES IS DONE AT YOUR OWN RISK, AND THAT YOU WILL BE SOLELY AND EXCLUSIVELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM OR IS CAUSED BY VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, MOBILE DEVICE, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE, ACCESS, OR DOWNLOADING OF THE SERVICES. NO INFORMATION OR ADVICE, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM CARRIERX OR THROUGH THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

12. LIMITATION OF LIABILITY

IN NO EVENT SHALL CARRIERX BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES, RESULTING FROM THE USE OR THE INABILITY TO USE THE SERVICES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, DATA, GOODWILL, OR REVENUE, EVEN IF CARRIERX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CARRIERX’S TOTAL LIABILITY TO YOU OR ANY THIRD PARTY FOR ALL DAMAGES, CAUSES OF ACTION, LOSSES, AND COSTS IN THE AGGREGATE IS LIMITED TO $100.

13. INDEMNITY

You hereby agree, at your sole cost and expense, to indemnify, defend, and hold CarrierX harmless from and against any loss, cost, damages, liability, or expense arising out of or relating to: (i) a third-party claim, action, or allegation of infringement based on information, data, files, or other content submitted or transmitted through the Services by you; (ii) any fraud or manipulation, or other breach of these Terms by you; or (iii) any third-party claim, action, or allegation brought against CarrierX arising out of or relating to your use of the Services.

14. GENERAL TERMS

These Terms are governed in all respects by the laws of the State of California, without giving effect to its choice or conflict of law principles. Both Parties submit to personal jurisdiction in California and further agree that any cause of action relating to these Terms shall be brought in a court in Los Angeles County, California. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall remain valid and enforceable. CarrierX’s failure to act with respect to a breach of these Terms by you does not waive CarrierX’s right to act with respect to subsequent or similar breaches. You may not assign or transfer these Terms or any rights hereunder, and any attempt to the contrary is void. These Terms shall inure to the benefit of and be binding upon each Party's successors and assigns. CarrierX shall not be liable for any delay or failure to perform resulting directly or indirectly from any causes beyond CarrierX’s reasonable control. Unless otherwise provided in this Agreement, CarrierX will send any notice(s) to you that may be required or permitted under this Agreement to the email or mailing address you provide as part of the Registration Data. Any notice to CarrierX regarding its Services must be sent via email to support@carrierx.com. Notices so given shall be deemed effective when received, or if not received by reason of fault of addressee, when sent. These Terms constitute the complete and exclusive understanding and agreement of the parties relating to the subject matter herein and supersedes all prior understandings, proposals, agreements, negotiations, and discussions between the parties, whether written or oral.

You understand and agree that you are solely and exclusively responsible for periodically reviewing these Terms.