Terms and Conditions

Hosted VoIP Services Agreement

Last Updated: 12/12/25

These Terms and Conditions (“Agreement”) govern the access to and use of hosted Voice over Internet Protocol (“VoIP”) services, software platforms, applications, APIs, and related services (“Services”) provided by PBX0.com, LLC (“Provider”).

By accessing, ordering, provisioning, or using the Services in any manner, Customer (“Customer,” “you,” or “your”) irrevocably agrees to be bound by this Agreement. Use of the Services constitutes acceptance of these Terms, including any future modifications.

1. Services Provided “As-Is”

Services are provided on an “AS IS” and “AS AVAILABLE” basis, without warranties of any kind, express or implied.

Provider does not warrant that the Services will be uninterrupted, error-free, secure, or suitable for any particular purpose. No oral or written advice creates any warranty not expressly stated herein.

2. No Service Guarantees / Interruptions

Customer acknowledges that VoIP services depend on third-party carriers, internet providers, power sources, data centers, and public networks beyond Provider’s control.

  • Service interruptions or degradation
  • Call quality issues, dropped calls, or failed routing
  • Carrier outages or upstream failures
  • Maintenance windows or emergency repairs
  • Force majeure events

3. Limitation of Liability

To the fullest extent permitted by law:

  • Provider shall not be liable for indirect, incidental, consequential, exemplary, or punitive damages.
  • Provider’s entire cumulative liability for any claim shall not exceed fees paid by Customer during the thirty (30) days preceding the event giving rise to the claim.
  • This limitation applies regardless of theory of liability (contract, tort, negligence, strict liability, etc.).

4. Indemnification / Hold Harmless

Customer agrees to defend, indemnify, and hold harmless Provider and its affiliates from all claims, losses, fines, penalties, damages, and expenses arising from:

  • Customer’s use or misuse of the Services
  • Regulatory or legal violations by Customer
  • Traffic generated by Customer or its end users
  • Content transmitted over the Services
  • Emergency calling failures not directly caused by Provider’s gross negligence

5. Fair Use Policy

Provider reserves the sole and absolute discretion to determine what constitutes abusive, excessive, fraudulent, or improper use.

Prohibited uses include, but are not limited to:

  • Auto-dialing or mass calling
  • Toll fraud or artificial traffic
  • Violations of carrier or regulatory policies
  • Any activity that threatens network stability

Provider may throttle, suspend, block, or terminate Services immediately and without notice. Such action shall not constitute breach.

Provider is not required to provide prior notice, justification, or opportunity to cure before taking enforcement action.

Customer’s use of the Services is subject to Provider’s Acceptable Use Policy (“AUP”), which is incorporated herein by reference and may be updated from time to time.

6. Suspension & Termination

Provider may suspend or terminate Services at any time, with or without notice, if Customer:

  • Violates this Agreement
  • Fails to pay amounts due
  • Engages in fraudulent or unlawful activity
  • Creates operational or legal risk

Termination does not relieve Customer of payment obligations.

7. Customer Responsibilities

  • Internet access, power, and local networks
  • Device configuration and security
  • SIP credentials, API keys, and endpoint protection
  • Data backup and disaster recovery

Provider is not responsible for Customer equipment, networks, or configurations.

8. FCC & Regulatory Compliance

Customer acknowledges that Customer alone is responsible for compliance with all applicable laws and regulations, including FCC requirements.

  • Provider does not provide legal or regulatory compliance services
  • Provider does not act as Customer’s regulatory agent
  • Provider assumes no liability for Customer compliance failures

9. Emergency Calling

Emergency calling services may fail due to factors beyond Provider’s control.

Customer accepts all risks associated with VoIP emergency calling and waives all claims arising out of or relating to emergency call failures, except where prohibited by law.

9.1 No Emergency Reliance Disclaimer

Customer acknowledges that the Services are not intended to replace traditional wireline telephone service and agrees not to rely on the Services as the sole means of emergency communication.

10. Payment & Non-Refundability

All fees are due as invoiced and are non-refundable, regardless of usage, outages, or termination, unless expressly agreed in writing.

Customer is responsible for all applicable taxes, fees, surcharges, assessments, or governmental charges arising from the Services, excluding taxes based solely on Provider’s net income.

11. Intellectual Property

All intellectual property remains the exclusive property of Provider. No rights are granted except limited use during active service.

12. Confidentiality

Each party shall protect the other’s confidential information with commercially reasonable care.

13. Amendments & Updates

Provider may modify this Agreement at any time. Updated Terms become effective upon posting.

Customer waives any right to receive individual notice and agrees it is Customer’s responsibility to review Terms periodically. Continued use constitutes acceptance.

Failure to review updated Terms does not relieve Customer of its obligation to comply with them.

14. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without regard to conflict-of-law principles.

15. Binding Arbitration; Waiver of Jury Trial; Exclusive Forum

Any dispute, claim, or controversy arising out of or relating to this Agreement, the Services, or the relationship between the parties (collectively, “Disputes”) shall be resolved exclusively by binding arbitration, rather than in court, except as expressly provided below.

Except as expressly set forth in Sections 15.1 and 15.2, arbitration shall be the exclusive forum for resolving all Disputes.

The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights or remedies available at law or equity.

15.1 Court Carve-Outs

Notwithstanding the foregoing arbitration requirement, Provider may seek injunctive or equitable relief in any state or federal court located in Texas to:

  • Protect its intellectual property
  • Prevent fraud, abuse, or unauthorized use of the Services
  • Enforce confidentiality or security obligations

Such court actions shall not waive the right to arbitration for other Disputes.

15.2 Small Claims Exception

Either party may bring an individual claim in a Texas small claims court, provided the claim remains within the court’s jurisdiction and is not consolidated with other claims.

16. Arbitration Rules & Venue

Arbitration shall be administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules, as modified by this Agreement.

The arbitration shall take place in the State of Texas, unless the parties mutually agree otherwise.

The arbitrator shall apply Texas substantive law, without regard to conflict-of-law principles.

16.1 Arbitrator Authority

The arbitrator shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, or formation of this Agreement.

The arbitrator may award only those remedies available in an individual action under applicable law and may not award punitive or exemplary damages, except where required by statute.

16.2 Finality

The arbitrator’s decision shall be final and binding on the parties.

Judgment on the award may be entered in any court of competent jurisdiction located in Texas.

16.3 Survival

The provisions of this Agreement that by their nature should survive termination or expiration shall survive, including but not limited to: Limitation of Liability, Indemnification, Arbitration, Class Action Waiver, Governing Law, and Confidentiality.

17. Severability

If any provision is held unenforceable, the remaining provisions remain in full force.

18. Class Action Waiver

Customer agrees that all Disputes must be brought in an individual capacity.

Customer waives any right to bring or participate in a class action, collective action, or representative proceeding against Provider.

The arbitrator may not consolidate claims or preside over any form of representative or class proceeding.

19. Entire Agreement / No Reliance

This Agreement constitutes the entire agreement. Customer acknowledges it has not relied on any representations not expressly stated herein.

20. Assignment Clause

Customer may not assign or transfer this Agreement without Provider’s prior written consent. Provider may assign this Agreement in connection with a merger, sale of assets, or corporate reorganization.