Terms of Service

PHONE NUMBER MONITORING

Master Terms of Service

These Terms of Service (“Agreement”) govern Subscriber's use of the Phone Number Monitoring service (“PNM” or the “Service”) provided by AcrossCommunications, Inc., 2500 Shadywood Road, Suite 820, Excelsior, Minnesota 55331 (“Provider”).

By clicking “I AGREE,” executing an Order Form, creating an account, or using the Service, Subscriber agrees to be bound by this Agreement.

1. Definitions

“Subscriber” means the legal entity accepting this Agreement.

“Service” means Provider's phone number monitoring platform that performs automated test calls and collects availability, connectivity, signaling, and performance measurements.

“Call Credit” means a unit of Service consumption representing one monitoring attempt.

“Subscription Period” means the period during which Subscriber is authorized to access the Service.

“Subscriber Data” means phone numbers, routing identifiers, configuration inputs, and raw call metadata submitted by or on behalf of Subscriber to the Service.

“Service Data” means data generated by the Service through operation, monitoring, testing, logging, aggregation, or analysis, including performance metrics, availability measurements, timestamps, signaling results, diagnostics, derived analytics, and anonymized or aggregated datasets.

“Order Form” means any order form, online checkout, subscription confirmation, invoice, or written or electronic agreement referencing this Agreement that specifies pricing, Subscription Plans, usage limits, and fees.

“Subscription Plan” means the pricing tier, usage allowances, Call Credit allotments, features, and limits applicable to Subscriber as set forth in an Order Form or Provider's then-current Service descriptions.

2. Service Scope, Limitations, and Disclaimers

2.1 Monitoring Only. The Service provides observational monitoring and reporting only. Provider does not route, deliver, originate, terminate, or guarantee telephone calls.

2.2 No Carrier Control. Provider is not a telecommunications carrier and does not own, operate, or control PSTN networks, SIP providers, terminating carriers, or third-party infrastructure.

2.3 No Emergency or Life-Safety Use. The Service is not intended for emergency services, 911, life-safety systems, healthcare communications, or other mission-critical applications.

2.4 No Performance Guarantee. Monitoring results reflect conditions at the time of testing and do not constitute guarantees of call delivery, quality, or availability.

2.5 Regulatory and Telecom Compliance. Subscriber is solely responsible for ensuring that its use of the Service complies with all applicable telecommunications, consumer-protection, privacy, and marketing laws, including laws governing automated calling, call testing, call consent, and call recording. Subscriber represents and warrants that it has obtained all required consents and authorizations for each monitored phone number and shall not monitor emergency numbers, consumer numbers subject to anti-robocall or telemarketing laws, or any number for which Subscriber lacks lawful authority. Provider does not provide legal or compliance advice and assumes no regulatory responsibility. Provider may immediately suspend affected monitoring to mitigate regulatory risk. Subscriber acknowledges that Provider's role is limited to passive testing infrastructure and that Subscriber assumes all liability for compliance with TCPA, TSR, carrier policies, and similar regulations.

2.6 No Service Level Commitment. The Service is provided on a commercially reasonable efforts basis. No service level agreement (SLA), uptime commitment, response time guarantee, or performance metric applies unless expressly stated in a written Order Form executed by both parties.

2.7 Beta and Preview Features. Provider may offer features identified as beta, preview, experimental, or early access (“Beta Features”). Beta Features are provided as-is, may be modified or discontinued at any time, may be unstable or incomplete, and are not intended for production, mission-critical, or regulatory-sensitive use.

3. License Grant

Provider grants Subscriber a limited, non-exclusive, non-transferable, revocable license to access and use the Service solely for Subscriber's internal business purposes during the applicable Subscription Period.

4. Acceptable Use

Subscriber shall not:

• Monitor phone numbers without proper authorization
• Interfere with telecommunications networks
• Reverse engineer or attempt to derive the Service's source code
• Use the Service to build, benchmark, or compete with Provider's offerings
• Generate excessive, abusive, artificial, or unlawful call volume
• Probe, test, or attempt to compromise the Service's security or infrastructure

Any violation of this Section constitutes irreparable harm to Provider.

5. Subscription Plans, Fees, and Payment

5.1 Plans and Usage Limits. Access is subject to the Subscription Plan in the applicable Order Form. Usage limits, including Call Credits and features, are enforceable and measured by Provider's systems.

5.2 Overages. If Subscriber exceeds plan limits, Provider may charge overages, upgrade the plan, or suspend affected monitoring. Subscriber authorizes all applicable charges.

5.3 Billing. Fees are billed monthly in advance unless otherwise stated in an Order Form.

5.4 Payment Method. Subscriber authorizes Provider to charge the payment method on file. Faxed or emailed credit card copies are not accepted.

5.5 Late Payments. Past-due amounts accrue interest at 18% per annum or the maximum rate permitted by law.

5.6 Credit Expiration. Call Credits are non-refundable, do not roll over, and expire at the end of the billing cycle or Subscription Period unless expressly stated otherwise in an Order Form.

5.7 Non-Use. Accounts inactive for six (6) consecutive months may be terminated without refund.

5.8 Term and Renewal. Unless otherwise stated in an Order Form, each Subscription Plan renews automatically for successive billing periods of equal length at Provider's then-current rates unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current Subscription Period.

6. Taxes

All fees exclude taxes. Subscriber is responsible for all applicable taxes excluding Provider's income taxes.

7. Intellectual Property and Data

7.1 Provider IP. Provider retains all rights in the Service, software, methodologies, and documentation.

7.2 Subscriber Data. Subscriber retains ownership of Subscriber Data.

7.3 Service Data. Provider retains ownership of Service Data and may use anonymized and aggregated data for analytics, benchmarking, and service improvement.

7.4 Data Roles. Subscriber determines monitoring purposes and numbers. Provider processes Subscriber Data solely to provide the Service.

7.5 Data Retention and Access. Provider has no obligation to retain or provide access to Subscriber Data following termination or expiration of this Agreement. Provider may, in its discretion, permit limited data export requests submitted prior to termination, subject to technical feasibility, reasonable administrative fees, and applicable law.

7.6 Data Location. Data may be processed and stored in the United States or other jurisdictions where Provider or its vendors operate.

7.7 Security. Provider implements commercially reasonable administrative, technical, and physical safeguards but does not guarantee immunity from security incidents.

8. Confidentiality

8.1 Confidential Information. Each party shall protect Confidential Information using reasonable safeguards.

8.5 Audit and Compliance Verification. Audit rights are limited to verifying contractual compliance and usage accuracy. Audits must be non-intrusive, occur no more than once per year with 30 days' notice, and may be satisfied by written certifications. Security testing, penetration testing, or source-code access is prohibited.

8.6 Customer Reference Rights. Provider may identify Subscriber as a customer and use Subscriber's name and logo for promotional purposes. Subscriber may opt out by written notice.

9. Representations and Warranties

Subscriber represents that it has authority to monitor designated numbers, complies with law, and will not misuse the Service.

THE SERVICE IS PROVIDED “AS IS.” ALL IMPLIED WARRANTIES ARE DISCLAIMED.

10. Indemnification

Subscriber shall indemnify, defend, and hold harmless Provider and its officers, directors, employees, and agents from and against any claims, damages, losses, fines, penalties, investigations, or liabilities (including reasonable attorneys' fees) arising out of or relating to Subscriber's monitoring activities, including violations of telecommunications, robocall, privacy, consent, call recording, or marketing laws, or Subscriber's misuse of the Service.

11. Limitation of Liability

11.1 Exclusion. Provider is not liable for indirect, incidental, consequential, special, or punitive damages.

11.2 Cap. Provider's total liability shall not exceed fees paid in the twelve (12) months preceding the claim.

11.3 Injunctive Relief. Subscriber acknowledges that IP misuse, Confidential Information breaches, or competitive misuse cause irreparable harm. Provider may seek immediate injunctive relief without bond.

11.4 Insurance Disclaimer. Nothing in this Agreement represents that Provider maintains insurance coverage for Subscriber's benefit.

12. Refunds

Except as expressly stated in a written Order Form, all fees are non-refundable. Any pro-rated refund, if applicable, applies solely to the unused portion of prepaid subscription fees for the then-current billing period and excludes overages, suspensions, regulatory actions, or terminations for cause.

13. Suspension and Termination

13.1 Suspension. Provider may immediately suspend access, in whole or in part, to mitigate legal, regulatory, security, or operational risk.

13.2 Scope. Suspension may apply per number, destination, feature, test, or account.

13.3 Effect. Monitoring and data access may be limited or read-only during suspension.

13.4 Billing. Fees continue to accrue during suspension.

13.5 Reinstatement. Reinstatement is discretionary and may require corrective actions.

13.6 Termination. Provider may terminate immediately for incurable or regulatory violations or after 30 days for uncured breaches.

13.7 Effects of Termination. Access ceases immediately. Provider is not obligated to provide post-termination data access or exports. Data may be deleted per standard practices. All outstanding fees survive and become immediately due.

14. Force Majeure

Provider is not liable for delays caused by events beyond reasonable control, including carrier outages.

15. Assignment

Subscriber may not assign without consent. Provider may assign in connection with M&A or reorganization.

16. Independent Contractors

The parties are independent contractors.

17. Modifications to Plans and Pricing

Provider may modify plans, pricing, usage limits, and features prospectively. No grandfathering applies unless expressly stated in writing.

18. Order of Precedence

Order Forms control only pricing, plan details, and term. This Agreement controls all other matters.

19. Governing Law, Venue, and Class Waiver

This Agreement is governed by Minnesota law with exclusive venue in Hennepin County. Claims must be brought individually, not as class or representative actions, to the maximum extent permitted by law.

20. Severability and Waiver

Unenforceable provisions are severed. Waivers must be in writing.

21. Survival

Sections 2 (Service Scope, Limitations, and Disclaimers), 9 (Representations and Warranties), 10 (Indemnification), payment obligations, intellectual property, data provisions, confidentiality, audit restrictions, limitation of liability, injunctive relief, governing law, venue, and taxes survive termination or expiration.

22. Export Controls and Sanctions

Subscriber represents and warrants that it is not subject to U.S. export restrictions or sanctions and shall not use the Service in violation of applicable export control or economic sanctions laws.