Purpose
These Supplemental Terms and Conditions (Customer as BCID Registrant) ("Terms of Use") shall supplement and be incorporated by reference into those Telnyx Terms and Conditions of Service between Customer ("Customer" or "you" or "Registrant") and Telnyx LLC ("Telnyx", "we", "us", or "Onboarding Agent"). You will provide certain information in connection with the Branded Calling ID Services that will be vetted and validated as contemplated in these terms of use and then shared with third parties, including without limitation Branded Calling ID LLC ("BCID LLC"), as necessary to operate the Branded Calling ID Services. Any information or data that you submit to us is subject to vetting and validation by a third-party vetting agent.
As used herein, "Branded Calling ID Services" means collectively: (i) the infrastructure used to store the entirety of the information, and (ii) the data submitted to, derived from, or generated by us in our provision of the Branded Calling ID Services, including Rich Call Data as defined in ATIS Standard 1000094 ("RCD"), electronic identification ("EID") data and your organization's logo(s) ("Company Logos") (together the "Branded Calling Data"), and including the engine, operating systems, applications, application programming interfaces ("APIs") that are used to administer, operate, and connect the backend database to other aspects of the Branded Calling Data and the tools and source codes used to store, access, query, interact with or otherwise use the Branded Calling Data; and (iii) the signing of a call with the applicable RCD for display on an end user's phone. Participation in the Branded Calling ID Services does not guarantee the display of any RCD data on any phone.
Acceptance of Terms of Use
These Terms of Use are entered into by and between you, as a third party legal entity and Telnyx. The following terms and conditions, together with any documents incorporated herein by reference (collectively, these "Terms of Use") shall govern your access to and use of the Branded Calling ID Service, including any functionality, resources and services offered on or through the Branded Calling ID Service, except as otherwise provided herein.
We may terminate these Terms of Use at any time upon thirty (30) calendar days' written notice; provided, however, that no notice need be given for termination if you violate these Terms of Use. Upon any termination, your use of the Branded Calling ID Service and all rights granted to you pursuant to these Terms of Use shall immediately cease and terminate without any liability to Us.
We may elect to offer you other web-based services in addition to the Branded Calling ID Service. In order to provide such services, we may need to send you certain communications, such as service announcements, administrative messages and other information. Separately, you may receive communications, notifications, alerts, or other messages from third parties with whom we share Verified Registrant Information pursuant to these Terms of Use.
Registrant represents and warrants to us that it is a legal entity duly formed, validly existing, and in good standing under the laws of the jurisdiction of its formation, with the full power and authority to enter into an agreement with us and to carry out its obligations under these Terms of Use. Additionally, any individual accessing and using the Branded Calling ID Service on behalf of a Registrant represents and warrants to us that it has the legal authority to act on behalf of the Registrant.
Changes to These Terms of Use
We may revise and update these Terms of Use from time to time in our sole and reasonable discretion provided that we give you prior written notice. Your continued use of the Branded Calling ID Service following the posting of revised Terms of Use means that you accept and agree to the revised Terms of Use.
Application and Registration Process; Service Commencement
You agree to provide application data to the Branded Calling ID Services for registration ("Application Data"). Depending on which submission process you are required to use to access the Branded Calling ID Service, you may be required to execute or accept separate, additional policies, procedures, and terms.
Once you have submitted your Application Data through the applicable submission process, we will confirm that you have provided all of the required data elements. We will use various third-party data sources and its proprietary algorithms to vet and validate your Application Data. Once we have completed processing your Application Data, we will notify you as to whether your Application Data has been verified ("Verification Results"). Information confirmed and approved through this process will be considered verified ("Verified").
Your acceptance of these Terms of Use or your submission of Application Data in no way guarantees the inclusion of your Registrant name, the RCD, EID, Company Logos and associated list of telephone numbers (each a "Number") that have been validated and verified by us ("Verified Registrant Information") in the Branded Calling ID Services.
Nothing in these Terms of Use provides you with any right, title, or interest to any data owned, licensed or controlled by the Branded Calling ID Services, including the Branded Calling Data, with the exception of your own Application Data. You have no right to receive the Verified Registrant Information. If another Registrant's Application Data, the Verified Registrant Information or other data is inadvertently made available to you, it is your responsibility to promptly notify us.
You hereby represent, warrant, and covenant that: (i) all information, graphics and data provided by or on your behalf the Branded Calling ID Services is and will at all times be current, accurate and complete; (ii) no information, graphics or data provided by or on your behalf or in the Branded Calling ID Services infringes on the intellectual property, confidentiality, privacy, security or rights of third parties; and (iii) you have all necessary rights, permissions, titles and interests to the Application Data and other information or materials you provide through the Branded Calling ID Services, and your acceptance of these Terms of Use will not cause you to be in breach of or default under any contracts with third parties.
Registrant Acknowledgments and Obligations
You acknowledge and agree that your participation in the Branded Calling ID Services in no way guarantees a certain type of designation, call signing, call display, call treatment, or call placement by a third party. You will not be charged for calls that are not delivered with your data to the call recipient.
You also acknowledge and agree that the utility of the Branded Calling ID Services is dependent on the accuracy and on the continuing currency of the Application Data. Accordingly, you are obligated to provide us with all updates, changes, deletions, and additions to your Application Data as promptly as practicable, but in no event in less than five (5) business days after a change, in order to assist in ensuring that the Branded Calling ID Services remains current. You further acknowledge that in order for us to onboard you for purposes of the Branded Calling ID Services, you must provide us with all of the required caller information. If your caller information is incomplete, we will not be able to complete the onboarding services.
You shall not dispute or challenge our rights in and to the Verified Registrant Information, Application Data, or other Branded Calling Data.
You acknowledge and agree that we shall collect information from you in order to support post-verification vetting and monitoring. Specifically, we shall require you to re-certify to at least the following: (i) Registrant remains in good corporate standing; (ii) Registrant remains financially viable (e.g., any changes as to bankruptcy status); and (iii) Registrant has not had any relevant and material claims, lawsuits, or other legal or regulatory proceedings or inquiries filed or opened against Registrant. We retain the right to collect whatever information is necessary from Registrant to re-vet and/or monitor of any of the above areas on at least an annual basis. You further agree to comply with any additional re-vets and monitoring that are directed by BCID LLC as a result of our audits through our participation in the Branded Calling ID Service.
We may remove any material from the Branded Calling ID Services for any reason or no reason at all, in its sole and reasonable discretion. Additionally, in the event that your name and associated list of TNs are validated and verified by us and subsequently we obtain additional data and information which may conflict with the original validation and verification, we may invalidate the Verified Registration Information and remove such information from the Branded Calling ID Services.
License
You hereby grant us a perpetual, nonexclusive, transferable, sublicensable, irrevocable license to use, process and disclose to third parties your Application Data, including without limitation the Verified Registrant Information (if any). We may use and disclose to third parties your Application Data and the Verified Registrant Information to perform the Branded Calling ID Services, bill and collect charges for the Branded Calling ID Services, test new services (with your permission), allow third parties to test and submit to audits of their services (with your permission) and perform related services, including providing information to third party verification services and terminating service providers.
Payment and Payment Disputes
In the event of any dispute as to the fees, Registrant will raise the issue within five (5) calendar days of receiving the disputed invoice. In the event that Registrant disputes any fees in good faith, Registrant will promptly supply Onboarding Agent with supporting data as necessary to resolve such dispute and the Parties will work together in good faith to resolve all such disputes within thirty (30) calendar days. Registrant shall pay all undisputed fees to Onboarding Agent. If the dispute is resolved and payment is owed to Registrant, Registrant shall issue an invoice for the amount owed and Onboarding Agent shall pay the invoice immediately upon receipt. In all disputes, the BCID LLC's data will be the data of record. If the dispute is not resolved in thirty (30) calendar days, the dispute shall be escalated immediately to executives in each company for resolution.
Availability
We may withdraw or amend the Branded Calling ID Services (or any portion thereof) at any time without notice in our sole discretion, provided, however that we will provide reasonable prior notice of any material changes if practicable. We will not be liable if all or part of the Branded Calling ID Services are unavailable for any period of time.
Further, temporary interruptions of the Branded Calling ID Services may occur as normal events. We have no control over third-party networks you may access during your use of the Branded Calling ID Services, and therefore, delays and disruption of other network transmissions are completely beyond our control.
Enforcement of Rights
Without limiting the foregoing, you acknowledge, consent and agree that we may access, preserve and disclose the information you provide to us if required to do so by law or in a good faith belief that such access, preservation or disclosure is reasonably necessary to: (i) comply with legal process; (ii) enforce these Terms of Use; (iii) respond to claims that any material provided by you violates the rights of third parties (including, without limitation, third party proprietary rights); (iv) respond to your requests for customer service; or (v) protect the identity, rights, property or personal safety of us, users of the Branded Calling ID Services or the public.
Security of Digital Transmissions
Electronic communications may not be secure or reliable, and there is a risk that information you send to us via the Branded Calling ID Services or email may be accessed by unauthorized third parties or may not be received by us. We do not represent, warrant or guarantee that material transmitted by you through the Branded Calling ID Services or email will be protected against unauthorized access, loss, misuse or alteration.
You understand that the technical processing and transmission of your information may involve transmissions over various networks and changes to conform and adapt to technical requirements of connecting networks or devices.
Intellectual Property Rights
The Branded Calling ID Services and the Verified Registrant Information and their entire contents, features and functionality, software, text, images, graphics, video and audio ("Branded Calling ID Content") are owned by BCID LLC or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws. These Terms of Use convey no right, title or interest in or to the Branded Calling ID Services or any Branded Calling ID Content. You must not: (i) modify, reproduce, transmit or distribute copies of Branded Calling ID Content except as otherwise expressly permitted by these Terms of Use; (ii) use any Branded Calling ID Content separately from the accompanying text; or (iii) delete or alter any copyright, trademark or other proprietary rights notices from Branded Calling ID Content. Any use of the Branded Calling ID Services or the Verified Registrant Information not expressly permitted by these Terms of Use constitutes a breach of these Terms of Use and may violate copyright, trademark and other applicable laws. All rights not expressly granted hereunder are reserved by us.
Use of Branded Calling ID Marks
All other names, logos, product and service names, designs and slogans in the Branded Calling ID Services are the trademarks of their respective owners. Without limiting the foregoing, BCID LLC's name and trademarks and all related names, logos, product and service names, designs and slogans are trademarks of BCID LLC or its affiliates/subsidiaries/members (the "BCID Marks"). You must not use or display the BCID Marks in any manner without the prior written permission of BCID LLC or its appropriate affiliates, subsidiaries or members.
Warranties
Registrant represents and warrants that all information submitted for vetting shall be complete and accurate in all respects. Registrant further represents and warrants that it will use the Branded Calling ID Services in compliance with all applicable laws and the BCID Best Practices surrounding the Branded Calling ID Services.
Disclaimer of Warranties
REGISTRANT EXPRESSLY UNDERSTANDS AND AGREES THAT THE BRANDED CALLING ID SERVICES (OR ANY PORTION THEREOF) AND THE SERVICES OR ITEMS OBTAINED THROUGH THE BCID SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED (INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, FUNCTIONALITY, TITLE AND NON-INFRINGEMENT). NEITHER BCID LLC NOR ANY PERSON ASSOCIATED WITH BCID LLC (INCLUDING WITHOUT LIMITATION BCID LLC AND ITS MEMBERS) MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE BRANDED CALLING ID SERVICES (OR ANY PORTION THEREOF) OR THE SERVICES, DATA OR ITEMS OBTAINED THROUGH THE BRANDED CALLING ID SERVICES. WITHOUT LIMITING THE FOREGOING, NEITHER US, BCID LLC, NOR ANYONE ASSOCIATED WITH BCID LLC REPRESENTS OR WARRANTS THAT THE BRANDED CALLING ID SERVICES (OR ANY PORTION THEREOF) OR ANY SERVICES, DATA OR ITEMS OBTAINED THROUGH THE BRANDED CALLING ID SERVICES WILL BE UNINTERRUPTED, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
NEITHER WE NOR BCID LLC MAKE ANY REPRESENTATIONS, WARRANTIES, OR COVENANTS RELATED TO REGISTRANT COMPLIANCE WITH APPLICABLE REGULATORY OR LEGAL REQUIREMENTS RELATED TO ROBOCALLS OR THE BRANDED CALLING ID SERVICES.
Limitation of Liability
REGISTRANT EXPRESSLY UNDERSTANDS AND AGREES THAT, TO THE FULLEST EXTENT PROVIDED BY LAW, (I) IN NO EVENT WILL TELNYX, BCID LLC, OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, MEMBERS, SHAREHOLDERS, AFFILIATES, EMPLOYEES OR AGENTS BE LIABLE UNDER ANY LEGAL THEORY (EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) FOR ANY (I) INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, CONSEQUENTIAL OR EXEMPLARY DAMAGES WHATSOEVER OR (II) DAMAGES FOR LOSS OF PROFITS, OPPORTUNITIES, REVENUES, INVESTMENTS, GOODWILL, DATA, INTERRUPTIONS, DELAYS IN OPERATIONS, OMISSIONS, DEFECTS, FAILURE OF PERFORMANCE OR OTHER INTANGIBLE LOSSES; AND (A) THE MAXIMUM CUMULATIVE LIABILITY FOR ANY CLAIMS ARISING OUT OF OR RELATED TO REGISTRANT'S USE OF THE BCID SERVICES (OR ANY PORTION THEREOF) (UNDER ANY LEGAL THEORY) SHALL NOT EXCEED THE AMOUNTS PAID BY REGISTRANT FOR A PERIOD OF SIX (6) MONTHS PRIOR TO THE TIME OF THE EVENT GIVING RISE TO THE CLAIM. REGISTRANT AGREES THAT REGARDLESS OF ANY STATUTE OR LAW TO THE CONTRARY, ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATED TO USE OF THE WEBSITE (OR ANY PORTION THEREOF) OR THE BCID SERVICES (OR ANY PORTION THEREOF) MUST BE FILED WITHIN ONE (1) YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION AROSE OR BE FOREVER BARRED. THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. THIS SECTION SHALL SURVIVE THE TERMINATION OF THESE TERMS OF USE.
Indemnification
Registrant agrees to defend, indemnify, and hold each of Telnyx, BCID LLC, and each of their respective directors, officers, members, shareholders, affiliates, employees and agents (collectively, "Indemnitees") harmless against all claims, demands, lawsuits, investigations, expenses, liabilities, losses, costs, fines and damages, including, but not limited to, reasonable attorneys' fees, that the Indemnitees may incur or have to pay in connection with or arising out of (i) Registrant's use of the Branded Calling ID Services (or any portion thereof), including without limitation the BCID Display Data and any other material Registrant submits, posts or transmits to BCID LLC, or its connection to the Branded Calling ID Services, (ii) Registrant's violation of these Terms of Use or any other agreement with BCID LLC (including, without limitation, any breaches of Registrant's confidentiality, privacy, and intellectual property obligations); (iii) Registrant's violation of the BCID best practices, as provided by us from time to time; (iv) Registrant's use of a Call Logo, Call Reason, and/or Caller Display Name information utilizing SHAFT Content (as defined in the BCID Best Practices); (v) Registrant's use of a Call Logo, Call Reason, and/or Caller Display Name information that allegedly violates any intellectual property rights of a third party or third parties; or (vi) Registrant's negligence or willful misconduct. BCID LLC reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by Registrant, in which event Registrant will cooperate with BCID LLC in asserting any available defenses. This Section shall survive the termination of these Terms of Use.
