- A Strategic Initiative to Advance America's Telecommunications Infrastructure
Effective Date: April 10, 2025
1. Introduction and Acceptance of Terms
This Terms of Service Agreement (“Agreement”) is a legally binding contract between United States Telecommunications Corporation (“USTelco,” “Company,” “we,” or “us”) and the customer (“Customer” or “you”) who uses or accesses our Services. By clicking “Accept” (or a similar button or checkbox) or by accessing or using any USTelco websites, applications, or services (collectively, the “Services”), you acknowledge that you have read, understood, and agree to be bound by this Agreement. If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind that entity to these terms; in that case, “you” and “Customer” will refer to that entity. If you do not agree to all the terms of this Agreement, you must not use or access the Services.
Your acceptance of this Agreement by electronic means (including click-through acceptance or continued use of the Services) constitutes a valid and binding electronic signature, enforceable as a written contract. You agree that this clickwrap/browsewrap consent is legally sufficient for contract formation. Continued use of the Services after any modifications to this Agreement constitutes acceptance of those changes as described in Section 2 below.
2. Changes to the Terms
USTelco may update or modify this Agreement from time to time. We will provide notice of material changes (for example, by posting the updated Terms on our website, or by email or in-service notification). It is your responsibility to review the Terms periodically. The updated Agreement will be effective as of the effective date indicated. If you continue to use the Services after the updated Terms become effective, you will be deemed to have accepted the revised Terms. If you do not agree to a change, you must stop using the Services and may terminate this Agreement as provided herein.
3. Description of Services
USTelco provides telecommunications and software-as-a-service solutions (the “Services”) to business customers. The Services may include, without limitation, voice and data communication services, internet connectivity, cloud-based communication platforms, and related software tools, as further described in your service order, subscription plan, or other service documentation provided by USTelco (each a “Service Order”). Each Service Order and any additional service-specific terms or documentation are hereby incorporated into this Agreement by reference. In the event of any conflict between this Agreement and a Service Order or specific service terms, this Agreement shall govern unless the Service Order expressly overrides the conflicting term.
USTelco will use commercially reasonable efforts to deliver the Services in accordance with any specifications or service level commitments explicitly agreed to in writing. However, unless otherwise agreed in a separate Service Level Agreement (SLA), USTelco does not guarantee any specific performance levels or uptime for the Services. The Services are subject to improvement, modification, or discontinuation by USTelco at any time, with or without notice, provided that such changes will not materially reduce the core functionality of the Services subscribed to by Customer during a paid term.
4. Onboarding and Account Registration
To access the Services, Customer may be required to complete an onboarding or registration process. Customer agrees to provide accurate, current, and complete information during onboarding and to promptly update such information if it changes. This may include information required for regulatory compliance or verification of identity, especially for telecommunications services (e.g., providing a valid billing address, authorized contacts, or documentation required by law). USTelco reserves the right to reject or terminate any registration or refuse the Services if the provided information is false, outdated, or incomplete, or if Customer fails to satisfy any mandated onboarding requirements.
Upon successful registration, Customer will obtain account credentials (such as usernames, passwords, API keys, or other security credentials). Customer is responsible for maintaining the confidentiality and security of its account credentials and for all activities that occur under Customer’s account. Customer must notify USTelco immediately of any unauthorized access to or use of its account or any other breach of security. USTelco will not be liable for any loss or damage arising from Customer’s failure to secure its account credentials.
Customer shall ensure that all users it permits to access the Services (“Authorized Users”) comply with this Agreement. Customer is responsible for the actions of its Authorized Users and any use of the Services through Customer’s account. If USTelco provides Customer with any equipment or software as part of onboarding, such items remain the property of USTelco or its licensors unless expressly stated otherwise, and must be used only as permitted and returned or deleted upon USTelco’s request or upon termination (if applicable).
5. Compliance with Laws and Acceptable Use Policy
Customer agrees to use the Services only for lawful purposes and in compliance with this Agreement, any Acceptable Use Policy (AUP) that USTelco may maintain, and all applicable laws and regulations. Customer shall not, and shall not permit any Authorized User or third party to, misuse the Services or engage in any activity that interferes with or disrupts the integrity or performance of the Services or USTelco’s network. Prohibited uses of the Services include, but are not limited to:
- Using the Services for any purpose or in any manner that violates any law, regulation, court order, or government mandate (including but not limited to laws governing telecommunications, data privacy, export control, and spam or unsolicited communications).
- Transmitting, uploading, or storing any content that is unlawful, fraudulent, defamatory, harassing, abusive, threatening, harmful, obscene, or otherwise objectionable, or that infringes or misappropriates any third-party intellectual property or privacy rights.
- Reselling, sublicensing, distributing, or providing access to the Services to any third party (except as expressly authorized by USTelco in writing), or using the Services on behalf of or for the benefit of any third party not authorized under this Agreement.
- Using the Services to transmit any viruses, malware, malicious code, or to engage in activities that may interfere with or compromise the security of the Services or any other network, system, or data.
- Attempting to gain unauthorized access to the Services or related systems or networks, or circumventing or disabling any security or technical features of the Services.
- Using the Services in a manner that imposes an unreasonably or disproportionately large load on USTelco’s infrastructure, or that otherwise adversely affects the availability of the Services to other customers (e.g., initiating denial-of-service attacks, mail bombing, or other excessive use).
USTelco may suspend or terminate the Services (in whole or in part) without prior notice if it reasonably determines that Customer or its Authorized Users are violating this Section 5 or any Acceptable Use Policy, or if suspension is necessary to comply with law or protect the security, integrity, or availability of the Services. USTelco shall endeavor to provide notice and an opportunity to cure violations when reasonably practicable, but reserves the right to act immediately in order to prevent harm or liability.
Customer is solely responsible for the content of any data or communications transmitted using the Services and for all activities that occur on or through its accounts. Customer shall ensure that its use of the Services (including the transmission of any Customer data or content via the Services) complies with all applicable export control and economic sanctions laws. Customer represents that it is not named on any U.S. government denied-party list and will not permit any user or third party to access or use the Services in violation of any U.S. export embargo, prohibition or restriction.
6. Data Security and Privacy
Each party agrees to implement and maintain reasonable administrative, physical, and technical safeguards to protect the security and confidentiality of data processed or stored via the Services. USTelco will implement security measures in accordance with industry standards to protect Customer’s data against unauthorized access or disclosure. However, Customer understands that no internet-based service can be guaranteed to be completely secure and USTelco cannot warrant absolute security.
Customer is responsible for using the Services in a manner that enables compliance with applicable data privacy laws. If Customer uploads or transmits personal data or other sensitive information via the Services, Customer represents and warrants that it has all necessary rights, consents, and permissions to do so. Where required by law or agreed by the parties, USTelco and Customer will enter into a separate data processing agreement (“DPA”) governing the processing of personal data.
USTelco will handle any personal information it obtains about Customer or its users in accordance with the USTelco Privacy Policy, which is incorporated herein by reference. The Privacy Policy describes how USTelco collects, uses, and protects personal information. By using the Services, Customer acknowledges that it has reviewed the Privacy Policy. In the event of any conflict between this Agreement and the Privacy Policy regarding the handling of personal data, the Privacy Policy will control with respect to personal data.
Customer must promptly notify USTelco if it becomes aware of any security breach or unauthorized access involving the Services or Customer’s data. In the event of a security incident affecting Customer data, USTelco will notify Customer without undue delay and will cooperate with Customer’s reasonable requests for information and assistance regarding the breach, consistent with USTelco’s incident response procedures and legal obligations.
7. Payment Terms and Billing
Customer agrees to pay all fees and charges for the Services as set forth in the applicable Service Order, subscription plan, or invoice. Fees may include one-time charges, recurring subscription or service fees, usage-based charges, taxes, and any other applicable amounts. Unless otherwise specified in writing by USTelco, all invoices are due and payable in U.S. dollars within thirty (30) days from the invoice date. Customer is responsible for providing accurate billing contact information and for keeping such information up-to-date.
If Customer has provided a credit card or other automatic payment method, Customer authorizes USTelco to charge such payment method for all fees due, including recurring fees and any usage or overage charges incurred. USTelco may issue electronic invoices and Customer agrees to receive invoices electronically.
All fees are exclusive of any taxes, levies, or duties imposed by taxing authorities. Customer is responsible for all applicable taxes and government charges (such as sales, use, telecommunications, excise, value-added, or similar taxes) assessed in connection with the Services, except for taxes based on USTelco’s net income, employment taxes for USTelco’s employees, and any taxes for which Customer has provided a valid exemption certificate. If USTelco is required to collect taxes, those taxes will be added to Customer’s billing statement.
Late payments may be subject to interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by law, accruing from the payment due date until paid. In addition, Customer will be responsible for USTelco’s reasonable costs of collection for overdue amounts, including attorneys’ fees and court costs. If any charge is disputed in good faith, Customer must notify USTelco in writing within sixty (60) days of the invoice date, identify the disputed amount and reason, and pay all undisputed amounts when due. The parties will negotiate in good faith to resolve billing disputes. USTelco will not exercise its late payment rights for amounts under reasonable and timely dispute, provided Customer is cooperating diligently to resolve the dispute.
USTelco reserves the right to suspend or terminate the Services (in whole or in part) if Customer’s account is past due and Customer fails to cure such non-payment within ten (10) days after written notice from USTelco. Suspension of Services for non-payment will not relieve Customer of its obligation to pay all amounts due. Except as expressly provided in this Agreement or required by law, all payments are non-refundable, and credits or refunds (if any) are at the sole discretion of USTelco.
8. Term and Termination
Term: This Agreement commences on the date Customer first accepts it (or first uses the Services, whichever is earlier) and continues in effect until terminated as provided herein. If Customer has agreed to a subscription or Service Order with a defined term (e.g., an annual subscription), the Agreement shall remain in effect for that initial term. Unless otherwise specified in the Service Order, subscriptions will automatically renew for successive renewal terms equal in duration to the initial term (or on a month-to-month basis if the initial term is one month or shorter) unless either party gives notice of non-renewal at least thirty (30) days prior to the end of the then-current term. USTelco will provide advance notice of an upcoming renewal at least 30 days prior if the renewal will result in any increase in fees or a change in terms.
Termination by Customer: Customer may terminate this Agreement or any specific Service at the end of the then-current term by providing the required advance notice of non-renewal as described above. Customer may also terminate the Services or this Agreement for cause if USTelco materially breaches this Agreement and fails to cure such breach within thirty (30) days after receiving written notice from Customer describing the breach.
Termination by USTelco: USTelco may terminate this Agreement or suspend/terminate any Services (a) immediately if Customer breaches Section 5 (Acceptable Use) or otherwise violates any law in connection with use of the Services; (b) upon ten (10) days’ written notice if Customer fails to pay any overdue amount within that ten-day notice period; or (c) for any other material breach by Customer that remains uncured thirty (30) days after USTelco provides written notice of the breach. Additionally, USTelco may terminate any subscription or Service at the end of its current term by providing at least thirty (30) days’ advance notice to Customer (e.g., if USTelco decides to discontinue a particular Service or generally cease business operations of that Service).
Effect of Termination: Upon termination or expiration of this Agreement or any Service Order: (i) all rights and licenses granted to Customer with respect to the terminated Services shall immediately cease; (ii) Customer shall immediately stop all use of the terminated Services; and (iii) if applicable, Customer will return or, at USTelco’s request, destroy any USTelco Confidential Information or materials (including any equipment or software provided) related to the terminated Services. If Customer terminates this Agreement or a Service Order for USTelco’s uncured material breach, USTelco will refund any pre-paid fees covering the period after the effective termination date for the terminated Services. If this Agreement or a Service Order is terminated by USTelco for Customer’s breach, or by Customer without cause (outside of a renewal window), then (to the extent not prohibited by law) Customer shall pay, within thirty (30) days of termination, all amounts that would have been payable for the remaining portion of the committed term of the subscription or Service Order as liquidated damages (not as a penalty).
Any provisions of this Agreement which by their nature should survive termination (including but not limited to payment obligations, confidentiality, disclaimers of warranty, limitations of liability, dispute resolution, and indemnification) shall survive the expiration or termination of this Agreement.
9. Intellectual Property Rights
All rights, title, and interest in and to the Services, and all software, hardware, technology, know-how, methodologies, data (excluding Customer’s own data), and any intellectual property used to provide or embodied in the Services (collectively, “USTelco Technology”) are and shall remain the sole property of USTelco or its licensors. Except for the limited rights expressly granted to Customer under this Agreement, no other rights or licenses are granted or implied. USTelco reserves all rights not expressly granted in this Agreement. Customer will not remove, obscure, or alter any proprietary notices on any USTelco Technology.
Subject to the terms and conditions of this Agreement, USTelco grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right and license during the term of this Agreement to access and use the Services for Customer’s internal business purposes, in accordance with any documentation and restrictions in this Agreement or the applicable Service Order. Customer shall not (and shall not permit any third party to) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code or underlying ideas or algorithms of any USTelco software or Services (except to the extent such restriction is prohibited by applicable law). Customer shall not modify, adapt, or create derivative works of the Services, and shall not copy or frame any part of the Services. Customer may not rent, lease, lend, sell, sublicense, assign, distribute, or otherwise commercially exploit the Services or make them available to any third party, except as expressly permitted by USTelco (such as through a reseller or white-label agreement, if applicable).
Customer retains all rights to any data, information, or material that Customer or its Authorized Users upload or submit to the Services (“Customer Data”). USTelco does not claim ownership of Customer Data. However, Customer grants USTelco a non-exclusive, worldwide, royalty-free right to use, host, copy, transmit, and display Customer Data solely as necessary to provide the Services and as otherwise permitted by this Agreement. USTelco may also collect and use anonymized or aggregated information derived from Customer’s use of the Services for legitimate business purposes (such as service improvements, analytics, or marketing), provided that such information does not identify Customer or any individual and is not attributable to Customer.
If Customer provides USTelco with suggestions, feedback, or other input regarding the Services, Customer grants USTelco a perpetual, irrevocable, royalty-free license to use and incorporate such feedback into the Services or USTelco’s business operations without restriction, provided no Confidential Information of Customer is included in the feedback.
10. Confidentiality
Definition: “Confidential Information” means any non-public or proprietary information disclosed by one party (“Disclosing Party”) to the other (“Receiving Party”) that is designated as confidential or that should reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure. USTelco’s Confidential Information includes, without limitation, the pricing and terms of this Agreement, USTelco Technology, and any non-public technical or business information about the Services. Customer’s Confidential Information includes, without limitation, Customer Data and any non-public information about Customer’s business or technology that may be disclosed to USTelco in connection with the Services.
Obligations: The Receiving Party shall: (i) use the Disclosing Party’s Confidential Information only for the purpose of fulfilling its obligations or exercising its rights under this Agreement; (ii) not disclose or permit access to the Disclosing Party’s Confidential Information to any third party, except for its affiliates, employees, contractors, or agents who need to know it for the above-stated purpose and who are bound by confidentiality obligations no less protective than those in this Section; and (iii) protect the Disclosing Party’s Confidential Information from unauthorized use or disclosure with at least the same degree of care it uses to protect its own similar confidential information, and in no event less than a reasonable standard of care.
Exclusions: Confidential Information does not include any information that: (a) is or becomes generally known to the public through no fault of the Receiving Party; (b) was rightfully known to the Receiving Party without restriction prior to disclosure by the Disclosing Party; (c) is lawfully disclosed to the Receiving Party by a third party without restriction on disclosure; or (d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information.
Required Disclosure: The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent required by law, regulation, or court order, provided that (to the extent legally permitted) the Receiving Party gives prompt written notice to the Disclosing Party of the requirement and cooperates with the Disclosing Party’s reasonable requests to seek a protective order or otherwise limit the disclosure.
The obligations in this Section 10 shall survive for five (5) years after the termination of this Agreement, except with respect to trade secrets, which shall remain confidential for so long as they are trade secrets under applicable law.
11. Warranties and Disclaimers
Mutual Authority Warranty: Each party represents and warrants that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder, and that doing so will not violate any other agreement to which it is a party.
USTelco Warranties: USTelco warrants that it will provide the Services in a professional and workmanlike manner, consistent with general industry standards reasonably applicable to the provision of such Services. However, USTelco does not warrant that the Services will be uninterrupted, error-free, or completely secure. Except as expressly stated in this Agreement, the Services are provided on an “as is” and “as available” basis.
Customer Warranties: Customer represents and warrants that it will use the Services in compliance with this Agreement and all applicable laws and regulations. Customer further warrants that it has obtained all necessary rights and consents to provide any data (including personal data) that it uploads to or uses in conjunction with the Services, and that such data and its use as contemplated by this Agreement will not violate any intellectual property, privacy, or other rights of any third party or any law or regulation.
Disclaimer of Warranties: EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, USTELCO MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, REGARDING THE SERVICES OR ANY RELATED PRODUCTS, SUPPORT, OR OTHER MATERIALS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, USTELCO DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. USTELCO DOES NOT GUARANTEE THAT THE SERVICES WILL MEET CUSTOMER’S REQUIREMENTS, OR THAT THE SERVICES WILL PREVENT UNAUTHORIZED ACCESS OR SECURITY BREACHES, OR THAT ALL DEFECTS WILL BE CORRECTED. CUSTOMER ASSUMES ALL RESPONSIBILITY FOR THE SELECTION AND USE OF THE SERVICES TO ACHIEVE ITS INTENDED RESULTS.
Some jurisdictions do not allow the exclusion of certain warranties, so some of the above exclusions may not apply to the Customer. In such case, the duration of any such warranty is limited to the minimum period permitted by law.
12. Limitation of Liability
Limitation of Liability: TO THE FULLEST EXTENT PERMITTED BY LAW, USTELCO’S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICES (INCLUDING ANY CAUSE OF ACTION SOUNDING IN CONTRACT, TORT, OR STRICT LIABILITY) SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER TO USTELCO FOR THE SPECIFIC SERVICE THAT GAVE RISE TO THE CLAIM IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. If no fees were paid (for example, during a free trial), USTelco’s liability shall not exceed $100 USD.
Exclusion of Damages: IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES WHATSOEVER, or for any loss of profits, revenue, business, savings, data, use, or goodwill, arising out of or related to this Agreement or the Services, even if advised of the possibility of such damages or if such damages were foreseeable.
The limitations and exclusions of liability in this Section 12 shall apply regardless of the form or theory of claim or action (whether in contract, negligence, strict liability, or any other theory), but shall not limit or exclude (i) Customer’s payment obligations under this Agreement; (ii) either party’s liability for fraud or willful misconduct; (iii) Customer’s liability for infringement or misappropriation of USTelco’s intellectual property or for breach of the license restrictions in Section 9; or (iv) any liability which cannot be excluded or limited by applicable law (in which case such liability is limited to the minimum extent permitted by law).
Some jurisdictions do not allow the exclusion or limitation of certain damages; in such cases, the above limitations shall apply to the maximum extent permitted by law.
13. Indemnification
Customer Indemnity: Customer shall defend, indemnify, and hold harmless USTelco and its affiliates, officers, directors, employees, and agents from and against any and all third-party claims, actions, suits or proceedings, as well as any losses, liabilities, damages, fines, penalties, costs, or expenses (including reasonable attorneys’ fees and court costs) (collectively, “Claims”), that arise out of or relate to: (a) Customer’s or its Authorized Users’ use of the Services in violation of this Agreement or applicable law; (b) any Customer Data or content transmitted or stored by Customer through the Services, including any allegation that such data or content infringes or misappropriates the intellectual property or privacy rights of a third party, or has caused harm to a third party; or (c) Customer’s breach of any of its representations, warranties, or obligations under this Agreement. USTelco will (i) promptly notify Customer in writing of any Claim (provided that any delay in notification will not relieve Customer of its indemnification obligations except to the extent such delay materially prejudices Customer); (ii) permit Customer to control the defense and settlement of the Claim (however, Customer shall not settle any Claim that admits fault or liability of USTelco or imposes any obligation on USTelco without USTelco’s prior written consent); and (iii) cooperate with Customer, at Customer’s expense, in the defense of the Claim. USTelco may participate in the defense with counsel of its own choosing at its own expense.
USTelco Indemnity: USTelco shall defend, indemnify, and hold harmless Customer and its officers, directors, and employees from and against any third-party Claims that the Services, as provided by USTelco to Customer under this Agreement, directly infringe a U.S. patent, copyright, or trademark, or misappropriate a third party’s trade secret. If such a Claim arises, USTelco may, at its option, (i) procure for Customer the right to continue using the Service in question; (ii) modify the Service to render it non-infringing without materially reducing its functionality; or (iii) if the foregoing options are impracticable, terminate the affected Service (or this Agreement, if applicable) and refund any pre-paid fees for the terminated portion of the subscription. USTelco’s indemnification obligations shall not apply to the extent the alleged infringement arises from: (1) Customer’s use of the Service in combination with products, services, content, or data not provided by USTelco; (2) Customer’s failure to use any updates, patches, or modifications provided by USTelco if the infringement would have been avoided by use of the updated version; or (3) Customer Data or non-USTelco materials. The indemnification procedures for Customer (as the indemnifying party) above shall likewise apply to USTelco when it is the indemnifying party.
This Section 13 sets forth each party’s sole and exclusive remedies, and entire liability, with respect to any third-party intellectual property infringement or misappropriation claims.
14. Governing Law and Jurisdiction
Governing Law: This Agreement and any disputes arising out of or relating to this Agreement or the Services shall be governed by and construed in accordance with the laws of the State of Delaware, U.S.A., without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply to this Agreement.
Jurisdiction and Venue: Subject to the arbitration provisions in Section 15, the parties agree that any action or proceeding to resolve a dispute between them shall be brought exclusively in the state or federal courts located in the State of Delaware, and each party irrevocably consents to the exclusive jurisdiction and venue of such courts. Each party waives any objection on the grounds of lack of jurisdiction, forum non conveniens, or any similar doctrine.
15. Dispute Resolution and Arbitration
Informal Resolution: The parties agree to attempt in good faith to resolve any controversy or claim arising out of or relating to this Agreement or the Services informally by contacting the other party and engaging in discussions. If a dispute cannot be resolved informally within a reasonable time, it shall be resolved through the following binding arbitration process, except as set forth under “Exceptions” below.
Binding Arbitration: Any dispute, claim, or controversy arising out of or relating to this Agreement, or the breach, termination, enforcement, interpretation, or validity thereof, or use of the Services (collectively, “Disputes”), shall be resolved by final and binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules. The arbitration will be conducted by a single arbitrator experienced in technology and commercial contract disputes. The seat or legal place of arbitration shall be in Delaware, U.S.A., and the arbitration may be conducted in person in Delaware or, if both parties agree, via videoconference or other remote means. The arbitrator will apply the governing law specified in Section 14. Judgment on the arbitrator’s award may be entered in any court of competent jurisdiction.
The arbitrator shall have exclusive authority to resolve any dispute regarding the arbitrability or enforceability of this arbitration provision, including any claim that the arbitration provision or this Agreement is void, voidable, or otherwise invalid. The arbitrator shall have the authority to grant any relief that would be available in court, including temporary or preliminary injunctive relief, and shall issue a reasoned written award. The decision of the arbitrator will be final and binding on the parties.
Class Action Waiver: All Disputes shall be conducted only on an individual basis and not in a class, consolidated, or representative action. CUSTOMER HEREBY WAIVES ANY RIGHT TO PARTICIPATE AS A CLASS REPRESENTATIVE OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION AGAINST USTELCO WITH RESPECT TO ANY DISPUTE. The arbitrator shall not have authority to combine or aggregate similar claims or conduct any class or representative proceeding, nor to make an award to any person or entity not a party to the arbitration. If for any reason a Dispute proceeds in court rather than in arbitration, each party waives any right to a jury trial and agrees that the case will be conducted only on an individual (non-class, non-representative) basis.
Exceptions: Notwithstanding the above arbitration requirement, either party may seek injunctive or equitable relief at any time in the courts specified in Section 14 (Delaware) to protect its intellectual property or Confidential Information, or to enforce an arbitration award. Such action for injunctive relief shall not be deemed incompatible with the agreement to arbitrate or as a waiver thereof.
This Section 15 shall be interpreted and enforced under the U.S. Federal Arbitration Act (9 U.S.C. § 1 et seq.) to the maximum extent applicable. The fees of the arbitrator and AAA shall be borne as required by the AAA’s rules or as allocated by the arbitrator in the final award. Each party shall bear its own attorneys’ fees and costs, unless the arbitrator awards attorneys’ fees to the prevailing party, in which case such fees shall be determined and awarded by the arbitrator according to applicable law.
16. Miscellaneous Provisions
Entire Agreement: This Agreement, together with any Service Orders, attachments, and referenced policies or documents (including any Acceptable Use Policy, Privacy Policy, DPA, or SLA), constitutes the entire agreement between USTelco and Customer with respect to its subject matter and supersedes all prior or contemporaneous communications, understandings, or agreements (whether oral or written) relating to the same subject matter. In the event of a conflict between this Agreement and any Service Order or other incorporated document, the terms of this Agreement shall prevail unless the Service Order or document expressly overrides the specific provision of this Agreement.
Amendment and Waiver: Except for updates to this Agreement made by USTelco as described in Section 2, any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties. No waiver of any breach or default shall be effective unless in writing and signed by the party against whom the waiver is asserted. No failure or delay by either party in exercising any right or remedy shall operate as a waiver of that or any other right or remedy, nor shall any single or partial exercise preclude further exercise of any right or remedy.
Severability: If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court or other tribunal of competent jurisdiction, that provision shall be enforced to the maximum extent permissible and the remaining provisions of this Agreement will remain in full force and effect. The parties will negotiate in good faith a valid and enforceable provision that is a reasonable replacement for any invalid or unenforceable term, which reflects the intent of the original term.
Assignment: Customer may not assign or transfer this Agreement, in whole or in part, without the prior written consent of USTelco, except that Customer may assign this Agreement in its entirety (with notice to USTelco) in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of Customer’s assets. USTelco may assign or transfer this Agreement without Customer’s consent to any USTelco affiliate, or in connection with a merger, acquisition, reorganization, or sale of assets, or by operation of law. Any purported assignment in violation of this Section is void. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties and their respective successors and permitted assigns.
Relationship of the Parties: The parties are independent contractors, and nothing in this Agreement shall be construed to create any partnership, joint venture, fiduciary, franchise, or agency relationship between USTelco and Customer. Neither party has the authority to bind or obligate the other party in any manner.
No Third-Party Beneficiaries: This Agreement is intended for the sole benefit of USTelco and Customer and their respective permitted successors and assigns. Except as expressly provided herein, nothing in this Agreement is intended to confer any rights or remedies on any third party (including any end users of Customer or any Authorized User) or to create any obligation or liability to any third party.
Force Majeure: Neither party shall be liable for any failure or delay in performance (except for payment obligations) to the extent caused by circumstances beyond its reasonable control, including, but not limited to, acts of God, war, terrorism, civil unrest, pandemic, governmental actions, labor shortages or strikes, utility or Internet failures, or failures or delays of common carriers or third-party hosting providers. The impacted party shall give prompt notice to the other party, stating the period of time the occurrence is expected to continue, and shall use diligent efforts to mitigate the impact of the force majeure. If a force majeure event continues for more than sixty (60) days, either party may terminate the affected Services upon written notice without further liability (except that Customer will remain responsible for any fees due for periods prior to termination).
Notices: Except as otherwise specified in this Agreement, all notices under this Agreement must be in writing and will be deemed given: (i) when delivered by hand or courier, or verified as delivered by tracking if sent via a delivery service; (ii) when received or three (3) business days after being sent by U.S. Postal Service first-class mail (postage prepaid); or (iii) on the day sent by email to the designated email address for notice, provided that no bounce-back or error message is received. Notices to Customer may be sent to the contact information (email or physical address) on file with USTelco. Notices to USTelco shall be sent to United States Telecommunications Corporation, Attn: Legal Department, at the address specified on USTelco’s website (or if no address is listed, to USTelco’s registered corporate address in Delaware), with a copy emailed to [email protected]. Customer agrees that electronic communications (such as email or via the Services) shall satisfy any applicable legal requirements that such communications be in writing.
Headings and Interpretation: Section headings in this Agreement are for convenience only and have no legal or contractual effect. The words “including” or “includes” mean “including without limitation.” This Agreement shall not be construed in favor of or against either party by reason of authorship or origin of the provisions hereof.
By using or accessing the Services, or by clicking “I Agree” (or a similar mechanism) to accept this Agreement, Customer acknowledges that it has read and understood this Agreement and agrees to be bound by its terms. If you have any questions or concerns about these Terms of Service, please contact USTelco at the notice address provided above.