The agreement behind the trunk.

01 The agreement

These Terms of Service (the “Terms”) are entered into between Everglades Communications LLC, a Wyoming limited liability company (“Everglades”, “we”, “us”), and the entity identified on the accepted order (“Customer”, “you”).

The agreement between us consists of these Terms, the Acceptable Use Policy, the KYC/KYB Policy, the Privacy Policy, and each accepted order or rate schedule. Where they conflict, an executed order prevails over these Terms for the service it covers, and the Acceptable Use Policy prevails over everything on questions of permitted use.

You accept these Terms by executing an order, by activating an account, or by sending traffic across our network — whichever happens first.

02 Definitions

Service

SIP trunking, call termination, call origination, telephone numbers and related services we supply under an accepted order.

Traffic

Every call attempt, completed call and signaling message sent to or from your account, whether originated by you, by your customers, or by anyone using your credentials.

CDR

Call detail record — our record of a call attempt, which is the record of authority for billing under clause 07.

CPS

Calls per second: the rate at which you may submit call attempts.

Channel

One concurrent call path.

03 Business customers only

The Service is offered exclusively to businesses acting in a commercial capacity. It is not offered to consumers, and it is not a residential or retail telephone service. By entering into this agreement you represent that you are acquiring the Service for business purposes, that you are duly organized and in good standing, and that the person accepting these Terms is authorized to bind you.

You must not be located in, or controlled by a party located in, a jurisdiction subject to comprehensive U.S. sanctions.

04 Approval and onboarding

Service is conditional on completing the KYC/KYB Policy to our satisfaction. We may refuse an application without giving reasons, and completing onboarding does not oblige us to provide service.

You must provide accurate, complete and current information during onboarding, and must notify us of material changes within the time set by that policy. Providing false or misleading onboarding information is a material breach, entitles us to terminate immediately, and is not cured by later supplying the truth.

We may re-verify at any time and may suspend service where re-verification is not completed within a reasonable period after a written request.

05 The Service

We will provide the Service with reasonable skill and care, in accordance with the accepted order. We may modify the technical implementation of the Service — routing, codecs, signaling, points of presence — provided we do not materially degrade the functionality you have ordered.

Routing decisions are ours. We select routes on quality and cost together, and we may change carriers in a route at any time. We do not guarantee that a given call will traverse a particular carrier or path.

You are responsible for your own equipment, internet connectivity, session border controllers, dialer configuration and credential security. We are not responsible for performance problems arising from them.

06 Orders, quotes and rates

Rates are quoted after onboarding clears, per route, and are valid for the period stated in the quote. Rates for international destinations may change frequently. We may amend an international rate on seven days’ notice to your billing contact, or, where an upstream carrier changes its rates to us without notice, on notice given as soon as practicable and effective no earlier than the time that notice is sent. No rate change applies retroactively to calls completed before the change takes effect.

Rates for US48 and Canada termination, DIDs and channels are fixed for the period stated in the quote and may be amended only on 30 days’ notice. If a rate change materially and adversely affects you, you may terminate service to the affected destination, or terminate this agreement, without penalty and without early-termination charge, by written notice before the change takes effect. Continuing to send traffic after an amended rate takes effect is acceptance of it.

07 Charges, billing and payment

• Usage is billed per second after an initial minimum of six seconds, unless the order says otherwise.
• Our CDRs are the record of authority. Where your records differ from ours, ours govern unless you show a manifest error.
• Invoices are issued on the cycle stated in the order and are payable within the period it specifies. Where none is specified, payment is due within 15 days.
• Late amounts bear interest at 1.5% per month, or the maximum permitted by law if lower, plus reasonable costs of collection.
• Charges are exclusive of taxes and regulatory fees. See clause 08.

You must dispute an invoice in writing within 60 days of the invoice date, identifying the specific calls or charges disputed and the basis. Undisputed amounts remain payable while a dispute is open, and we will not suspend for non-payment of a good-faith disputed amount. Charges not disputed within that period are final, except that this clause does not bar a dispute (a) based on charges resulting from unauthorized use or compromise of your credentials, which you may raise within 60 days of the date you discovered or reasonably should have discovered the unauthorized use, or (b) based on manifest error in our records. We will provide the CDRs supporting any disputed charge within ten business days of your request.

08 Taxes and regulatory fees

You are responsible for all applicable taxes, surcharges and regulatory fees arising from the Service, including federal Universal Service Fund contributions, state universal service and 911 fees, and any sales, use, excise or communications taxes — excluding taxes on our net income.

If you claim exemption or resale status, you must provide a valid certificate before the exemption applies. You remain liable for amounts assessed against us if a certificate you supplied turns out to be invalid, together with any resulting penalties and interest.

09 Balances, credit limits and deposits

Accounts may be prepaid, post-paid subject to a credit limit, or both. We set and may adjust credit limits, channel counts and CPS caps at our discretion, based on your risk rating, payment history and traffic behaviour.

We may suspend service without notice where a prepaid balance is exhausted or a credit limit is reached. We may require a deposit or increase an existing one where your traffic profile or payment history changes materially.

Prepaid balances are applied against usage only and are not a deposit. On termination by you for convenience, or by us for cause, unused prepaid balances are forfeited. On termination by us for convenience, or on your termination for our material breach, we refund unused prepaid balances, less accrued charges, within 30 days. Nothing in this clause affects our obligations under applicable unclaimed-property law.

10 Your traffic, and your liability for it

You warrant that your traffic complies with the Acceptable Use Policy and with all applicable law, including the Telephone Consumer Protection Act, the Truth in Caller ID Act, the Telemarketing Sales Rule, state telemarketing statutes, and the FCC’s rules on caller identification authentication.

You will maintain evidence of consent and of your right to use presented numbers, and will produce it within the periods set by the Acceptable Use Policy. You will respond to traceback requests within 24 hours.

We may set fraud thresholds, velocity limits and destination blocks. These protect the network; they are not a guarantee against fraud, and their existence does not shift responsibility for your traffic to us.

11 Numbers, porting and reclamation

Telephone numbers are administered under numbering authority rules and are not property. You acquire a right to use a number assigned to you for as long as the account is in good standing; you do not acquire ownership of it.

• Numbers may be reclaimed where an account is terminated, where charges are unpaid, where a number is unused for the period the applicable rules allow, or where a numbering authority requires it.
• We will port numbers out on a valid request from a gaining carrier, provided your account is current. We will not hold numbers hostage over a commercial dispute, and we will not delay a valid port to make leaving inconvenient.
• You are responsible for the accuracy of porting information you supply, and for any charges arising from an erroneous port request.

12 Emergency calling — important limitations

No emergency service by default

You must not represent to any end user that the Service supports emergency calling, and you must give each end user clear written notice of this limitation and of the need to maintain an alternative means of reaching emergency services.

Where E911 is ordered

Emergency calling is provided on a reasonable-efforts basis and is not warranted to be available or accurate. You must provide, validate and keep current a dispatchable location — a validated street address together with room, floor, unit or similar information sufficient to identify the caller’s location — for each endpoint, through the provisioning mechanism we designate, and must update it within 24 hours of any change. Emergency calling may be unavailable during a power failure, loss of internet connectivity, a network failure, or where dispatchable location is missing, stale or inaccurate.

Kari’s Law and the RAY BAUM’S Act

Where you install, manage, operate or use a multi-line telephone system, you are the party responsible under 47 U.S.C. § 623 and 47 C.F.R. § 9.16 for (a) enabling users to dial 911 directly, without a prefix or access code; (b) providing contemporaneous on-site notification of 911 calls; and (c) conveying dispatchable location with each 911 call. We do not install, manage or operate your system and assume no obligation under those provisions.

Acknowledgment and flow-down

You must obtain and retain from each end user a signed or electronically recorded acknowledgment of the limitations in this clause, in the form we make available, and must impose obligations at least as protective on any party to whom you resell.

Emergency-services indemnity

You will defend, indemnify and hold harmless Everglades against any claim by or on behalf of any person arising from a 911 or emergency call placed over the Service, including claims for death, personal injury or property damage, however caused, except to the extent caused by Everglades’ willful misconduct. This paragraph survives termination and is not subject to the limitation of liability in clause 17.

Insurance

You will maintain commercial general liability insurance of not less than $2,000,000 per occurrence covering the obligations in this clause, and will name Everglades as an additional insured on request.

13 Acceptable use

The Acceptable Use Policy is incorporated into these Terms. Breach of it is breach of this agreement, and the enforcement steps set out in it apply in addition to the rights in clause 14.

14 Suspension and termination

Suspension

We may suspend or throttle the Service, in whole or in part, immediately and without notice where: traffic breaches the Acceptable Use Policy; a regulator, court or upstream carrier requires it; the network’s integrity or another customer’s service is threatened; payment is overdue or a credit limit is exhausted; or onboarding information proves false. We will tell you as soon as practicable and, where the cause is curable, what cure we require.

Termination

• Either party may terminate for convenience on 30 days’ written notice, unless an order states a committed term.
• Either party may terminate immediately if the other commits a material breach that is not cured within 10 days of written notice, or becomes insolvent.
• We may terminate immediately, without a cure period, for conduct falling within section 04 of the Acceptable Use Policy, for a positive sanctions match, or for fraudulent onboarding information.

On termination

Accrued charges become immediately due, numbers may be reclaimed, and we will provide reasonable cooperation with porting out where your account is current. Clauses 07, 08, 10, 12, 16, 17, 18, 19 and 21 survive termination.

15 Service targets

Availability figures, latency figures and quality metrics published on our website or quoted in pre-contractual materials are targets, not guarantees, and do not constitute a service level agreement. A binding service level agreement applies only where one is executed in writing and attached to an order.

We do not warrant that the Service will be uninterrupted or error-free, that any particular call will complete, or that answer rates, delivery rates or caller-ID display outcomes will meet any level. Terminating carriers, analytics engines and handset applications independently block and label calls, and those decisions are outside our control.

16 Disclaimer of warranties

Except as expressly stated in these Terms, and to the fullest extent permitted by law, the Service is provided “as is” and “as available”, and we disclaim all other warranties, express, implied or statutory, including implied warranties of merchantability, fitness for a particular purpose, title and non-infringement.

17 Limitation of liability

Neither party is liable for indirect, incidental, special, consequential, exemplary or punitive damages, or for lost profits, lost revenue, lost business or loss of goodwill, whether in contract, tort or otherwise, even if advised of the possibility.

Our total aggregate liability arising out of or relating to this agreement is limited to the greater of (a) the total charges you paid us in the twelve months immediately preceding the event giving rise to the claim, or (b) $25,000.

These limits do not apply to your obligation to pay charges, to either party’s indemnification obligations, to your breach of the Acceptable Use Policy, or to liability that cannot be limited by law — including fraud, willful misconduct, and death or personal injury caused by negligence.

18 Indemnification

You will defend, indemnify and hold harmless Everglades, its officers, members and personnel from any claim, demand, proceeding, fine, penalty, loss or expense (including reasonable legal fees) arising from or relating to:

• your traffic, including claims under the Telephone Consumer Protection Act, state telemarketing statutes, the Truth in Caller ID Act, or by a called party;
• your breach of the Acceptable Use Policy or of applicable law;
• the content of any communication you or your end users transmit;
• your failure to give the emergency-calling notices required by clause 12; or
• any regulatory action, traceback finding or upstream carrier claim attributable to traffic originating from your account.

Each of the above applies except to the extent the claim arises from Everglades’ own negligence, willful misconduct, or breach of this agreement.

This clause does not extend to any fine, forfeiture or penalty imposed on Everglades for Everglades’ own violation of law or of the Commission’s rules, including our obligations under 47 C.F.R. §§ 64.1200(k) and (n) and 64.6305.

We will notify you promptly of any claim, give you control of the defense for claims covered by this clause, and cooperate reasonably at your expense. You may not settle a claim in a way that imposes an obligation on us, or admits our fault, without our written consent.

Insurance

You will maintain, throughout the term and for two years after it ends, commercial general liability cover of not less than $2,000,000 per occurrence and technology errors-and-omissions or media liability cover of not less than $2,000,000, will name Everglades as an additional insured, and will provide certificates on request.

19 Confidentiality

Each party will protect the other’s confidential information with at least reasonable care, use it only to perform this agreement, and disclose it only to personnel and advisers who need it and are bound to equivalent obligations. Rates, CDRs, onboarding material, network configuration and traffic statistics are confidential.

These obligations do not apply to information that is public through no breach, was already known, is independently developed, or is lawfully received from a third party. Where disclosure is compelled by law, the disclosing party will give notice where it is lawfully able to.

20 Force majeure

Neither party is liable for failure or delay caused by events beyond its reasonable control, including natural disaster, war, terrorism, civil disturbance, labor dispute, fibre or power failure, upstream carrier failure, denial-of-service attack, or an act of government or regulator. Payment obligations for service already rendered are not excused.

21 Governing law and disputes

This agreement is governed by the laws of the State of Wyoming, without regard to its conflict of laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

The parties will first attempt to resolve any dispute through good-faith negotiation between senior representatives for 30 days after written notice of the dispute.

Any dispute not resolved within that period will be finally resolved by binding arbitration administered by JAMS under its Comprehensive Arbitration Rules, before one arbitrator, seated in Sheridan County, Wyoming, in English. Each party waives any right to bring or participate in a class, collective, consolidated or representative proceeding. Either party may bring an individual action in small claims court.

If this arbitration agreement is held unenforceable in whole or in part, the parties consent to exclusive jurisdiction and venue in the state or federal courts located in Sheridan County, Wyoming, each party irrevocably submits to that jurisdiction and waives any objection based on inconvenient forum, and each party waives trial by jury to the fullest extent permitted by applicable law.

Nothing in this clause prevents either party from seeking injunctive relief in any court of competent jurisdiction to protect its confidential information, intellectual property, or network integrity.

22 Notices

Notices to us must be sent to legal@evergladescomms.com and, for notices of breach, termination or legal proceedings, also by courier or certified mail to Everglades Communications LLC, 30 N Gould St Ste R, Sheridan, WY 82801, United States.

Notices to you are sent to the account and billing contacts you have registered. You are responsible for keeping those contacts current; a notice sent to a stale address you failed to update is still effective.

23 General

• Assignment. You may not assign this agreement without our written consent. We may assign it to an affiliate or in connection with a merger or sale of substantially all our assets.
• Independent contractors. Nothing here creates a partnership, joint venture, agency or employment relationship.
• No third-party beneficiaries. This agreement is for the benefit of the parties only.
• Entire agreement. These Terms and the documents they incorporate are the entire agreement between us and supersede all prior discussions and representations on their subject matter.
• Severability. If a provision is held unenforceable, it is modified to the minimum extent necessary and the remainder stays in force.
• No waiver. Failure to enforce a provision is not a waiver of it.
• Changes. We may amend these Terms on 30 days’ notice to account contacts, except where a change is required by law or regulation on shorter notice. If a change materially and adversely affects you, you may terminate without penalty before it takes effect by giving written notice.