TERMS AND CONDITIONS OF SERVICE

Effective Date: 04/28/2025

Last Updated: 04/28/2025

1. INTRODUCTION

Welcome to Exiant Communications LLC ("Exiant," "Company," "we," "us," or "our"). These Terms and Conditions ("Terms") constitute a legally binding agreement between you and Exiant Communications LLC governing your access to and use of our communications platform, APIs, software, network infrastructure, and any related services (collectively, the "Services").

Our Services enable businesses and developers to build applications that leverage modern telecommunications capabilities, including voice, messaging, and other communications functionality. As a provider of Communications Platform as a Service (CPaaS), we are committed to responsible use and legal compliance.

2. DEFINITIONS

Throughout these Terms, the following definitions apply:

• "Account" refers to your registered account with Exiant that enables access to our Services.
• "Applicable Laws" means all federal, state, local, and international laws, rules, and regulations applicable to telecommunications, data protection, privacy, consumer protection, marketing, and anti-fraud measures, including but not limited to the Telephone Consumer Protection Act (TCPA), Truth in Caller ID Act, Communications Act, Federal Trade Commission Act, CAN-SPAM Act, and similar laws worldwide.
• "Content" means any data, voice, messages, recordings, text, images, or other information transmitted through the Services.
• "Customer," "you," or "your" refers to the individual, entity, or organization accessing or using the Services.
• "End User" means any individual or entity that receives communications or interacts with your services powered by our platform.
• "Telephony Resources" includes phone numbers, short codes, sender IDs, and other identifiers used to facilitate communications.

3. ELIGIBILITY AND ACCOUNT REGISTRATION

3.1 Eligibility Requirements

To use our Services, you must:

• Be at least 18 years old or the age of majority in your jurisdiction
• Possess the legal authority to enter into this agreement on behalf of yourself or your organization
• Complete our verification and onboarding process
• Maintain compliance with our acceptable use policies and all Applicable Laws

3.2 Account Creation and Security

When registering for an Account, you must provide accurate, current, and complete information. You are solely responsible for:

• Maintaining the confidentiality of your Account credentials
• Restricting access to your Account
• Ensuring the security of your API keys and authentication tokens
• All activities that occur under your Account, whether authorized or not

You must notify us immediately at support@exiant.net if you become aware of any security breach or unauthorized use of your Account.

3.3 Identity Verification

We maintain stringent identity verification procedures to prevent fraud and ensure regulatory compliance. You agree to provide any requested documentation to verify your identity and legitimate business purpose, which may include business registrations, government-issued identification, and other verification documents.

4. TELECOMMUNICATIONS-SPECIFIC REQUIREMENTS

4.1 Number Registration and Compliance

When using our telephony services, you must:

• Register and maintain accurate records for all telephone numbers and Telephony Resources
• Provide valid business information for registration with industry databases and regulatory authorities
• Comply with all number registration requirements, including those of the Robocall Mitigation Database, STIR/SHAKEN frameworks, and carrier registration systems
• Disclose the nature of your calling or messaging campaigns when requested

4.2 Caller ID and Origination Requirements

In accordance with the Truth in Caller ID Act and similar regulations worldwide, you must:

• Transmit accurate calling party information and refrain from altering Caller ID information with the intent to defraud, harm, or wrongfully obtain anything of value
• Only use Caller ID information that you are authorized to use
• Never display a phone number, P2P long code, or toll-free number as the caller ID if the call or message did not originate from that number
• Ensure that any displayed name accurately represents the calling party

4.3 Consent and Opt-Out Requirements

When contacting End Users through our Services, you must:

• Obtain and maintain proper consent before initiating communications
• Honor opt-out requests promptly (within 24 hours for text messages and 30 days for voice calls)
• Maintain auditable records of consent for at least four years
• Provide clear opt-out instructions in your communications
• Respect national and state-specific Do Not Call registries and similar restrictions

5. SERVICE USAGE AND RESTRICTIONS

5.1 Acceptable Use

You agree to use our Services solely for legitimate business purposes in a manner that complies with these Terms, our Acceptable Use Policy, and all Applicable Laws. You are responsible for ensuring that all Content transmitted through our Services:

• Is not unlawful, harmful, threatening, abusive, harassing, defamatory, or otherwise objectionable
• Does not infringe upon or violate intellectual property rights or privacy rights
• Does not contain software viruses or any code designed to disrupt or damage our Services
• Does not involve deceptive marketing practices, false advertising, or misrepresentation

5.2 Message and Call Content Guidelines

All communications sent through our platform must:

• Clearly identify the sender or business represented
• Contain accurate information
• Not promote illegal goods, services, or activities
• Comply with all industry guidelines, including those from the CTIA, MMA, and carrier-specific requirements
• Not include prohibited content categories such as gambling, adult content, or weapons marketing without specific prior authorization and compliance with specialized requirements

5.3 Rate Limiting and Usage Thresholds

To maintain platform integrity and prevent abuse, we implement rate limiting and usage thresholds. Exceeding these limits may result in temporary service restrictions. High-volume senders must maintain a low complaint rate, typically below 0.3% of total messages sent or calls made.

5.4 Anti-Fraud Monitoring

Our platform incorporates advanced fraud detection mechanisms. We reserve the right to monitor traffic patterns for unusual activity that may indicate fraud, abuse, or violations of these Terms. If such activity is detected, we may:

• Temporarily suspend your Account
• Block specific traffic patterns
• Require additional verification
• Terminate your Account if the activity violates these Terms or Applicable Laws

6. PRICING, PAYMENT, AND BILLING

6.1 Service Fees

You agree to pay all applicable fees for the Services as outlined in your service plan, order form, or as displayed in your Account dashboard. Fees are based on actual usage of the Services and may include:

• Per-message or per-minute charges
• Monthly recurring charges for number rentals and platform access
• Setup and activation fees
• Premium feature charges

6.2 Payment Terms

Payment terms are as follows:

• Prepaid accounts require maintaining a positive balance
• Postpaid accounts will be billed according to the billing cycle specified in your agreement
• Payment is due within 30 days of invoice date unless otherwise specified
• Late payments may incur a service charge of 1.5% per month or the maximum allowed by law

6.3 Taxes and Regulatory Fees

All fees are exclusive of applicable taxes, regulatory assessments, or government charges. You are responsible for paying all such amounts, which will be itemized on your invoice where required by law.

6.4 Disputes and Refunds

You must notify us in writing of any disputed charges within 30 days of the invoice date. After this period, all charges will be deemed accepted. Refunds are issued at our discretion and typically only in cases of service outages or billing errors.

7. DATA PRIVACY AND SECURITY

7.1 Data Handling

Your use of our Services is subject to our Privacy Policy, which is incorporated by reference into these Terms. The Privacy Policy explains how we collect, use, and protect information.

7.2 Your Data Privacy Obligations

As a customer, you remain responsible for:

• Obtaining all necessary consents from End Users before collecting or processing their personal information
• Providing legally compliant privacy notices to End Users
• Implementing appropriate security measures to protect End User data
• Reporting any data breach involving End User data as required by law

7.3 Data Security Measures

We implement reasonable administrative, technical, and physical safeguards designed to protect the security and confidentiality of information transmitted through our Services. However, no method of electronic transmission or storage is completely secure. You acknowledge this limitation and accept the inherent risks associated with transmitting information over the internet.

8. SERVICE AVAILABILITY AND SUPPORT

8.1 Service Level Commitments

While we strive to maintain high availability of our Services, we do not guarantee uninterrupted or error-free operation. Our Services are provided on an "as is" and "as available" basis. Specific uptime commitments, if any, will be outlined in a separate Service Level Agreement.

8.2 Maintenance and Updates

We periodically perform maintenance to ensure optimal performance of our Services. We will make commercially reasonable efforts to provide advance notice of scheduled maintenance that may impact service availability. Emergency maintenance may be performed without prior notice when necessary.

8.3 Technical Support

Standard technical support is available by contacting support@exiant.net. Support hours and response times vary based on your service plan. Emergency support for critical issues is available 24/7.

9. INTELLECTUAL PROPERTY

9.1 Ownership of the Services

All right, title, and interest in and to the Services, including all intellectual property rights, remain our exclusive property or that of our licensors. Nothing in these Terms transfers any rights to you except the limited license expressly set forth below.

9.2 License to Use the Services

Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Services for your internal business purposes.

9.3 Restrictions

You shall not:

• Modify, create derivative works, reverse engineer, decompile, or disassemble the Services
• Rent, lease, loan, sell, sublicense, or transfer the Services
• Remove, alter, or obscure any proprietary notices in the Services
• Use the Services to build a competitive product or service

9.4 Feedback

If you provide suggestions, ideas, or feedback about our Services, we may use them without restriction or compensation to you. Such feedback will be considered non-confidential.

10. TERM AND TERMINATION

10.1 Term

These Terms commence on the date you first access or use the Services and continue until terminated as described below.

10.2 Termination by You

You may terminate these Terms at any time by providing written notice to support@exiant.net and ceasing all use of the Services. Termination does not relieve you of any obligations to pay outstanding fees.

10.3 Termination or Suspension by Us

We may suspend or terminate your access to the Services, in whole or in part, at any time for any of the following reasons:

• Violation of these Terms or any Applicable Laws
• Engaging in fraudulent, deceptive, or illegal activities
• Failure to pay any fees when due
• Upon request by law enforcement or regulatory authorities
• If your use poses a security risk or could adversely impact the Services or other customers
• If we cease offering all or part of the Services

10.4 Effect of Termination

Upon termination:

• Your right to access and use the Services will immediately cease
• All outstanding payment obligations remain in effect
• Provisions of these Terms that by their nature should survive termination will survive, including intellectual property, warranty disclaimers, and limitations of liability

11. COMPLIANCE WITH LAWS

11.1 Regulatory Compliance

Our Services involve regulated telecommunications activities subject to various laws and regulations. You agree to comply with all Applicable Laws, including:

• Telephone Consumer Protection Act (TCPA) and FCC regulations
• Truth in Caller ID Act
• Federal Trade Commission regulations
• State-specific telecommunications and consumer protection laws
• International telecommunications regulations applicable to your activities

11.2 Cooperation with Authorities

We cooperate with government and law enforcement officials to enforce and comply with the law. We may disclose information about you to government or law enforcement officials as we believe necessary or appropriate to respond to claims and legal process, to protect our property and rights or the property and rights of a third party, to protect the safety of the public or any person, or to prevent or stop any illegal, unethical, or legally actionable activity.

12. WARRANTIES AND DISCLAIMERS

TO THE FULLEST EXTENT PERMITTED BY LAW, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND. EXIANT COMMUNICATIONS LLC EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

WE DO NOT WARRANT THAT THE SERVICES WILL MEET YOUR REQUIREMENTS, THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

YOU UNDERSTAND THAT YOU DOWNLOAD FROM OR OTHERWISE OBTAIN CONTENT OR SERVICES THROUGH THE SERVICES AT YOUR OWN DISCRETION AND RISK.

13. LIMITATION OF LIABILITY

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EXIANT COMMUNICATIONS LLC, ITS AFFILIATES, OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO YOUR USE OF OR INABILITY TO USE THE SERVICES.

IN NO EVENT SHALL OUR TOTAL LIABILITY TO YOU FOR ALL CLAIMS ARISING FROM OR RELATING TO THESE TERMS OR YOUR USE OF THE SERVICES EXCEED THE AMOUNT PAID BY YOU TO EXIANT COMMUNICATIONS LLC FOR THE SERVICES DURING THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

THE LIMITATIONS OF LIABILITY IN THIS SECTION APPLY WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

14. INDEMNIFICATION

You agree to defend, indemnify, and hold harmless Exiant Communications LLC, its affiliates, and their respective officers, directors, employees, and agents from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to:

• Your use of or access to the Services
• Your violation of these Terms
• Your violation of any Applicable Laws or regulations
• Your Content or communications sent using our Services
• Any claims or demands from third parties that your use of the Services has harmed them

15. MODIFICATIONS TO TERMS OR SERVICES

We reserve the right to modify these Terms or the Services at any time. If we make material changes to these Terms, we will notify you by email or through the Services. Your continued use of the Services after such modification constitutes your acceptance of the updated Terms.

We may change, suspend, or discontinue any aspect of the Services at any time, including the availability of any feature, database, or content. We may also impose limits on certain features or restrict your access to parts or all of the Services without notice or liability.

16. GOVERNING LAW AND DISPUTE RESOLUTION

16.1 Governing Law

These Terms and any disputes arising out of or related to these Terms or the Services shall be governed by and construed in accordance with the laws of the United States, without regard to its conflict of law principles.

16.2 Dispute Resolution

Any dispute arising from or relating to these Terms or the Services shall be finally settled by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The arbitration will be conducted by a single arbitrator, in the English language, and the decision of the arbitrator shall be final and binding.

16.3 Arbitration Location and Procedure

The arbitration shall take place in the county and state of our principal place of business, unless we both agree to conduct the arbitration by telephone or written submissions. The arbitrator must follow these Terms and can award the same damages and relief as a court, including injunctive or other equitable relief.

16.4 Class Action Waiver

ANY PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT AS A CLASS ACTION, CONSOLIDATED ACTION, OR REPRESENTATIVE ACTION. NEITHER YOU NOR WE MAY JOIN OR CONSOLIDATE CLAIMS IN ARBITRATION BY OR AGAINST OTHER CUSTOMERS, OR ARBITRATE ANY CLAIM AS A REPRESENTATIVE OR MEMBER OF A CLASS.

17. MISCELLANEOUS

17.1 Entire Agreement

These Terms constitute the entire agreement between you and Exiant Communications LLC regarding the Services and supersede all prior agreements and understandings, whether written or oral.

17.2 No Waiver

Our failure to enforce any right or provision of these Terms shall not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by our authorized representative.

17.3 Severability

If any provision of these Terms is held invalid or unenforceable, that provision shall be enforced to the maximum extent permissible by law, and the other provisions of these Terms shall remain in full force and effect.

17.4 Assignment

You may not assign or transfer these Terms, by operation of law or otherwise, without our prior written consent. Any attempt to assign or transfer these Terms without such consent will be null and void. We may assign or transfer these Terms, at our sole discretion, without restriction.

17.5 No Agency

No agency, partnership, joint venture, or employment relationship is created as a result of these Terms, and neither party has any authority of any kind to bind the other in any respect.

17.6 Force Majeure

We shall not be liable for any failure or delay in performance under these Terms due to causes beyond our reasonable control, including but not limited to acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems, computer attacks or malicious acts, or denial of service attacks.

18. CONTACT INFORMATION

If you have any questions about these Terms, please contact us at support@exiant.net.