Agreement and eligibility
These Terms of Service (“Terms” or “Agreement”) are between IP Link Telecom, Inc., an Oregon corporation located at 3000 NE Stucki Ave, Suite 230, Hillsboro, OR 97124 (“IP Link,” “we,” “us,” or “our”), and the person or organization using the Services (“you,” “your,” or “Customer”). If you use the Services for an organization, you represent that you have authority to bind it. A separate written agreement signed by IP Link controls to the extent it conflicts with these Terms.
“Services” means all products and services ordered, used, or provided on a trial, donation, promotional, or no-charge basis, including platform services, web portals, application programming interfaces (“IP Link APIs”), and connectivity linking Services to telecommunications-provider networks.
By creating an account, executing an order form, or using the Services, you agree to be legally bound by this Agreement. If you do not agree, do not access or use the Services.
IP Link may modify these Terms from time to time by posting an updated version on iplinktelecom.com. The revised Terms supersede prior versions. Continued use after posting constitutes acceptance of the revised Terms.
Term and suspension
The term begins when you accept these Terms and continues until terminated. Subject to any separate order form or written agreement, either party may terminate the Agreement or an affected Service as permitted by these Terms. IP Link may suspend use of any Service when necessary to protect the network, customers, providers, or the public; respond to fraud, abuse, or legal requirements; prevent material harm; or address nonpayment or breach.
Where advance notice is practical and would not negatively affect IP Link’s ability to protect or provide the Services, IP Link may provide seven (7) days’ notice of suspension. A custom agreement, contract, or order form may provide different termination and notice rights and will control for the applicable Service.
Charges, billing, and payment
Beginning on the applicable service-commencement date, Customer will pay charges specified in each service order. Customer is responsible for applicable taxes and pass-through charges, including payphone, toll-free origination, SMS/MMS carrier, regulatory, and underlying-provider charges. Pass-through charges are separate from and do not count toward minimum-revenue commitments unless the order states otherwise.
Monthly recurring charges for telephone numbers, DIDs, and toll-free numbers may be invoiced monthly in advance and may carry a minimum ninety-day term excluding partial proration. Non-recurring charges may be invoiced in advance and are due before service commencement. Where required, Customer will maintain sufficient funds on deposit and authorizes IP Link to deduct incurred charges. IP Link may suspend Services if the deposit or account balance is insufficient.
A billing dispute or adjustment request must be made in good faith and in writing within fifteen (15) days after the invoice date and include supporting documentation. Undisputed amounts remain due. Late charges may accrue at the lesser of 1.5% per month or the maximum lawful rate. The parties will negotiate a dispute in good faith for thirty (30) days, and Customer will pay an unresolved or IP Link-favored amount within five (5) days after resolution or expiration of that period.
IP Link may impose a reasonable credit limit or require a deposit or letter of credit when Customer is delinquent or its financial condition materially deteriorates. IP Link may offset obligations it owes Customer against obligations Customer owes IP Link under any current or future agreement or tariffed offering.
Taxes and communications surcharges
Fees exclude sales, use, communications, consumption, value-added, withholding, and similar taxes, duties, levies, carrier fees, or surcharges (“Taxes and Surcharges”). Customer will pay all Taxes and Surcharges associated with the Services, other than taxes based solely on IP Link’s net income, property, or employees.
A dispute concerning Taxes or Surcharges must be submitted in writing within sixty (60) days after billing. A customer claiming exemption must provide a valid exemption certificate or other requested documentation. An approved exemption applies prospectively. If an authority later determines the Customer is not exempt, Customer will pay the applicable amount, interest, and penalties.
Ownership
IP Link owns and reserves all right, title, and interest in the Services, documentation, IP Link Confidential Information, and anonymized or aggregated data that does not identify Customer, an end user, or a natural person, including volumes, frequencies, bounce rates, and performance results. Customer owns its applications, Confidential Information, and Customer Data, subject to IP Link’s rights under this Agreement.
Use of Customer Data
Customer instructs IP Link to use and disclose Customer Data as necessary to provide, maintain, secure, support, and improve the Services; detect, prevent, and investigate fraud, spam, unlawful activity, and security incidents; respond to technical issues and Customer requests; comply with law; and exercise rights under the Agreement.
The Internet and telecommunications-provider networks are inherently insecure. To the maximum extent permitted by law, IP Link is not liable for alteration, interception, or loss of Customer Data while it is in transit through the Internet or a third-party telecommunications network.
Confidentiality
“Confidential Information” means nonpublic information disclosed by one party to the other that is identified as confidential or reasonably should be understood to be confidential, including order forms, Customer Data, documentation, audit and security reports, customer lists, pricing, telephone numbers, business plans, processes, designs, strategies, know-how, trade secrets, technical materials, personnel information, and financial information.
Each receiving party will use Confidential Information only to exercise its rights and perform its obligations under the Agreement and will protect it with at least reasonable care. Confidential Information excludes information that becomes public without breach, was lawfully known without restriction before disclosure, is lawfully received from a third party without violation, or is independently developed without use of the disclosing party’s information.
Confidentiality obligations continue during the Agreement and for three (3) years after termination. A more restrictive nondisclosure agreement or disclosure-specific term controls for the information it covers. The parties acknowledge that unauthorized use or disclosure may cause irreparable harm for which equitable relief may be appropriate.
Limitation of liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATING TO THESE TERMS WILL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CUSTOMER FOR THE SERVICE GIVING RISE TO THE LIABILITY DURING THE TWELVE (12) MONTHS BEFORE THE FIRST INCIDENT. THIS LIMIT APPLIES REGARDLESS OF WHETHER AN ACTION SOUNDS IN CONTRACT, TORT, OR ANOTHER THEORY OF LIABILITY.
Service and network updates
IP Link may change or modify features, protocols, functionality, portals, APIs, networks, interconnection points, routing, hardware, software, and system configurations used to provide a Service, provided that IP Link continues to meet any express commitments in an applicable service order.
Use of marks
Customer grants IP Link permission to use Customer’s name and logo and a factual description of Customer’s use case in customer lists and marketing materials, subject to any written brand guidelines Customer provides and any separate written restrictions agreed by the parties.
Telephony services
Unless a service order states otherwise, calls to the United States and Canada are billed in sixty-second increments with a sixty-second minimum. IP Link may make DID and toll-free numbers available subject to inventory, regulation, and provider requirements.
A “Short Duration” call is a call six (6) seconds or less, subject to change or jurisdiction-specific rules. Customer must disclose Short Duration traffic before exchanging it. Such traffic may incur a $0.01 per-call surcharge in addition to other charges and may be moved to an alternate platform in IP Link’s discretion.
Messaging services
This section applies to SMS/MMS and related messaging Services. Messages may be blocked or filtered by carriers and providers for reasons known or unknown to IP Link. IP Link and its vendors do not guarantee delivery and have no obligation to investigate or remedy third-party blocking. Customer must maintain continuous IP connectivity necessary to receive messages.
A Short Code is a five- or six-digit number used as an originating or terminating endpoint for an SMS conversation. Short Codes may be associated with one or more campaigns. IP Link may approve, reject, or suspend a campaign based on legal, carrier, industry, or operational requirements.
Customers using messaging Services must comply with applicable law, the CTIA Messaging Principles and Best Practices, carrier codes of conduct, Telephone Consumer Protection Act requirements, and registration and consent requirements applicable to the traffic.
- Obtain and preserve documented express consent through a compliant opt-in mechanism. Do not use shared, purchased, or rented lists.
- Identify the program or brand, disclose message frequency where recurring, state that message and data rates may apply, and provide clear opt-out instructions.
- Honor STOP, CANCEL, END, UNSUBSCRIBE, QUIT, and equivalent opt-out requests immediately, other than a permitted final confirmation.
- Provide a HELP response with customer-care information, including sales@iplinktelecom.com or +1 844 GO IPLINK.
- Do not send marketing or promotional messages without the separate express consent and compliant opt-in required for that use case.
- Do not sell, rent, or share SMS opt-in data or consent records for third-party marketing or non-operational purposes.
Toll-free services
For toll-free origination, termination, or messaging Services, IP Link may act as the Responsible Organization responsible for account records in the Toll-Free Service Management System. IP Link’s responsibilities are limited to data entry, record changes, trouble acceptance, troubleshooting referrals, and clearances. Customer will take actions reasonably requested to maintain compliance with governmental and industry requirements.
Reservations are subject to capacity and availability and are handled on a first-come, first-served basis. Customer must not use toll-free Services for 911 or other emergency communications and will indemnify IP Link against claims and losses arising from a violation of that restriction.
Database services
A Customer using Location Routing Number, LERG, CNAM, SCP, NPAC, or similar database Services represents that it holds every agreement and authorization required for its access and will use the data only for lawful routing, rating, billing, number-portability, fraud-prevention, or network-maintenance purposes permitted by the applicable provider and industry rules.
If IP Link’s right to provide an underlying database is terminated, IP Link may terminate the affected Service on written notice. Customer obtains no ownership interest in data contained in an underlying database.
E911 services
E911 Services may be used only for approved residential, customary enterprise, non-emergency call-center, and relay-service uses supported by the applicable service order. Customer must provide accurate name, telephone number, automatic-number-identification, and dispatchable-location information and must update it whenever a location changes.
Customer must instruct end users not to block their number when calling 911, maintain any required National Emergency Number Association company identifier, comply with applicable multi-line telephone-system requirements, and provide live technical assistance when required. IP Link transmits to a Public Safety Answering Point only the information Customer and Customer’s facilities make properly available.
Termination and transition
IP Link may terminate an Agreement or Service immediately for nonpayment, failure to provide required security, uncured fraud, unlawful use, material network or security risk, or another material breach. Subject to an applicable order form, either party may terminate these Terms on thirty (30) days’ written notice.
For a remediable material breach, the breaching party must cure within the applicable remedy period: ten (10) days for Customer and ninety (90) days for IP Link unless another written agreement states otherwise. A breach that cannot be remedied permits immediate termination on notice.
At expiration or termination, IP Link has no obligation to continue Services. Customer will cooperate in an orderly transition and remains responsible for accrued fees and number-holding commitments. Provisions concerning ownership, confidentiality, fees, limitations, warranties, indemnification, and dispute resolution survive as necessary to give them effect.
Material breach and insolvency
Unless another section provides a different cure period, either party may terminate for a material breach not cured within fifteen (15) days after written notice. Subject to applicable law, either party may terminate immediately upon the other party’s liquidation, dissolution, receivership, cessation of business, assignment for creditors, or bankruptcy proceeding.
Force majeure
Neither party is liable for delay or failure caused by events beyond its reasonable control, including natural disaster, war, terrorism, labor dispute, civil or military disturbance, government action, inability to obtain transportation or materials, carrier or supplier failure, malware, denial-of-service attack, DNS spoofing, or similar attack. The affected party will provide prompt notice and use commercially reasonable efforts to mitigate and resume performance.
A force-majeure event does not excuse payment for Services delivered before the event or charges arising from Customer’s continued use after the event.
Government terms
Services, software, and technology provided for federal-government end use are furnished solely under these Terms. Government use, duplication, reproduction, release, modification, disclosure, or transfer is restricted by this Agreement. The Services were developed at private expense, and no rights are granted beyond those expressly stated.
Dispute resolution
Contact sales@iplinktelecom.com with a dispute or question concerning these Terms. The parties will first attempt to resolve disputes through their support teams and, if necessary, good-faith negotiations between senior representatives.
Billing disputes must be made in good faith and in writing within fifteen (15) days after the invoice date. Undisputed amounts remain payable. If a dispute is resolved for IP Link, or is not resolved within thirty (30) days, Customer will pay the withheld amount within five (5) days. If resolved for Customer, the amount will be credited against a later invoice.
IP Link may suspend Services when an invoice is not paid in full by the due date and may separately invoice previously unbilled fees, penalties, carrier charges, fines, and other outstanding amounts. Customer will reimburse reasonable collection costs, including attorneys’ fees where permitted by law.
Questions about these Terms may be sent to sales@iplinktelecom.com or IP Link Telecom, Inc., 3000 NE Stucki Ave, Suite 230, Hillsboro, OR 97124.