These FraudCentral Terms of Service ("Agreement") are entered into by and between FraudCentral LLC. and its Affiliates ("FraudCentral," “we,” “us,” or “our”) and the entity or person placing an order for or accessing any FraudCentral Services ("Customer" or "you"). If you are entering into this Agreement on behalf of your company, you represent that you are authorized to do so on behalf of your company, and all references to "you" or "Customer" in this Agreement refer to your company.
This Agreement sets forth the terms and conditions of your access and use of, and payment for, the robocall-mitigation software-as-a-service products and services that you use or order from us in connection with any FraudCentral ordering documents, online account registration, or order confirmations that reference this Agreement ("Order Form"). (Please note that there are other defined terms used in this Agreement; the definitions are in Section 13 below.) This Agreement will apply to your initial purchase on the Effective Date and any future purchases you make, including by accessing or using the Services or entering into any other Order Form that refers to this Agreement. In all events, by accessing or using any of our Services, you are accepting these Terms. Please note that THESE TERMS REQUIRE THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN THROUGH JURY TRIALS OR CLASS ACTIONS, AND ALSO LIMIT THE REMEDIES AVAILABLE TO YOU IN THE EVENT OF A DISPUTE. IF YOU DO NOT AGREE TO THIS AGREEMENT, PLEASE DO NOT USE ANY SERVICES.
The "Effective Date" of this Agreement is the date of (a) Customer's initial access to any Service (as defined below) through any order process, online provisioning, or registration, or, if otherwise expressly provided for in an Order Form, (b) the effective date of the first Order Form referencing this Agreement.
Changes to this Agreement: From time to time, FraudCentral may change this Agreement. Unless we specify otherwise, changes become effective for Customer upon renewal of Customer's current Term (as defined below) or entry into a new Order Form. FraudCentral will use reasonable efforts to notify Customer of the changes through communications via Customer's account, email, or other means. Customer may be required to accept or otherwise agree to the modified Agreement before renewing a Term or entering a new Order Form, and in all events continued use of the Services after the updated version of this Agreement goes into effect will constitute Customer's acceptance of such updated version. If FraudCentral specifies that changes to the Agreement will take effect before Customer's next renewal or order (such as for legal compliance or service-change reasons) and Customer objects to such changes, Customer may terminate the applicable Term and receive as its sole remedy a refund of any fees Customer has pre-paid for use of the applicable Services for the terminated portion of the Term.
1. FraudCentral Services
1.1. Provision of Services. Each Service is provided on a subscription basis for a set term and in the designated quantities and rates designated on the Order Form, or, if no particular service-term is identified, then the ordered Services are provided for on a month-to-month basis (each, a "Term"). Customer will purchase and FraudCentral will provide the specific Services as specified in the applicable Order Form.
1.2. Access to Services. Customer may access and use the Services solely for its own benefit and internal business purposes, and in accordance with this Agreement, the Documentation, and any restrictions designated in the applicable Order Form. Use of and access to the Services is permitted only by Permitted Users. If we provide Customer API keys or passwords to access the Services on FraudCentral's systems, Customer will require that all Permitted Users keep API keys, user ID and password information strictly confidential and not share such information with any unauthorized person. User IDs are granted to individual, named persons and may not be shared. If Customer is accessing the Services using credentials provided by a third party, then Customer will comply with all applicable terms and conditions of such third party regarding provisioning and use of such credentials. Customer will be responsible for any and all actions taken using Customer's accounts and passwords. If any Permitted User who has access to a user ID is no longer an employee (or Contractor) of Customer, then Customer will immediately notify their FraudCentral account representative to facilitate the termination of such Permitted User's access to the Service.
1.3. FraudCentral Apps. To the extent FraudCentral provides FraudCentral Apps for use with the Services, subject to all the terms and conditions of this Agreement, FraudCentral grants to Customer a limited, non-transferable, non-sublicensable, non-exclusive license during any applicable Term to use the object code form of the FraudCentral Apps internally, but only in connection with Customer's use of the Service and otherwise in accordance with this Agreement.
1.4. Deployment of FraudCentral Properties. Subject to all the terms and conditions of this Agreement, FraudCentral grants to Customer a limited, non-transferable, non-sublicensable, non-exclusive license during any applicable Term to copy the FraudCentral Properties in the form we provide on Customer Properties solely to support Customer's use of and access to the Service and otherwise in accordance with the Documentation and this Agreement. In certain use-cases, Customer must implement FraudCentral Properties on the Customer Properties to enable features of the Services. Customer will implement all FraudCentral Properties in strict accordance with the Documentation and other instructions we provide. Customer acknowledges that any changes made to the Customer Properties after initial implementation of FraudCentral Properties may cause the Services to cease working or to function improperly and that FraudCentral will have no responsibility for the impact of any such Customer changes.
1.5. Contractors and Affiliates. Customer may permit its Contractors and its Affiliates' employees and Contractors to serve as Permitted Users, provided Customer remains responsible for compliance by such individuals with all the terms and conditions of this Agreement, and any use of the Services by such individuals is for Customer’s sole benefit.
1.6. General Restrictions. Customer will not (and will not permit any third party to): (a) rent, lease, provide access to or sublicense the Services to a third party without FraudCentral’s prior express written consent; (b) use the Services to provide, or incorporate the Services into, any product or service provided to a third party without FraudCentral’s prior express written consent; (c) reverse engineer, decompile, disassemble, or otherwise seek to obtain the source code or non-public APIs to the Services, except to the extent expressly permitted by applicable law (and only upon advance notice to FraudCentral); (d) copy, modify, publish, or reproduce the Services, FraudCentral data, or any Documentation, or create any derivative work from any of the foregoing; (e) remove or obscure any proprietary or other notices contained in the Services; or (f) publicly disseminate information regarding the Services or performance of the Services.
1.7. FraudCentral APIs. If FraudCentral makes access to any APIs available as part of the Services, FraudCentral reserves the right to place limits on access to such APIs (such as limits on the numbers of calls, messages, or requests). FraudCentral may also monitor Customer's usage of such APIs and limit the number of messages, calls, or requests Customer may make if FraudCentral believes that Customer's usage is in breach of this Agreement or may negatively affect the Services or otherwise impose liability on FraudCentral.
1.8. Support. Customer and technical support for the Services may be contacted during normal business hours. Normal business hours are defined as 9am to 6pm Eastern Standard Time, Monday through Friday.
2. Customer Data and Duties
2.1. Rights in Customer Data. As between the parties, Customer will retain all right, title and interest (including any intellectual property rights) in and to the Customer Data as provided to FraudCentral. Subject to the terms of this Agreement, Customer hereby grants to FraudCentral a non-exclusive, perpetual, worldwide, irrevocable, royalty-free right to access, use, copy, store, transmit, modify, make derivative works of, and display the Customer Data to provide the Services contemplated hereunder, to otherwise improve the Services, and for all other lawful purposes. You hereby permit FraudCentral to alter and encode Your Data into other formats, store, process and transmit it via third parties and, optionally, any other devices and means of viewing agreed upon by You and FraudCentral as necessary or appropriate for FraudCentral to provide and/or augment or improve the Services. Notwithstanding the foregoing, FraudCentral reserves the right to audit, track, and/or monitor Customer's use of the Services to (a) enforce the provisions of this Agreement; (b) conform to legal requirements or comply with legal process; (c) protect and defend the rights or property of FraudCentral or any third-party, including FraudCentral’s carrier-vendors and other suppliers; (d) respond to requests for identification in connection with a claim of copyright or trademark infringement, or alleged unlawful activity; (e) act to protect the interests of FraudCentral’s customers and its network reliability and integrity generally; (f) conform to FraudCentral’s contractual obligations with any third-party supplier; or (g) provide the Services. Customer understands, agrees, and consents to FraudCentral’s monitoring, which under certain circumstances involves FraudCentral’s application of its proprietary, internal analytics tools or third-party-provided analytics-based tools to identify potentially unlawful use of the Services, which in some instances may involve certain calls either being declined for further carriage or routed and handled separately for further monitoring, but in no event does FraudCentral’s Services change the form or content of any given call. Customer agrees that this Agreement is sufficient notice to Customer of such monitoring to the extent any notice is required under applicable law. In the event FraudCentral is required by court order, statute, government regulation, subpoena, traceback request, or other governmental request to disclose Customer information (including, but not limited to, CPNI) to the authorities, Customer understands and consents to FraudCentral’s cooperation with such efforts. Customer must and agrees to inform its subscribers of the provisions of this Compliance with Laws insofar as Customer provides any of such subscribers’ traffic to FraudCentral for its provision of Services hereunder.
2.2. Storage of Customer Data. FraudCentral does not provide an archiving service. FraudCentral agrees only that it will not intentionally delete any Customer Data from any Service not in accordance with its customary document-retention policies and practices, which it reserves the right to amend without notice. FraudCentral expressly disclaims all other obligations with respect to storage.
2.3. Customer Duties.
a) In General. Customer is solely responsible for the accuracy, content, and legality of all Customer Data and its use thereof. Customer represents and warrants to FraudCentral that Customer has all necessary rights, consents, and permissions to collect, share, and use all Customer Data and send all calls, data and content via the Services as contemplated in this Agreement (including granting FraudCentral the rights in Section 2.1 (Rights in Customer Data)) and that no Customer Data will violate or infringe (i) any third party intellectual property, publicity, privacy or other rights, (ii) any Laws or Carrier Guidelines, or (iii) any terms of service, privacy policies or other agreements governing the Customer Properties or Customer's accounts with any Third-Party Platforms. Customer will be fully responsible for any Customer Data submitted to or sent through the Services by any Person as if it were submitted by Customer. You understand and agree that FraudCentral may refuse, suspend, terminate any calls, communications, campaign, program or account that, in its reasonable opinion, is not in compliance with applicable Laws or Guidelines.
b) No Sensitive Personal Information. Customer agrees not to use the Services to collect, store, process, or transmit any Sensitive Personal Information. Customer acknowledges that FraudCentral is not a Business Associate or subcontractor (as those terms are defined in HIPAA) or a payment card processor and that the Services are neither HIPAA nor PCI DSS compliant. FraudCentral will have no liability under this Agreement for Sensitive Personal Information, notwithstanding anything to the contrary herein.
c) Compliance with Laws. Customer agrees to comply with all applicable Laws in its use of the Services. Without limiting the generality of the foregoing, Customer will not engage in any practices that violates the Federal Communications Commission’s rules applicable to voice service providers, or unsolicited communications, advertising, marketing, or other activities using the Services, including without limitation, any activities that violate Laws applicable to advertising, electronic communications, and telemarketing, including, but not limited to, Section 5 of the FTC Act (15 U.S.C. § 45), the CAN-SPAM Act (15 U.S.C. §§ 7701-7713), the Telemarketing Consumer Fraud and Abuse Prevention Act (15 U.S.C. §§ 6101-6108), the Federal Trade Commission Telemarketing Sales Rule (16 C.F.R. § 310 et seq.), the Telephone Consumer Protection Act (47 U.S.C. §§ 227), the Federal Communications Commission regulations (47 C.F.R. 64.1200 et seq.) and orders implementing the Telephone Consumer Protection Act, all federal and state Do Not Call and calling-time restriction laws and regulations, along with all wireless carrier guidelines and rules applicable to mobile messaging (“Guidelines”), including, without limitation, the then-current versions of the CTIA Messaging Principles and Best Practices, the CTIA Short Code Monitoring Handbook, available at https://www.ctia.org, and The Campaign Registry 10DLC campaign rules and guidelines.
2.4. Indemnification by Customer. Customer will indemnify, defend and hold harmless FraudCentral from and against any and all losses, liabilities, claims, causes of action, demands, or damages of every kind brought by a third party, including all judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including expenses of litigation or arbitration, court or arbitration costs and attorneys' fees and other professional fees that FraudCentral may incur as a result of such third-party claims, demands, or causes of action (collectively, "Losses") arising out of or in connection with any claim arising from or relating to (a) Customer’s alleged breach of or activities under this Agreement; or (b) Customer’s use of the Services or Assets. Customer’s indemnification obligations under this Section 2.4 shall apply regardless of who may be at fault or otherwise responsible under any statute, rule, or theory of law, including but not limited to theories of strict liability, including, but not limited to, claims relating to the Telephone Consumer Protection Act or similar state and federal laws, and even though the subject loss, damage, or injury may have been caused in whole or in part by the concurrent, active, or passive negligence of FraudCentral or a defect in the Services. This indemnification obligation is subject to Customer receiving (i) prompt written notice of such claim; (ii) the right to control and direct the investigation, defense, or settlement of such claim; and (iii) all necessary cooperation of FraudCentral at Customer's expense. Notwithstanding the foregoing sentence, (a) FraudCentral may participate in the defense of any claim by counsel of its own choosing, at its cost and expense and (b) Customer will not settle any claim without FraudCentral's prior written consent, unless the settlement fully and unconditionally releases FraudCentral and does not require FraudCentral to pay any amount, take any action, or admit any liability. As noted below, this Section 2.4 shall survive the termination of this Agreement.
2.5. Aggregated Anonymous Data. Notwithstanding any other term of this Agreement, Customer agrees that FraudCentral may obtain and aggregate traffic, technical and other data about Customer's use of the Services that is non-personally identifiable with respect to Customer, the traffic or data it uses or introduces in connection with the Services, or its People ("Aggregated Anonymous Data"), and FraudCentral may use the Aggregated Anonymous Data for any lawful business purpose during and after the term of this Agreement, although FraudCentral agrees not to identify Customer as the source of any Aggregated Anonymous Data.
3. Third-Party Platforms
The Services may support integrations with certain Third-Party Platforms. In order for the Services to communicate with such Third-Party Platforms, Customer may be required to input credentials for the Services to access and receive relevant information from such Third-Party Platforms. By enabling use of the Services with any Third-Party Platform, Customer authorizes FraudCentral to access Customer's accounts with such Third-Party Platform. Customer is solely responsible for complying with any relevant terms and conditions of the Third-Party Platforms and maintaining appropriate accounts in good standing with the providers of the Third-Party Platforms. Customer acknowledges and agrees that FraudCentral has no responsibility or liability for any Third-Party Platform or any Customer Data exported to a Third-Party Platform. FraudCentral does not guarantee that the Services will maintain integrations with any Third-Party Platform and FraudCentral may disable integrations of the Services with any Third-Party Platform at any time with or without notice to Customer. Customer acknowledges that this Agreement governs Customer's use of and access to the Services even if accessed through an integration with a Third-Party Platform.
4. Ownership
4.1. FraudCentral Assets. Customer acknowledges that it is obtaining only a limited right to access and use the Services and that no ownership rights are being conveyed to Customer under this Agreement. Customer agrees that FraudCentral (or, as applicable, its licensors or suppliers) retain all right, title and interest (including all patent, copyright, trademark, trade secret and other intellectual property rights) in and to the Services and all Documentation, and any and all related and underlying technology and documentation and any derivative works, modifications or improvements thereof, including those that may incorporate Feedback (collectively, "FraudCentral Assets"). Except as expressly set forth in this Agreement, no rights in any FraudCentral Assets are granted to Customer. Further, Customer acknowledges that it has no right to obtain a copy of any of the Services, except for FraudCentral Properties and the FraudCentral Apps in the format provided by FraudCentral and in accordance with this Agreement.
4.2. Feedback. Customer may submit Feedback to FraudCentral. FraudCentral may freely use or disclose Feedback in connection with any of its products or services, and you irrevocably, non-exclusively license to us rights to exploit such Feedback.
5. Subscription Term, Fees & Payment
5.1. Term and Renewals. Unless otherwise specified on the applicable Order Form, the standard subscription term to the Service is one year (from the Effective Date), and each one-year Term will automatically renew for additional one-year renewal periods unless either party gives the other written notice of termination at least thirty (30) days prior to expiration of the then-current Term.
5.2. Fees and Payment. All fees are as set forth in the applicable Order Form and will be paid by Customer in advance of the commencement of the applicable Term. Except as expressly set forth below in Sections 7 (Limited Warranty) and 9 (Indemnification), all fees are non-refundable. Customer is responsible for paying all Taxes. All Taxes are excluded from any fees set forth in the applicable Order Form. Any late payments will be subject to a service charge equal to 1.5% per month of the amount due or the maximum amount allowed by law, whichever is less, and to the extent FraudCentral pursues legal action to recover any amounts due it under this Agreement, Customer also agrees to pay FraudCentral’s attorneys’ fees and other costs of pursuing such recovery in court or arbitration or any other means.
5.3. Payment Via Credit Card. If you pay for the Services via credit card, debit card, or other payment card ("Credit Card"), the following terms apply:
a) Recurring Billing Authorization. By providing Credit Card information and agreeing to purchase any Services, Customer hereby authorizes FraudCentral (or its designee) to automatically charge Customer's Credit Card on the same date of each calendar month (or the closest prior date, if there are fewer days in a particular month) during the Term for all fees due as of that date (if any) in accordance with the applicable Order Form.
b) Invalid Payment. If a payment is not successfully settled due to expiration of a Credit Card, insufficient funds, or otherwise, Customer remains responsible for any amounts not remitted to FraudCentral and FraudCentral may, in its sole discretion, either (i) invoice Customer directly for the deficient amount, (ii) continue billing the Credit Card once it has been updated by Customer (if applicable) or (iii) terminate this Agreement.
c) Changing Credit Card Information. At any time, Customer may change its Credit Card information by promptly notifying its FraudCentral account representative.
d) Payment of Outstanding Fees. Upon any termination of the then-applicable Term, FraudCentral will charge Customer's Credit Card (or invoice Customer directly) for any outstanding fees for Customer's use of the Services during the Term, after which FraudCentral will not charge Customer's Credit Card for any additional fees, although Customer remains liable for all fees due hereunder.
5.4. Suspension of Service. If Customer's account is thirty days or more overdue, in addition to any of its other rights or remedies (including any termination rights), FraudCentral reserves the right to suspend Customer's access to the Services without liability to Customer until such amounts are paid in full. FraudCentral also reserves the right to suspend Customer's access to the Services without liability to Customer if Customer's use of the Services is in violation of this Agreement.
6. Term and Termination
6.1. Term. This Agreement is effective as of the Effective Date and expires on the date of expiration or termination of all Subscription Terms.
6.2. Termination for Cause. Either party may terminate this Agreement (including all Order Forms) if the other party (a) fails to cure any material breach of this Agreement (including a failure to pay fees) within thirty (30) days after written notice; (b) ceases operation without a successor; or (c) seeks protection under any bankruptcy, receivership, trust deed, creditors' arrangement, composition, or comparable proceeding, or if any such proceeding is instituted against that party (and not dismissed within sixty (60) days thereafter).
6.3. Effect of Termination. Upon any expiration or termination of this Agreement, Customer will immediately cease all use of and access to all Services (including any and all related FraudCentral Assets) and delete (or, at FraudCentral's request, return) any and all copies of the Documentation, any FraudCentral passwords or access codes and any other FraudCentral Confidential Information in its possession. Customer acknowledges that following termination it will have no further access to any Customer Data input into any Service, and that FraudCentral may delete any such data as may have been stored by FraudCentral at any time.
6.4. Survival. The following Sections will survive any expiration or termination of this Agreement: 1.6 (General Restrictions), 2 (Customer Data and Duties), 4 (Ownership), 5.2 (Fees and Payment), 5.3 (Payment Via Credit Card), 6 (Term and Termination), 7 (Warranty Disclaimer), 8 (Limitation of Remedies and Damages), 9 (Indemnification for Infringement Claims), 10 (Confidential Information) and 12 (General Terms).
7. Warranty Disclaimer
CUSTOMER EXPRESSLY UNDERSTANDS AND AGREES THAT THE FRAUDCENTRAL SERVICES ARE INHERENTLY IMPERFECT AND OFFERED ON AN AS-IS BASIS, AS IT IS IMPOSSIBLE TO IDENITFY ALL POTENTIALLY UNLAWFUL TRAFFIC ACCURATELY AND IN REAL- OR NEAR-TIME. WITHOUT LIMITING OUR EXPRESS WARRANTIES AND OBLIGATIONS HEREUNDER, FRAUDCENTRAL HEREBY DISCLAIMS ANY AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE AND WARRANTIES RELATED TO THIRD-PARTY EQUIPMENT, MATERIAL, SERVICES, OR SOFTWARE. EXCEPT FOR OUR EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, THE SERVICES ARE PROVIDED “AS IS” TO THE FULLEST EXTENT PERMITTED BY LAW. TO THE EXTENT SUCH DISCLAIMER CONFLICTS WITH APPLICABLE LAW, THE SCOPE AND DURATION OF ANY APPLICABLE WARRANTY WILL BE THE MINIMUM PERMITTED UNDER SUCH LAW
8. Limitation of Remedies and Damages
8.1. INDIRECT DAMAGES. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, WILL FRAUDCENTRAL BE LIABLE TO CUSTOMER OR ANY OTHER PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY CHARACTER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, LOST PROFITS, LOST SALES OR BUSINESS, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, LOST DATA, OR FOR ANY AND ALL OTHER DAMAGES OR LOSSES, EVEN IF FRAUDCENTRAL HAD BEEN ADVISED, KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. THIS SECTION 8.1 SHALL NOT LIMIT (A) CUSTOMER’S LIABILITY ARISING FROM ITS BREACH OF SECTION 2; (B) EITHER PARTY’S LIABILITY ARISING FROM SUCH PARTY’S BREACH OF SECTION 10 (CONFIDENTIAL INFORMATION); OR (C) EITHER PARTY’S INDEMNIFICATION OBLIGATIONS PURSUANT TO THIS AGREEMENT.
8.2. DIRECT DAMAGES. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, WILL FRAUDCENTRAL BE LIABLE TO CUSTOMER FOR ANY DIRECT DAMAGES, COSTS OR LIABILITIES IN EXCESS OF THE AMOUNTS PAID OR PAYABLE BY YOU DURING THE TWELVE (12) MONTHS PRECEDING THE INCIDENT OR CLAIM AT ISSUE. THIS SECTION 8.2 SHALL NOT LIMIT (A) YOUR LIABILITY ARISING FROM YOUR BREACH OF SECTIONS 2 OR 5; OR (B) EITHER PARTY’S LIABILITY ARISING FROM SUCH PARTY’S BREACH OF SECTION 10 (CONFIDENTIALITY); OR (C) EITHER PARTY’S INDEMNIFICATION OBLIGATIONS PURSUANT TO THESE TERMS. THE PROVISIONS OF THIS SECTION 8 ALLOCATE THE RISKS PURSUANT TO THESE TERMS BETWEEN THE PARTIES, AND THE PARTIES HAVE RELIED ON THE LIMITATIONS SET FORTH HEREIN IN DETERMINING WHETHER TO ENTER INTO THESE TERMS.
9. Indemnification for Infringement Claims
9.1. Indemnification by FraudCentral. We will defend, indemnify, and hold you harmless from and against all claims, demands, actions, and suits (“Claim”) brought or threatened against you by a third party and any damages, liabilities, losses, settlements, judgments, costs and expenses (including, without limitation, reasonable attorney’s fees and costs) (“Losses”) related thereto alleging and establishing that the use of the FraudCentral Services as permitted hereunder infringes or misappropriates a third party copyright, trade secret, or patent (“Infringement Claim”).
9.2. Infringement Options. If your use of the FraudCentral Services has become, or in FraudCentral’s opinion is likely to become, the subject of any valid Infringement Claim, FraudCentral may at its option and expense: (a) procure for you the right to continue using the FraudCentral Services as set forth herein; (b) modify the FraudCentral Services to make them non-infringing; or (c) if the foregoing options are not reasonably practicable, terminate these Terms and refund you any unused pre-paid fees. This Section 9.2 states your exclusive remedy, for any Claim by a third party alleging that the use of the FraudCentral Services as permitted hereunder infringes or misappropriates a third party copyright, trade secret, trademark or patent.
9.3. Limitations. FraudCentral will have no liability or obligation with respect to any (a) Claim and any Losses related thereto arising out of your use of the FraudCentral Services in breach of this Agreement or (b) Infringement Claim and any Losses related thereto arising out of the combination, operation, or use of the FraudCentral Services with other applications, portions of applications, products, or services where the FraudCentral Services would not by themselves, and without modification, be infringing.
10. Confidential Information
10.1. Confidentiality. Each party (as "Receiving Party") agrees that all code, inventions, know-how, business, technical and financial information it obtains from the disclosing party ("Disclosing Party") constitute the confidential property of the Disclosing Party ("Confidential Information"), provided that it is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be confidential or proprietary due to the nature of the information disclosed and the circumstances surrounding the disclosure. Any FraudCentral Assets, performance information relating to any Service, and the terms and conditions of this Agreement will be deemed Confidential Information of FraudCentral without any marking or further designation required. Except as expressly authorized herein, the Receiving Party will (1) hold in confidence and not disclose any Confidential Information to third parties and (2) not use Confidential Information for any purpose other than fulfilling its obligations and exercising its rights under this Agreement. The Receiving Party may disclose Confidential Information to its employees, agents, contractors and other representatives having a legitimate need to know (including, for FraudCentral, Subcontractors), provided that such representatives are bound to confidentiality obligations no less protective of the Disclosing Party than this Section 10 and that the Receiving Party remains responsible for compliance by any such representative with the terms of this Section 10. The Receiving Party's confidentiality obligations will not apply to information that the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (ii) is or has become public knowledge through no fault of the Receiving Party; (iii) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; or (iv) is independently developed by employees of the Receiving Party who had no access to such information. The Receiving Party may make disclosures to the extent required by law or court order, provided the Receiving Party notifies the Disclosing Party in writing in advance and cooperates in any effort to obtain confidential treatment. The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone would not be a sufficient remedy, and therefore that upon any such disclosure by the Receiving Party the Disclosing Party will be entitled to seek appropriate equitable relief in addition to whatever other remedies it might have at law.
10.2. Service Provider. You agree that (1) you and not FraudCentral are responsible for complying with the California Consumer Privacy Act of 2018 (Cal. Civ. Code § 1798.100 et seq.) ("CCPA") and similar laws; (2) FraudCentral is a "service provider" under CCPA and processes Personal Information on your behalf, acting under your direction when you disclose to FraudCentral Personal Information of consumers who are your and your customer’s (or their customers’ or their customers’ and so on) communication recipients; and (3) you and your Data are not subject to General Data Protection Regulation or any similar law or regulation that prohibits collection, distribution, processing and storage of the data you provide FraudCentral as contemplated under this Agreement, and that if you are, you will enter into a separate written agreement with FraudCentral detailing its rights and duties as a data processor. With respect to the CCPA, FraudCentral and you hereby agree that FraudCentral is a service provider to you with respect to the Personal Information. FraudCentral is prohibited from (a) selling any Personal Information, and (b) retaining, using, or disclosing Personal Information for any purpose other than for the specific purpose of performing the Services, which, for the avoidance of doubt, also prohibits FraudCentral from retaining, using, or disclosing Personal Information outside of its direct business relationship with you or for any other commercial purpose; provided, however, that FraudCentral and you agree that FraudCentral may use Personal Information as permitted by the CCPA. "Personal Information" means any information that FraudCentral has collected, accessed, received, used, disclosed, stored, transmitted, retained or otherwise processed on behalf of you pursuant to FraudCentral's provision of Services to you under this Agreement and that constitutes "personal information," under the CCPA. To the extent you cannot use the Services to directly perform such actions and provide such information, FraudCentral will promptly take actions and provide information as you may request to help you fulfill requests of consumers to exercise their rights under the CCPA, including, without limitation, verifiable consumer requests to access, delete, opt out of the sale of, or receive information about the processing of, Personal Information pertaining to them. This assistance will be provided to you at FraudCentral's then-current fees.
11. FraudCentral Marketing
Customer hereby grants FraudCentral a revocable right to use Customer's name and logo on FraudCentral's web site and in FraudCentral promotional materials and to disclose Customer as a customer of FraudCentral. Customer agrees to provide FraudCentral notice of any revocation of this right and 30 days for FraudCentral to remove any reference to Customer on FraudCentral’s website.
12. General Terms
12.1. Assignment. This Agreement will bind and inure to the benefit of each party's permitted successors and assigns. Customer may not assign this Agreement without FraudCentral’s advance written consent, except that either party may assign this Agreement in connection with a merger, reorganization, acquisition or other transfer of all or substantially all of such party's assets or voting securities. Any attempt to transfer or assign this Agreement except as expressly authorized under this Section 12.1 will be null and void.
12.2. Severability. If any provision of this Agreement will be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision will be limited to the minimum extent necessary so that this Agreement will otherwise remain in effect.
12.3. Agreement to Arbitrate; Governing Law. Before bringing a formal legal action arising out of or relating to this Agreement, the parties agree to attempt to resolve any disputes arising out of this Agreement through informal dispute resolution means.
a) Agreement to Arbitrate. If a dispute cannot be resolved informally, the parties hereby agree to resolve any dispute relating to this Agreement or the FraudCentral Services by binding arbitration in Washington, DC, or in another location that we have both agreed to. This applies to all claims under any legal theory, unless the claim fits in one of the exceptions below. It also applies even after you have stopped using your FraudCentral Services. If we have a dispute about whether this agreement to arbitrate can be enforced or applies to our dispute, the parties agree that the arbitrator will decide that issue. The parties understand and agree that they are giving up the right to have a judge and/or jury resolve any controversy or claim arising out of or relating to this Agreement or the FraudCentral Services.
b) Exceptions to Agreement to Arbitrate. The parties agree that either party may seek available judicial relief or remedies to resolve disputes relating to either party’s intellectual property (e.g., trademarks, trade dress, domain names, trade secrets, copyrights or patents).
Further, either party can bring a claim in small claims court either in Washington, DC, or the county where Customer maintains its principal place of business, or some other place we both agree on, if it qualifies to be brought in that court. In addition, if either party brings a claim in court that should be arbitrated or any of us refuses to arbitrate a claim that should be arbitrated, the other party can ask a court to force the parties to go to arbitration to resolve the claim (i.e., compel arbitration). Either party may also ask a court to halt a court proceeding while an arbitration proceeding is pending.
c) Arbitration Procedure. Prior to filing any arbitration, both parties jointly agree to seek to resolve any dispute between us by mediation conducted by the American Arbitration Association (AAA), with all mediator fees and expenses paid equally by the parties. If mediation is not successful, either party may initiate an arbitration proceeding with AAA. The arbitration will be governed by the then-current version of AAA’s Commercial Arbitration Rules (the "Rules") and will be held with a single arbitrator appointed in accordance with the Rules. To the extent anything described in this Section 12 conflicts with the Rules, the language of this Section 12 applies. Each of us will be entitled to get a copy of non-privileged relevant documents in the possession or control of the other party and to take a reasonable number of depositions. All such discovery will be in accordance with procedures approved by the arbitrator. This Section 12 does not alter in any way the statute of limitations that would apply to any claims asserted by either party. The arbitrator’s award will be based on the evidence admitted and the substantive law of the State of New York and the United States, as applicable, and will contain an award for each issue and counterclaim. The award will provide in writing the factual findings and legal reasoning for such award. The arbitrator will not be entitled to modify this Agreement. Except as provided in the Federal Arbitration Act, the arbitration award will be final and binding on the parties. Judgment may be entered in any court of competent jurisdiction.
d) Class Action Waiver. Both parties agree that any claims or controversies between us must be brought against each other on an individual basis only. Thus, neither party can or will bring a claim as a plaintiff or class member in a class action, consolidated action, or representative action. The arbitrator cannot combine more than one person’s or entity’s claims into a single case, and cannot preside over any consolidated, class or representative proceeding (unless we agree otherwise). Further, the arbitrator’s decision or award in one party’s case can only impact the person or entity that brought the claim, not other FraudCentral customers, and cannot be used to decide other disputes with other customers. If a court decides that this Section 12.3 (Class Action Waiver) is not enforceable or valid, then the entire Section 12 (Agreement to Arbitrate) will be null and void, but the rest of this Agreement will still apply.
e) Governing Law and Venue. The enforceability and interpretation of Section 12.3 (Agreement to Arbitrate) will be determined by the Federal Arbitration Act. Apart from Section 12.3, this Agreement will be governed by and interpreted according to the laws of the State of New York without regard to its conflicts-of-laws rules and principles that would cause laws of another jurisdiction to apply. These Terms will not be governed by the United Nations Convention on Contracts for the International Sale of Goods. Except as provided in Section 12.3 (Agreement to Arbitrate), any legal suit, action or proceeding arising out of or related to these Terms or the FraudCentral Services shall be instituted in either the state or federal courts of Washington, DC, and we each consent to the personal jurisdiction of these courts.
12.4. Notice. Any notice or communication required or permitted under this Agreement will be in writing to the parties at the addresses set forth on the Order Form or at such other address as may be given in writing by either party to the other in accordance with this Section and will be deemed to have been received by the addressee (i) if given by hand, immediately upon receipt; (ii) if given by overnight courier service, the first business day following dispatch or (iii) if given by registered or certified mail, postage prepaid and return receipt requested, the second business day after such notice is deposited in the mail.
12.5. Amendments; Waivers. Except as otherwise provided herein, no supplement, modification, or amendment of this Agreement will be binding, unless executed in writing by a duly authorized representative of each party to this Agreement. No waiver will be implied from conduct or failure to enforce or exercise rights under this Agreement, nor will any waiver be effective unless in a writing signed by a duly authorized representative on behalf of the party claimed to have waived.
12.6. Entire Agreement. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements and communications relating to the subject matter of this Agreement.
12.7. Force Majeure. Neither party will be liable to the other for any delay or failure to perform any obligation under this Agreement (except for a failure to pay fees) if the delay or failure is due to unforeseen events that occur after the signing of this Agreement and that are beyond the reasonable control of such party, such as a strike, blockade, war, act of terrorism, riot, natural disaster, pandemic, failure or diminishment of power or telecommunications or data networks or services, or refusal of a license by a government agency.
12.8. Subcontractors. FraudCentral may use the services of subcontractors and permit them to exercise the rights granted to FraudCentral to provide the Services under this Agreement, provided that FraudCentral remains responsible for (i) compliance of any such subcontractor with the terms of this Agreement and (ii) for the overall performance of the Services as required under this Agreement.
12.9. Independent Contractors. The parties to this Agreement are independent contractors. There is no relationship of partnership, joint venture, employment, franchise, or agency created hereby between the parties. Neither party will have the power to bind the other or incur obligations on the other party's behalf without the other party's prior written consent.
12.10. Export Control. In its use of the Services, Customer agrees to comply with all export and import laws and regulations of the United States and other applicable jurisdictions. Without limiting the foregoing, (i) Customer represents and warrants that it is not listed on any U.S. government list of prohibited or restricted parties or located in (or a national of) a country that is subject to a U.S. government embargo or that has been designated by the U.S. government as a "terrorist supporting" country, (ii) Customer will not (and will not permit any of its users to) access or use the Services in violation of any U.S. export embargo, prohibition or restriction, and (iii) Customer will not submit to the Services any information that is controlled under the U.S. International Traffic in Arms Regulations.
12.11. Construction. Both parties to this Agreement will be considered the Agreement’s author and agree that these terms result from negotiations between the parties. Any ambiguities that exist shall not be construed against either party.
12.12. Counterparts. This Agreement may be executed in counterparts, each of which will be deemed an original, and all of which together will be considered one and the same agreement.
13. Definitions
"Affiliate." means any entity under a party’s control, where "control" means ownership of or the right to control greater than 50% of the voting interests of that entity.
"Contractor." means an independent contractor or consultant that is not a FraudCentral competitor.
"Customer Data." means any information, call data (including call signaling and/or STIR/SHAKEN data), data, text, messages, or other materials that are made available to us, submitted to, or sent to or received from Customer or Customer’s People via the Services by or on behalf of Customer, including, without limitation: (a) data submitted, uploaded, imported to or sent via the Services by Customer (including from Third Party Platforms) and (b) data sent or provided to, by or about People (including call data, SMS, MMS, chat, and messages and logs thereof) that are exchanged, provided, or accessed using the Services.
"Customer Properties." means the telephony, switching and/or messaging systems, websites, apps, or other tools owned and/or operated by Customer (or for its benefit, including, without limitation, those systems and devices through which Customer’s agents and employees use the Services) and through which Customer uses the Services.
"Dashboard." means FraudCentral's user interface for accessing, using, and administering the Services, which Customer may access via the web or, if and as available, the FraudCentral Apps.
"Documentation." means technical user documentation provided with the Services, including, without limitation, onboarding documentation, launch guides, and FAQs, as revised from time to time.
"Feedback." means suggestions, comments, questions, or other feedback relating to any FraudCentral product or service.
"FraudCentral App." means any mobile application, browser web app, or desktop client software included in the applicable Service that FraudCentral makes available to you for use in connection with the Services.
"FraudCentral Properties." means certain software, intellectual property, integrations, code, APIs, databases, software development kits (SDKs) or other code or intellectual property provided by FraudCentral for access through or deployment on Customer Properties and through which FraudCentral provides its Services, but excluding any third-party properties, software, code or other assets over which FraudCentral has no meaningful right of control.
"Laws." means all applicable local, state, federal, and international laws, regulations, ordinances, rules, judgments, orders and conventions of a government, court, or tribunal of competent jurisdiction, and applicable wireless-messaging industry rules and guidelines, including, without limitation, those laws and Guidelines referenced in Section 2.3 above and any other then-applicable laws and guidelines related to marketing, telemarketing, data privacy and data transfer, communications, and the exportation of technical or personal data.
"People." (in the singular, "Person") means Customer's customers, the calling parties associated with any given call or call attempt, contacts, or potential customers with whom Customer communicates or for whom it carries traffic that is accessed, used or evaluated via the FraudCentral Services.
"Permitted User." means an employee or Contractor of Customer or its Affiliate who is authorized to access the Service.
"Sensitive Personal Information." means any of the following: (i) credit, debit or other payment card data subject to the Payment Card Industry Data Security Standards ("PCI DSS"); (ii) patient, medical or other protected health information regulated by the Health Insurance Portability and Accountability Act ("HIPAA"); or (iii) any other personal data of an EU citizen deemed to be in a "special category.
"Services." means the functionality provided through FraudCentral's proprietary software-as-a-service solution(s), including, but not limited to, the Dashboard, FraudCentral application programming interfaces (APIs), FraudCentral Properties, and FraudCentral Apps, which, among other things, and depending on your particular Order Form, includes the ability to assess potentially unlawful call traffic and/or sources traversing your network and/or as made available via FraudCentral’s knowledge and reporting tools.
"Taxes." means any sales, use, GST, value-added, withholding, or similar taxes or levies, whether domestic or foreign, other than taxes based on FraudCentral’s income.
"Third-Party Platform." means any software, software-as-a-service, data sources or other products or services not provided by FraudCentral that are integrated with any Services.
VoiceShield™ Terms and Conditions
Effective Date: 08/19/2025
Last Updated: 08/19/2025
1. ACCEPTANCE OF TERMS
By accessing, installing, or using VoiceShield™ ("Service"), you ("Customer," "you," or "your") agree to be bound by these Terms and Conditions ("Terms"). If you do not agree to these Terms, do not use the Service.
2. SERVICE DESCRIPTION
VoiceShield™ is an AI-powered call analysis service that:
• Monitors OUTBOUND calls only from your SoftSwitch / Telecom Network
• Compatible with all IP-based SoftSwitches
• Records only the A leg (originating caller) - B leg (called party) is NEVER recorded
• Uses artificial intelligence to transcribe and analyze outbound call content from the originating party only
• Identifies and retains data only from calls determined to be robocalls or automated communications
• Automatically deletes transcriptions and data from personal/legitimate calls
• Permanently deletes all retained data after 3 months
• Provides robocall detection and compliance monitoring for outbound communications
• Integrates with VoiceGuard™ database using anonymized pitch analysis data to improve robocall detection
• Requires customers to use their own telecommunications carrier - VoiceShield™ does not provide carrier services
• Stores all data exclusively within the United States
IMPORTANT: VoiceShield™ can only be used for short duration traffic due to privacy reasons. The Service is optimized for brief outbound communications and is not suitable for extended call durations.
3. LEGAL COMPLIANCE REQUIREMENTS
3.1 Customer Responsibility for Legal Compliance
YOU ARE SOLELY RESPONSIBLE FOR ENSURING YOUR USE OF VOICESHIELD™ COMPLIES WITH ALL APPLICABLE FEDERAL, STATE, LOCAL, AND INTERNATIONAL LAWS IN YOUR JURISDICTION.
VoiceShield™ is designed primarily for the United States telecommunications market but may be used internationally provided such use is legal in your jurisdiction. This includes compliance with:
United States Federal Laws (if applicable):
• Electronic Communications Privacy Act (ECPA)
• Telephone Consumer Protection Act (TCPA)
• Wiretap Act (18 U.S.C. § 2510 et seq.)
• Communications Act of 1934, as amended
United States State Laws (if applicable):
IMPORTANT: Eleven US states require two-party consent for call recording or monitoring:
• California
• Connecticut
• Florida
• Illinois
• Maryland
• Massachusetts
• Michigan
• Montana
• New Hampshire
• Pennsylvania
• Washington
International Laws (if applicable):
• European Union General Data Protection Regulation (GDPR)
• Canadian Personal Information Protection and Electronic Documents Act (PIPEDA)
• United Kingdom Data Protection Act
• Australia Privacy Act
• Local telecommunications and privacy regulations in your country/region
• Any applicable cross-border data transfer restrictions
3.2 Prohibited Uses
You may NOT use VoiceShield™ if:
• Your jurisdiction prohibits call monitoring or content analysis and you cannot obtain proper authorization
• You are subject to regulations prohibiting call content analysis or transcription
• Your use would violate any applicable privacy, telecommunications, or consumer protection laws in your jurisdiction
• You intend to use the Service to monitor inbound calls (not supported)
• You intend to use the Service for any illegal purpose under the laws of your jurisdiction
• You do not have your own telecommunications carrier relationship
• You cannot comply with applicable data protection laws (e.g., GDPR, PIPEDA, local privacy regulations)
• You primarily conduct extended duration calls (Service can only be used for short duration traffic due to privacy reasons)
• You anchor data or use media servers when routing calls (will result in global network blocking)
3.3 Required Consents and Notifications
Before using VoiceShield™, you must:
• Ensure you have legal authority to monitor and record outbound communications (A leg only) under the laws of your jurisdiction
• Provide appropriate notices to call recipients as required by applicable local, national, or international law
• Obtain necessary consents for outbound call monitoring and A leg recording as required by your jurisdiction
• Comply with any industry-specific regulations applicable in your jurisdiction (e.g., HIPAA for US healthcare, GDPR for EU data processing, TCPA for US marketing calls)
• Maintain your own telecommunications carrier relationship and ensure carrier compliance with local regulations
• Implement appropriate data protection measures as required by your jurisdiction's privacy laws
4. HOW VOICESHIELD™ WORKS
4.1 Call Analysis Process
Outbound Call Monitoring: VoiceShield™ analyzes only outbound calls from your SoftSwitch / Telecom Network using AI technology
A Leg Recording Only: The Service records and analyzes only the A leg (originating caller) - the B leg (called party) is never recorded or analyzed
Content Transcription: The Service temporarily transcribes A leg call content only for analysis
Robocall Detection: AI algorithms determine whether your outbound calls are robocalls/automated communications based solely on A leg analysis
Selective Retention: Only A leg data from calls identified as robocalls is retained for compliance purposes
Pitch Analysis: Acoustic and pitch characteristics are extracted from A leg robocall audio only for database contribution
Automatic Deletion: All other A leg call data and transcriptions are immediately and permanently deleted
VoiceGuard™ Integration: Anonymized pitch data from A leg analysis (not original recordings or transcripts) may be contributed to VoiceGuard™ database
Carrier Integration: Service integrates with your existing telecommunications carrier infrastructure
4.2 Data Handling and VoiceGuard™ Integration
A Leg Only: Only originating caller (A leg) audio is recorded and analyzed - called party (B leg) is never recorded
Personal Calls: A leg transcriptions and data are automatically deleted within 1 minute
Robocalls: A leg call data and transcriptions may be retained for analysis, reporting, and legal compliance for up to 3 months, after which all data is permanently deleted
VoiceGuard™ Database Integration: Anonymized pitch analysis data from A leg robocall audio may be shared with our VoiceGuard™ database to improve robocall detection. This includes only acoustic and pitch characteristics from the originating caller - never original recordings, full transcripts, or any B leg data
Metadata: Call routing and technical data may be retained as necessary for service operation for up to 3 months
Limited Human Review: A leg call content is never reviewed by human operators UNLESS it has been deemed a Robocall, Scam, Fraud, or Spam type call
US-Based Storage: All data is stored exclusively within the United States
5. PRIVACY AND DATA PROTECTION
5.1 Data Processing Principles
VoiceShield™ operates under the following privacy principles:
A Leg Recording Only: We record and process only the originating caller side (A leg) - called parties (B leg) are never recorded
Minimization: We process only A leg data necessary for robocall detection
Purpose Limitation: A leg data is used solely for robocall identification and compliance monitoring to prevent Tracebacks, Scams & Fraud
Automated Processing: A leg call content is processed only by AI systems
Immediate Deletion: Non-robocall A leg content is deleted without human access
Limited Human Review: A leg call content is never reviewed by human operators UNLESS it has been deemed a Robocall, Scam, Fraud, or Spam type call
Data Retention Limits: All retained data is permanently deleted after 3 months maximum
Jurisdictional Compliance: Data processing complies with applicable privacy laws in your jurisdiction
5.2 Data Storage and International Transfers
All VoiceShield™ data is stored exclusively on United States soil in secure, compliant data centers.
For international customers:
• All data processing and storage occurs within the United States
• We implement appropriate safeguards for cross-border data transfers as required by your jurisdiction
• Customers are responsible for ensuring compliance with local data transfer restrictions when using US-based services
• Additional data processing agreements may be required for certain jurisdictions (e.g., EU Standard Contractual Clauses for GDPR compliance)
5.3 Data Security
We implement industry-standard security measures including:
• End-to-end encryption for all communications
• Secure US-based data centers with physical and electronic safeguards
• Access controls limiting data access to authorized systems only
• Regular security audits and compliance assessments
• Compliance with applicable international security standards
• Geographic data restrictions ensuring US-only storage
5.4 Prohibition on Data Sharing and Sales
WE DO NOT AND WILL NOT SELL, RENT, LEASE, OR SHARE YOUR CALL DATA, RECORDINGS, TRANSCRIPTIONS, OR ANY PERSONAL INFORMATION WITH THIRD PARTIES FOR COMMERCIAL PURPOSES.
Specifically, we prohibit:
Commercial Data Sales: We will never sell your call data, recordings, transcriptions, or personal information to any third party
Data Rental or Licensing: We will never rent, lease, or license your data to third parties
Marketing Data Sharing: We will never share your data with marketing companies, advertisers, or data brokers
Customer List Sharing: We will never share customer lists, contact information, or account details with third parties
Unauthorized Access: We will never provide third parties with access to your call content, transcriptions, or personal data
5.5 Limited Data Sharing for VoiceShield™ Integration
The ONLY exception to our no-sharing policy is for legitimate service operation:
VoiceGuard™ Database: ONLY anonymized pitch analysis data and acoustic characteristics from A leg robocall audio may be contributed to our VoiceGuard™ database to improve industry-wide robocall detection capabilities
No Original Content Shared: Original A leg recordings, full transcripts, or personally identifiable information are NEVER shared with VoiceGuard™ or any third party
No B Leg Data: B leg (called party) audio is never recorded, analyzed, or shared under any circumstances
Research and Regulatory Purposes: Aggregated, anonymized A leg robocall analytics may be shared for research or regulatory purposes in compliance with applicable privacy laws - but NEVER personal data or identifiable information
US Data Storage: All data sharing occurs within secure US-based systems
Legal Compliance: We may be required to share data only when compelled by valid legal process (subpoena, court order, etc.) as required by law
6. CUSTOMER OBLIGATIONS
6.1 Legal Compliance
You agree to:
• Research and comply with all applicable laws in your jurisdiction
• Obtain necessary consents and provide required notifications
• Use the Service only for legitimate robocall detection purposes
• Immediately discontinue use if legal compliance cannot be maintained
6.2 Carrier and Network Requirements
You must:
• Maintain your own telecommunications carrier relationship and services
• Have legal authority to monitor outbound communications from your SoftSwitch / Telecom Network / Customers if applicable
• Ensure your SoftSwitch / Telecom Network supports integration with VoiceShield™ (compatible with all IP-based SoftSwitches)
• Route calls directly to VoiceShield™ without anchoring data or using media servers
• Maintain adequate network security and access controls
• Notify us of any unauthorized access or security incidents
6.3 Account Security and Data Sharing Restrictions
You are strictly prohibited from sharing VoiceShield™ account credentials or service data with other telecommunications carriers, competitors, or third-party service providers.
Specifically, you may NOT:
Share Account Logins: Provide your VoiceShield™ username, password, API keys, or access credentials to other carriers, competitors, or unauthorized third parties
Share Service Data with Carriers: Distribute VoiceShield™ reports, analytics, robocall detection data, or service insights to other telecommunications carriers or competing service providers
Resell Access: Resell, sublicense, or provide access to VoiceShield™ services to other carriers or telecommunications companies
Cross-Carrier Data Sharing: Share VoiceShield™ data, reports, or insights across multiple carrier networks or with carrier partners without explicit written authorization
Competitive Intelligence: Use VoiceShield™ data to provide competitive intelligence or market insights to other carriers
Permitted Data Sharing:
Your Own Customers: You MAY share relevant VoiceShield™ reports and compliance data with your direct telecommunications customers as part of your service offerings
Regulatory Compliance: You MAY share data as required for regulatory compliance, legal proceedings, or law enforcement requests
Internal Operations: You MAY use VoiceShield™ data for your own internal compliance, quality assurance, and customer service purposes
6.4 Prohibited Activities
You may not:
• Attempt to use VoiceShield™ for inbound call monitoring (not supported)
• Attempt to access retained robocall data of other customers
• Attempt to access or reverse engineer VoiceGuard™ database contributions
• Use the Service to monitor communications without proper authority
• Reverse engineer or attempt to circumvent the Service's operation
• Use the Service for any unlawful surveillance or privacy violations
• Attempt to use VoiceShield™ without your own telecommunications carrier
• Anchor data or use media servers when sending calls to VoiceShield™ - THIS CAN AND WILL CAUSE YOUR NETWORK TO BE BLOCKED GLOBALLY
7. DISCLAIMERS AND LIMITATIONS
7.1 Legal Advice Disclaimer
WE DO NOT PROVIDE LEGAL ADVICE. These Terms are not legal advice, and we strongly recommend consulting with qualified legal counsel in your jurisdiction regarding:
• Applicable wiretapping and privacy laws in your country/region
• Required consents and notifications under local law
• Industry-specific compliance requirements
• Data retention and privacy obligations
• Cross-border data transfer restrictions
• Telecommunications regulations in your jurisdiction
International customers should specifically consult with local counsel regarding compliance with national and regional privacy, telecommunications, and data protection laws.
7.2 Accuracy and Suitability Limitations
While VoiceShield™ uses advanced AI technology for A leg outbound call analysis:
• Robocall detection is not 100% accurate
• Some legitimate outbound calls may be incorrectly classified
• Some automated outbound calls may not be detected
• Transcription accuracy may vary based on A leg call quality and other factors
• Service depends on proper integration with your telecommunications carrier
• Analysis is limited to A leg (originating caller) content only
• The Service can only be used for short duration traffic due to privacy considerations
• Performance and accuracy may decrease with extended call durations
7.3 Service Availability
We do not guarantee:
• Uninterrupted service availability
• Compatibility with all telecommunications carriers or legacy non-IP SoftSwitches / Telecom Networks
• Detection of all automated outbound communications
• Protection against all forms of telecommunications compliance violations
• Service availability if your telecommunications carrier restricts third-party integrations
8. INDEMNIFICATION
You agree to indemnify, defend, and hold harmless VoiceShield™, its officers, directors, employees, and agents from any claims, damages, losses, or expenses arising from:
• Your use of the Service in violation of applicable law in your jurisdiction
• Failure to obtain required consents or provide necessary notifications for outbound call monitoring under local law
• Any privacy, wiretapping, or data protection law violations related to outbound call analysis
• Unauthorized monitoring of communications
• Issues arising from your telecommunications carrier relationship or service interruptions
• Non-compliance with cross-border data transfer restrictions or local privacy regulations
• Any claims related to VoiceGuard™ database contributions or pitch analysis data sharing
• Network blocking or other consequences resulting from anchoring data or using media servers
9. LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY LAW:
• OUR LIABILITY IS LIMITED TO THE FEES PAID FOR THE SERVICE
• WE ARE NOT LIABLE FOR INDIRECT, CONSEQUENTIAL, OR PUNITIVE DAMAGES
• WE ARE NOT LIABLE FOR LEGAL PENALTIES ARISING FROM YOUR NON-COMPLIANCE
• WE ARE NOT LIABLE FOR DAMAGES FROM SERVICE INTERRUPTIONS OR INACCURACIES
10. REGULATORY COMPLIANCE
10.1 US FCC Compliance (when applicable)
For US-based customers, VoiceShield™ operates in compliance with FCC regulations, including:
• Safe harbor provisions for robocall blocking (47 CFR § 64.1200)
• TRACED Act implementation requirements
• Call authentication standards (STIR/SHAKEN)
10.2 International Regulatory Compliance
For international customers:
• We comply with applicable data protection regulations where we operate
• Customers remain responsible for compliance with local telecommunications and privacy laws
• Additional compliance measures may be required based on your jurisdiction
• We may provide additional documentation or agreements as required by local law
11. BILLING AND PAYMENT
11.1 Prepaid Service Model
ALL FRAUDCENTRAL SERVICES AND PRODUCTS ARE PREPAID. VoiceShield™ operates on a prepaid billing model with the following terms:
• All invoices are due to be paid immediately via credit card through Stripe payment processing
• Service access requires current payment and account balance
• No credit terms or post-payment billing arrangements are available
• Payment must be completed before service activation or renewal
11.2 Account Suspension for Non-Payment
ACCESS WILL BE REMOVED INSTANTLY IF ACCOUNT INVOICES ARE NOT PAID.
• Service access is immediately suspended upon payment failure or account delinquency
• All data cannot be accessed until account is paid in full
• No grace period is provided for overdue payments
• Automatic service restoration occurs only upon successful payment processing
• During suspension, call analysis and robocall detection services are completely unavailable
11.3 Account Termination Rights
FRAUDCENTRAL RESERVES THE RIGHT TO TERMINATE YOUR ACCOUNT AT ANY TIME FOR ANY REASON.
• We may terminate service immediately without prior notice
• Termination may occur for any reason at our sole discretion
• No refunds will be provided for prepaid services upon termination
• Account termination results in immediate loss of access to all services and data
11.4 Payment Processing
• All payments are processed securely through Stripe payment platform
• Valid credit card information must be maintained on file
• Failed payment attempts may result in immediate service suspension
• Payment disputes must be resolved directly with your credit card provider
• FraudCentral is not responsible for payment processing fees or currency conversion charges
12. TERMINATION
12.1 Termination Rights
Cancellation can be immediate or at end of billing cycle through your online account. We may immediately terminate service if:
• You violate these Terms
• Your use violates applicable law
• We determine continued service poses legal or security risks
• You anchor data or use media servers when routing calls to VoiceShield™
12.2 Effect of Termination
Upon termination:
• Your access to the Service will cease immediately
• Retained robocall data will be deleted within 30 days unless required for legal compliance, but in no case retained longer than 3 months from original collection
• Any contributed VoiceGuard™ pitch analysis data may remain in the database as anonymized industry data
• These Terms will survive termination as necessary to enforce obligations
13. UPDATES AND MODIFICATIONS
We may update these Terms to reflect:
• Changes in applicable law or regulations
• Service enhancements or modifications
• Updated privacy or security practices
Material changes will be provided with 7 days advance notice.
14. GOVERNING LAW AND JURISDICTION
These Terms are governed by Delaware law, without regard to conflict of law principles.
For US customers: Any disputes will be resolved in the courts of Delaware.
For international customers: While these Terms are governed by Delaware law, we acknowledge that local mandatory consumer protection laws may also apply. Customers may have additional rights under their local jurisdiction that cannot be waived by these Terms.
15. SEVERABILITY
If any provision of these Terms is found unenforceable, the remaining provisions will continue in full force and effect.
16. CONTACT INFORMATION
For questions about these Terms or legal compliance:
Legal Department
VoiceShield™
FraudCentral LLC (Delaware Company)
1207 Delaware Ave #240
Wilmington, DE 19806
Email: legal@voiceshield.com
Toll Free: 866 978 0911
International: +1 866 978 0911
17. ACKNOWLEDGMENT
By using VoiceShield™, you acknowledge that:
• You have read and understood these Terms
• You have consulted legal counsel as necessary regarding compliance requirements for outbound call monitoring and A leg recording
• You accept full responsibility for ensuring legal compliance in your jurisdiction
• You understand the technical limitations and capabilities of the Service
• You maintain your own telecommunications carrier relationship and VoiceShield™ does not provide carrier services
• The Service monitors and records outbound calls (A leg only) and does not support inbound call analysis
• The Service never records or analyzes the B leg (called party) under any circumstances
• You understand VoiceShield™ can only be used for short duration traffic due to privacy considerations
• You consent to anonymized pitch analysis data from A leg robocalls being contributed to VoiceGuard™ database
• You understand all data is stored exclusively within the United States
IMPORTANT INTERNATIONAL NOTICE: VoiceShield™ is designed primarily for the United States telecommunications market but may be used internationally where legally permitted. The use of call monitoring and analysis technology is subject to complex and varying legal requirements that differ significantly across countries and regions. International customers must ensure compliance with local privacy laws (such as GDPR in the EU), telecommunications regulations, data protection requirements, and cross-border data transfer restrictions. You are strongly advised to consult with qualified legal counsel in your jurisdiction before implementing VoiceShield™ to ensure full compliance with all applicable laws.
US NOTICE: Federal and state laws regarding wiretapping, privacy, and telecommunications monitoring differ significantly across jurisdictions. You are strongly advised to consult with qualified legal counsel before implementing VoiceShield™ to ensure compliance with all applicable laws in your jurisdiction.
