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Effective: April 1, 2024
Please read these Terms of Service carefully before opening an account for Services, or otherwise using the Services. If you do not agree with this Agreement (as defined below), do not use the Services.
This Agreement governs the purchase and use of the Services (as defined below) provided by SIP.US ("SIP.US”). The individual or legal entity opening an account for Service under this Agreement shall be referred to as “Client”. SIP.US and Client hereinafter are individually a “Party” and collectively the “Parties”.
By using the Services, and/or selecting a Yearly Service Plan (as defined below), Client agrees to be bound by this Agreement. SIP.US may modify all or any part of this Agreement by posting the updated terms on its website at http://www.sip.us/. Client’s continued use of the Service after changes to this Agreement have been published constitutes acceptance of the updated Agreement.
This Agreement will continue so long as Services are installed, accessed, or otherwise used by Client. Either Party may terminate the Agreement or any Services without cause at any time, subject to the below.
SIP.US shall provide to Client the Services set forth in the Service Terms and Conditions or as available in the on-line portal (each a “Service,” and, collectively, the “Services”) all of which are subject to the terms and conditions of the Terms of Use (as defined below), these Terms of Service, the Service Terms and Conditions and any accompanying documentation, as well as any policies that may describe the Service(s) being purchased (collectively the “Agreement”). All of these form the final written agreement between SIP.US and the Client. Services are subject to availability and SIP.US has the right not to accept any Order (as defined below) for Service submitted by Client.
Prior to the initiation of Service and throughout any Service Term (as defined below), SIP.US may require Client to provide SIP.US with necessary credit information so that SIP.US may ascertain Client’s commercial creditworthiness. SIP.US may request, in its sole discretion, for Client to provide a cash deposit or any other form of deposit in the sole discretion of SIP.US (the “Security”) if SIP.US is reasonably concerned about Client’s ability or willingness to pay for Service (including, but not limited to, Client’s failure to remit payment for Services by the due date (the “Due Date”), a significant change in Client’s financial condition, or a material increase in Client billings with SIP.US). Failure by Client to provide Security or any additional Security at the request of SIP.US may result in the suspension (and subsequent termination) of Services being provided to Client and termination of this Agreement in the sole discretion of SIP.US. Upon expiration of this Agreement, and after all payments have been made by Client hereunder, any remaining Security shall be refunded to Client.
If applicable, if: (a) Client terminates a Yearly Service Plan prior to expiration of the Service Term for reasons other than Cause; or (b) SIP.US terminates a Yearly Service Plan prior to expiration or the Service Term for cause pursuant to the Sections entitled “Termination for Cause” or “Termination by SIP.US,” then Client shall pay, within ten (10) days after such termination: (i) all accrued but unpaid charges incurred through the date of such termination, plus (ii) an amount equal to one-hundred percent (100%) of the rates and charges in the unexpired portion of the Service Term, plus (iii) a refund of any and all installation waiver credits, sign-up credits, or up-front credits and discounts provided to Client.
Governmental Charges are fees SIP.US is permitted or required to collect from its Clients in support of statutory or regulatory programs in connection with providing Services (“Governmental Charges”). These charges include, but are not limited to, regulatory compliance, Telecommunication Relay Service (“TRS”), E911, access, Communications Assistance for Law Enforcement Act (“CALEA”), Universal Service Fund (“USF”) and other similar costs. If the fees are adjusted, SIP.US shall provide notice to Client of any such change. Any change shall become effective beginning on the first day of the next calendar month following notice to the Client.
In addition to payment for the rates and charges for Service(s), Client is responsible for payment of all sales, use, gross receipts, value added, excise, services, labor-related, consumption, and other local, state and federal taxes, fees, charges and surcharges, however designated, imposed on or based upon the provision, sale or use of the Services, excluding taxes based on SIP.US’s employees and net income (“Taxes”). If Client claims that its purchase of the Services is subject to tax exemption, Client must furnish SIP.US with the proper tax exemption certificate as authorized by the appropriate taxing authority or required by statute or regulation. If applicable, SIP.US will not collect such tax amounts from Client beginning on the date such certificate is provided. However, if SIP.US does not collect such amounts in reliance on Client’s tax exemption certificate, which certificate is later determined to be inadequate, then, as between SIP.US and Client, Client shall be liable for such uncollected amounts and for all interest, penalties and additions to tax which are determined to be due with respect to such uncollected amounts. SIP.US will not issue any credit(s) for applicable taxes, tax-like charges and surcharges assessed prior to its receipt of Client’s evidence of exemption. Notwithstanding any Client representation that any exemption application is pending, no exemption shall be available to Client until Client presents SIP.US with the valid certificate(s).
Client acknowledges that in the event of any account termination or cancellation, all telephone numbers associated with the account will be released and may not be available to Client upon reactivation. Similarly, the cancellation of individual Services which have associated telephone numbers will result in the release of such numbers. It is Client’s responsibility to work with a third-party provider to port out those numbers prior to termination or cancellation of the account or termination of Services.
Commencing on the date Client orders Services, and continuing for a period of three (3) years following the termination or expiration of this Agreement, each Party shall protect as confidential, and shall not disclose to any third party, any Confidential Information received from the disclosing Party or otherwise discovered by the receiving Party, including, but not limited to, all pricing, network or other designs, or other information that is marked confidential or bears a marking of like import, or that the disclosing Party states (orally or in writing) is confidential or which under the circumstances surrounding the disclosure, the receiving Party knows or should know is treated as confidential by the disclosing Party, as well as any information relating to the disclosing Party’s technology, business affairs, and marketing or sales plans (collectively the “Confidential Information”). The Parties shall use Confidential Information only for the purpose of the Agreement. The foregoing restrictions on use and disclosure of Confidential Information do not apply to information that: (a) is in the possession of the receiving Party at the time of its disclosure and is not otherwise subject to obligations of confidentiality; (b) is or becomes publicly known through no wrongful act or omission of the receiving Party; (c) is received, without restriction, from a third party free to disclose it without obligation to the disclosing Party; (d) is developed, independently, by the receiving Party without reference to the Confidential Information, or (e) is required to be disclosed by law, regulation, court or governmental order. Client’s data (“Client Data”, which shall also be known and treated by SIP.US as Confidential Information of Client) shall include Client’s data collected, used, processed, stored or generated as the result of the use of the Services. Client has obtained the necessary consent from its employees to provide SIP.US with any employee related Client Data to perform Services pursuant to the Agreement.
Services are provided on an “as is” or “as available” basis. SIP.US does not warrant that the Service(s) will be without failure, delay, interruption, error, degradation of quality or loss of content, data or information, and except as specifically set forth in the Agreement and any applicable Service Level Agreement, SIP.US makes no other representation or warranties, express or implied, as to any SIP.US Service(s), related products, equipment, software or documentation. SIP.US specifically disclaims any and all implied warranties, including without limitation any implied warranties of merchantability, fitness for a particular purpose, title, or non-infringement of third-party rights.
Each Party represents and warrants to the other that (a) its performance of this Agreement will not violate any provision of law, rule, regulation and/or regulations of any governmental authority to which such Party is subject (including without limitation, (i) all applicable anti-bribery laws and regulations (e.g., the U.S. Foreign Corrupt Practices Act), (ii) all laws, regulations, codes of practice and guidelines regarding data privacy, telemarketing, do-not-call restrictions and requirements, “slamming”, or deceptive business practices, (iii) all export control laws and regulations (including those promulgated by agencies of the United States Government, including the U.S. Departments of Commerce and Defense), which prohibit the export or diversion of goods to certain prohibited countries, and (b) each Party will comply with all laws, rules and regulations pursuant to which each Party conducts its business. SIP.US may modify or improve Service during the term and may cease or modify Service without liability as reasonably required to comply with changes in law, rule, regulation or policy.
THE TOTAL LIABILITY OF SIP.US TO CLIENT IN CONNECTION WITH THE AGREEMENT, FOR ANY AND ALL CAUSES OF ACTIONS AND CLAIMS, INCLUDING, WITHOUT LIMITATION, BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATION AND OTHER TORTS, SHALL BE LIMITED TO THE LESSER OF: (A) DIRECT DAMAGES PROVEN BY CLIENT; OR (B) THE AMOUNT PAID BY CLIENT TO SIP.US FOR THE APPLICABLE SERVICE FOR THE ONE (1) MONTH PERIOD PRIOR TO ACCRUAL OF THE MOST RECENT CAUSE OF ACTION. IN NO EVENT SHALL EITHER PARTY, ITS AFFILIATES, OFFICERS, DIRECTORS OR SHAREHOLDERS BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, EXEMPLARY OR INDIRECT DAMAGES ARISING FROM THE PARTIES’ RELATIONSHIP OR CONDUCT OF BUSINESS UNDER THIS AGREEMENT. FURTHER, IN NO EVENT SHALL SIP.US BE LIABLE FOR ANY DELAY OR FAILURE TO PROVIDE SERVICES, OR FOR ANY INTERRUPTION OR DEGRADATION OF SERVICES CAUSED BY NETWORK OR FACILITY FAILURE, OR FOR EQUIPMENT, NETWORK OR FACILITY UPGRADE, OR SERVICE, DEVICE, EQUIPMENT, NETWORK OR FACILITY FAILURE CAUSED BY THE LOSS OF POWER OR INTERNET SERVICE TO SIP.US OR CLIENT.
Neither Party may assign the Agreement or any of its rights thereunder without the prior written consent of the other Party, which consent shall not be unreasonably withheld, except that (a) SIP.US may assign its rights and/or obligations under the Agreement, (i) to any parent, affiliate or subsidiary, (ii) pursuant to any merger, acquisition, reorganization, sale or transfer of all or substantially all of its assets, or (iii) for purposes of financing; and (b) Client may assign its rights and/or obligations under the Agreement, (i) to its parent, affiliates or subsidiaries, or (ii) pursuant to any merger, acquisition, reorganization, sale or transfer of all or substantially all of its assets, provided that any assignment by Client pursuant to this exception is subject to the following conditions: (a) the proposed assignee satisfies SIP.US’s then current credit and deposit standards; (b) Client has fully paid for all Services through the date of the assignment; and (c) the proposed assignee agrees in writing to be bound by all provisions of the Agreement. Any assignment in violation of this Section is null and void.
CLIENT ACKNOWLEDGES, UNDERSTANDS, AND AGREES THAT THE SERVICE IS INTERNET BASED AND THEREFORE 911/E911 SERVICES ARE DIFFERENT FROM TRADITIONAL WIRELINE BASED SERVICES AND MAY ONLY BE PROVIDED WITH CERTAIN SERVICES IF SPECIFICALLY DEFINED IN ADDENDUM(S), EXHIBIT(S), SCHEDULES, SERVICE ATTACHMENTS, SERVICE AGREEMENTS, AND ATTACHMENTS TO THIS AGREEMENT, INCLUDING OTHER APPLICABLE ADDENDA, AND APPLICABLE ONLINE TERMS & CONDITIONS, ALL OF WHICH ARE FULLY INCORPORATED HEREIN BY REFERENCE. CLIENT ACKNOWLEDGES AND AGREES THAT NEITHER SIP.US, ITS UNDERLYING CARRIER(S), NOR ANY OTHER THIRD PARTIES INVOLVED IN THE ROUTING, HANDLING, DELIVERY, OR ANSWERING OF EMERGENCY SERVICES OR IN RESPONDING TO EMERGENCY CALLS, NOR THEIR OFFICERS OR EMPLOYEES, MAY BE HELD LIABLE FOR ANY CLAIM, DAMAGE, LOSS, FINE, PENALTY OR COST (INCLUDING, WITHOUT LIMITATION, ATTORNEYS FEES) AND CLIENT HEREBY WAIVES ANY AND ALL SUCH CLAIMS OR CAUSES OF ACTION, ARISING FROM OR RELATING TO THE PROVISION OF ALL TYPES OF EMERGENCY SERVICES TO CLIENT. CLIENT FURTHER AGREES AND ACKNOWLEDGES THAT IT IS INDEMNIFYING AND HOLDING HARMLESS SIP.US FROM ANY CLAIM OR ACTION FOR ANY CALLER PLACING SUCH A CALL WITHOUT REGARD TO WHETHER THE CALLER IS AN EMPLOYEE OR CLIENT OF CLIENT. CLIENT ACKNOWLEDGES AND AGREES THAT ANY INJURY ARISING OUT OF A LACK OF OR MISROUTING OF 911 CALLS, REGARDLESS OF WHETHER THE CALL FAILED OR WAS ROUTED BY A PUBLIC SAFETY ANSWERING POINT OR AN OFFICIAL EMERGENCY OPERATOR, IS NEITHER THE FAULT NOR LIABILITY OF SIP.US AND CLIENT HOLDS SIP.US AND ITS SUBSIDIARIES AND AFFILIATES, AS WELL AS THEIR RESPECTIVE OFFICERS, DIRECTORS, MANAGERS, EMPLOYEES AND AGENTS HARMLESS FROM ANY DAMAGES OR LIABILITIES. THE LIMITATIONS APPLY TO ALL CLAIMS REGARDLESS OF WHETHER THEY ARE BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, PRODUCT LIABILITY, TORT AND ANY OTHER THEORIES OF LIABILITY.
Service(s) may not be moved from a contracted Service address without written notification from Client to SIP.US. Should Client move a Service and fail to notify SIP.US of the Service move, then SIP.US, in its sole discretion, may immediately suspend any applicable Service(s) until such time as SIP.US processes a “move order” initiated by Client. Failure to notify SIP.US of an intended service move may result in Service(s) being 911/E911 non-compliant, if applicable. Client understands that said failure may cause incorrect routing of emergency services and holds SIP.US harmless from any consequences and claims, all of which rest solely with Client. Additionally, Client understands that continuation of Service with respect to any existing DIDs may be restricted by the location of the moved service.
Client is responsible and liable for all use of the Services, with or without its permission. The Services may not be used for any unlawful, abusive or fraudulent purpose and may not violate Section 26 below. Any violation of this Section shall constitute a material breach establishing cause for termination of the Agreement by SIP.US.
Client shall bear the risk of loss arising from any unauthorized or fraudulent use of the Services. SIP.US reserves the right, but is not required, to take any and all action it deems appropriate, including blocking access to particular calling numbers or geographic areas, to prevent or terminate any fraud or abuse in connection with the Services or any use thereof. Client remains responsible for its own network security and security violation response procedures. Client understands and acknowledges that no Service is guaranteed to ensure Client’s network security or to prevent security incidents, and that SIP.US is not responsible for any unauthorized third party or Client employee access to Client’s facilities and data. Client is responsible for securing all credentials used to access the Services, including credentials used by telephones or softphones and credentials used by end users or administrators to access the SIP.US user interface. Client acknowledges that placing telephones on a publicly accessible internet protocol address or a publicly accessible network will subject the Client to a higher level of risk for fraudulent activity, as will use of the Services using a network that has not been secured using best practice measures.
Client’s use of the Services is subject to the Acceptable Use Policy, Privacy Policy, CPNI Policy, and all other policies applicable to the Services being ordered, all of which are available at http://www.sip.us/legal (collectively, the “Terms of Use”). Client is responsible for the use of the Services by all end users whom Client permits to use the Services. These policies may be updated from time to time by SIP.US upon notice to all Clients by posting them on the website.
Each Party will comply with any applicable data protection and privacy laws existing in all jurisdictions in which Service is performed (together, the “Data Protection Laws”). The Parties agree provision of the Service may involve the collection, processing, storage or recording of certain “Personal Data” or “Personal Information” (as defined by applicable Data Protection Laws and referred to collectively herein as “Personal Data”) of Client and participants. Where applicable under Data Protection Laws, the Parties acknowledge SIP.US acts as a “Data Processor” in relation to the Personal Data it processes on Client’s behalf and Client remains the “Data Controller” with respect to such Personal Data. Personal Data may be collected, processed and/or stored by SIP.US or its third-party suppliers in the United States of America, the United Kingdom, the European Union, Asia and Central America. Client represents and warrants it has a valid lawful basis for SIP.US to process the end user’s Personal Data in connection with the Services in accordance with applicable Data Protection Laws.
Any software application, including without limitation, the SIP.US portal or its website, APIs, and documentation associated with any application as well as any local computer files installed as a result, in each case, provided by or on behalf of SIP.US (“SIP.US Software”), may be used in object code form only and solely by Client for Client’s internal business purposes. Client may not (a) provide, disclose or make SIP.US Software available to any third party, or (b) decompile, reverse engineer, disassemble, modify, rent, lease, loan, distribute, or create derivative works (as defined by the United States Copyright Act) or improvements (as defined by United State Patent Law) from the SIP.US Software, no license under patents, copyrights, trademarks, service marks, trade names or other indicia of origins or other right is granted to Client in the SIP.US Software or in the SIP.US trademark, copyright, patent, trade secret or other proprietary rights nor shall any such rights be implied or arise by estoppel with respect to any transactions contemplated under the Agreement.
Client has the sole and exclusive responsibility for the installation, configuration, security (including firewall security), and integrity of all Client facilities, systems, equipment, proxy servers, software, hardware, systems, routing, networks, network addresses and configurations and the like and key contacts for problem escalation (collectively the “Client Systems and Materials”) reasonably required for use in conjunction with or related to the Service and software provided by SIP.US, including, without limitation, Client’s connectivity to any third party. If SIP.US grants Client access, either by online access, by API or access by any other means, to a service ordering/management system and/or any other tools and applications or computer software in connection with the Service or software or the use of any Service or software (collectively, the “Tools and Applications”), the following apply:
Client shall not use any service mark or trademark of SIP.US without prior written consent. SIP.US shall have the right to disclose Client’s use of the Services in connection with any advertising, promotion, press release or publication.
When Client believes that a loss or material degradation of any Service(s) has occurred (“Service Outage”), Client will first conduct customary problem isolation, resolution and troubleshooting activities. If Client believes that the Service Outage is attributable to or related to SIP.US or SIP.US’s network, Client will notify SIP.US’s Client Support at support@sip.us (or such other means SIP.US may provide to Client from time to time), by calling +1 (800) 566-9810 (or any other phone number provided by SIP.US from time to time), or by any electronic tools provided by SIP.US from time to time, to report the Service Outage(s) and initiate an investigation of the cause and remedy of such Service Outage (“Trouble Ticket”). Once a Trouble Ticket has been opened, SIP.US’s appropriate personnel will initiate diagnostic testing and isolation activities to determine the source and severity of the Service Outage and suggest a remedy to, or enact a remedy on behalf of, Client. SIP.US and Client will cooperate to restore Service as soon as reasonably as practicable.
If either Party’s performance under the Agreement (excluding the obligation of payment) is prevented, restricted or interfered with by causes beyond its reasonable control including, but not limited to, acts of God, epidemics, pandemics, quarantines, public health emergencies, fire, explosion, vandalism, cable cut by a third party, earthquake, storm or other similar occurrence, any law, order, regulation, direction, action or request of the United States government, or state or local governments, or of any department, agency, commission, court, bureau, corporation or other instrumentality of anyone or more such governments, or of any civil or military authority, or by national emergency, insurrection, riot, terrorism, war, accident, strike, lockout or work stoppage or other labor difficulties, or supplier failure, shortage, breach or delay, then the affected Party shall be excused from such performance on a day-to-day basis to the extent of such restriction or interference. The affected Party shall use reasonable efforts under the circumstances to avoid or remove such causes of nonperformance and shall proceed to perform with reasonable dispatch whenever such causes are removed or cease.
If SIP.US receives a court order, subpoena, law enforcement request or an industry traceback group fraud-calling inquiry related to the Service provided to Client by SIP.US (“Orders”), SIP.US will comply with and respond as it deems necessary, including, without limitation, by referring the applicable requesting parties to Client and disclosing Client information.
The Agreement does not create any third-party beneficiary rights in any individual or entity that is not a party to the Agreement. Notwithstanding the foregoing, a SIP.US underlying service provider may be a third-party beneficiary for sole purpose of enforcing any terms of the Agreement that specifically apply to such SIP.US underlying service provider.
This Agreement is not exclusive and nothing in this Agreement will prevent SIP.US from entering into similar arrangements with, or otherwise providing services to, any other person or entity.
All matters arising out of and relating to the Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Georgia without regard to its choice of law principles. Any action that is or may be commenced by any party pertaining to the Agreement and the subject matter thereof, shall be commenced in a federal or state court located in the county of Fulton, the State of Georgia. The Parties hereby consent to the jurisdiction of such court, waiving objection to forum non conveniens and personal jurisdiction. Each Party irrevocably and unconditionally waive the right to trial by jury in any action, suit, or proceeding of any kind or nature in any court to which they become parties relating to the Agreement.
Except for disconnect requests, the process for which is outlined in Section 13, all notices, requests, or other communications shall be in writing and either transmitted via overnight courier, electronic mail, facsimile, hand delivery, certified or registered mail, postage prepaid and return receipt requested to the Parties at the following addresses. Notices shall be deemed to have been given when received (or delivery refused).
To: SIP.US LLC
SIP.US LLC
12725 Morris Rd, Suite #420
Alpharetta, GA 30004
Attn: Legal Department
To: Client: At the billing address indicated in the Agreement.
Either Party may change its address by providing notice of such address change to the other Party in the manner set forth above.
The Parties are independent contractors. No agency, joint venture, employer-employee or partnership relationship is intended or created under this Agreement. This Agreement benefits Client and SIP.US only; there are no third-party beneficiaries, including any Clients of Client.
The failure to enforce any provision or term of the Agreement will not act as a waiver of any right contained in any provision or term in the Agreement.
If any provision under the these Terms of Service, the Terms of Use, Service Terms and Conditions, any addendums, any applicable Service Level Agreement or any other document that becomes part of the Agreement are declared or held to be invalid, illegal or unenforceable, all of the foregoing shall be revised only to the extent necessary to make such provision(s) legal and enforceable, or if impossible, the unaffected portions shall remain in full force and effect, provided that the modification is consistent with the original intent.
These Terms of Service, the Service Terms and Conditions, any addendums, any applicable Service Level Agreement (and any attachments, or other documents incorporated therein by reference) constitute the entire agreement with respect to the Services provided pursuant to the Agreement and supersede all other representations, understandings or agreements that are not expressed herein or therein, whether oral or written.