Terms of Service

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Customer," "you," or "your") and Aerocall, Inc., operating as CallExchange ("CallExchange," "we," "us," or "our"), governing your access to and use of the CallExchange website at callexchange.net and all related telecom platform services (collectively, the "Services").

By accessing or using the Services, or by clicking "I Agree," you confirm that you have read, understood, and agree to be bound by these Terms and our Privacy Policy, which is incorporated herein by reference. If you do not agree, you must not use the Services.

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1. Eligibility

You must be at least 18 years of age and have the legal authority to enter into a binding contract to use the Services. If you are using the Services on behalf of a company or other legal entity, you represent that you have the authority to bind that entity to these Terms, and "you" refers to both you and that entity.

2. Account Registration

To access certain features of the Services, you must register for an account. You agree to:

• Provide accurate, current, and complete information during registration.
• Maintain and promptly update your account information.
• Keep your password and access credentials confidential.
• Notify us immediately at [email protected] of any unauthorized use of your account.
• Be responsible for all activity that occurs under your account.

We reserve the right to suspend or terminate accounts that contain inaccurate information or that are used in violation of these Terms.

3. Description of Services

CallExchange provides a turnkey telecommunications platform enabling businesses to offer prepaid and postpaid calling cards, VoIP softphones, customer premise equipment, CRM tools, and related telecom services. Services are provided via the Aerocall, Inc. VoIP network and may include:

• Hosted PBX and call routing infrastructure.
• Call detail record (CDR) reporting and analytics.
• Customer account management and branding tools.
• API access for integration with third-party platforms.
• Predictive dialing, spam detection, and number rotation features.

We reserve the right to modify, suspend, or discontinue any part of the Services at any time with reasonable notice where practicable.

4. Acceptable Use

You agree to use the Services only for lawful purposes and in compliance with all applicable federal, state, local, and international laws and regulations. You must not:

• Use the Services to make or facilitate unsolicited, harassing, fraudulent, or illegal calls or messages.
• Violate the Telephone Consumer Protection Act (TCPA), CAN-SPAM Act, or any equivalent applicable law.
• Transmit or store any content that is unlawful, defamatory, obscene, or infringes any third-party intellectual property rights.
• Attempt to gain unauthorized access to any part of the Services or related systems.
• Reverse engineer, decompile, or attempt to extract source code from the platform.
• Resell or sublicense the Services without our prior written consent.
• Use the Services to conduct robocalling or auto-dialed campaigns in violation of applicable law.
• Interfere with the integrity or performance of the Services or the data therein.

We reserve the right to immediately suspend or terminate your access if we believe you are in violation of this section.

5. Fees and Payment

Certain Services are subject to fees as described in your service agreement or pricing plan. By subscribing to a paid plan, you agree to:

• Pay all fees in accordance with the pricing and billing terms in effect at the time of purchase.
• Provide valid and current payment information.
• Authorize us to charge your payment method for all fees due.

All fees are stated in US dollars and are exclusive of applicable taxes, which you are responsible for paying. Fees are non-refundable except as expressly stated in these Terms or required by applicable law. We reserve the right to modify our pricing with at least 30 days' prior notice.

6. Suspension for Non-Payment

If any amount due is not paid by the applicable due date, we may suspend your access to the Services after providing written notice. Access will be restored upon receipt of all outstanding amounts. We are not liable for any loss or damage resulting from a suspension due to non-payment.

7. Intellectual Property

All content, software, trademarks, logos, and intellectual property on the CallExchange platform are owned by or licensed to Aerocall, Inc. and are protected by applicable intellectual property laws. You are granted a limited, non-exclusive, non-transferable license to access and use the Services solely for your internal business purposes during the term of your agreement.

You retain ownership of any data you upload or generate through the Services ("Customer Data"). By using the Services, you grant us a limited license to process Customer Data solely to provide and improve the Services.

8. Confidentiality

Each party agrees to keep confidential all non-public information disclosed by the other party that is designated as confidential or that reasonably should be understood to be confidential. This obligation does not apply to information that is publicly available, independently developed, or required to be disclosed by law.

9. Telecommunications Compliance

You are solely responsible for ensuring that your use of the Services complies with all telecommunications regulations, including but not limited to:

• FCC rules and regulations applicable to VoIP and telephony services.
• TCPA and state-level do-not-call requirements.
• E911 / emergency calling obligations where applicable.
• International telecommunications laws for calls terminating outside the United States.

CallExchange makes no representation that the Services are appropriate or lawful for use in any particular jurisdiction outside the United States.

10. Disclaimer of Warranties

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK.

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL CALLEXCHANGE, AEROCALL, INC., OR THEIR OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, DATA, GOODWILL, OR BUSINESS INTERRUPTION, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

OUR TOTAL CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE AMOUNT YOU PAID TO US FOR THE SERVICES IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

12. Indemnification

You agree to indemnify, defend, and hold harmless CallExchange and Aerocall, Inc., and their respective officers, directors, employees, agents, and licensors from and against any claims, liabilities, damages, judgments, awards, losses, costs, and expenses (including reasonable legal fees) arising out of or relating to your use of the Services, your violation of these Terms, or your violation of any applicable law or third-party rights.

13. Term and Termination

These Terms remain in effect for as long as you use the Services. Either party may terminate the agreement upon written notice if the other party materially breaches these Terms and fails to cure such breach within 30 days of receiving written notice thereof. We may also terminate or suspend your access immediately for violations of the Acceptable Use section.

Upon termination, your right to use the Services ceases immediately. Provisions that by their nature should survive termination (including Sections 7, 10, 11, 12, 14, and 15) will survive.

14. Governing Law and Dispute Resolution

These Terms are governed by the laws of the State of Wyoming, USA, without regard to its conflict of law principles. Any dispute arising out of or relating to these Terms or the Services that cannot be resolved amicably shall be submitted to binding arbitration in Sheridan, Wyoming, under the rules of the American Arbitration Association, except that either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property rights.

You agree that any dispute resolution proceedings will be conducted on an individual basis and not in a class or representative action.

15. General Provisions

• Entire Agreement: These Terms, together with the Privacy Policy and any applicable service order or agreement, constitute the entire agreement between the parties regarding the Services.
• Amendments: We may update these Terms at any time. We will notify you by updating the "Last updated" date and, for material changes, by email or in-platform notice. Continued use of the Services after the effective date constitutes acceptance of the updated Terms.
• Severability: If any provision of these Terms is found to be unenforceable, that provision will be modified to the minimum extent necessary, and the remaining provisions will remain in full force.
• Waiver: Failure to enforce any right under these Terms does not constitute a waiver of that right.
• Assignment: You may not assign these Terms or any rights hereunder without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of assets.
• Force Majeure: Neither party will be liable for delays or failures in performance caused by events beyond its reasonable control, including natural disasters, acts of government, network outages, or other force majeure events.

16. Contact Us

If you have any questions about these Terms of Service, please contact us:

• Email: [email protected]
• Phone: +1 (917) 259-1038
• Address: 1309 Coffeen Ave, Sheridan, WY 82801, USA