Acceptable Use Policy
This Acceptable Use Policy (“AUP”) is incorporated by reference into your Agreement with Nexa—either the Master Services Agreement executed by and between Nexa and You or the Terms of Services agreed to by You by signing up for any Service, using the Service, or downloading, installing, or using any application (the “Agreement”). This AUP governs your use of the Nexa website, Nexa Ai Voice, Nexa Ai Meetings, Ai Sales Center and Ai Contact Center (each a “Service” and collectively, the “Services”).
Use Policies
Fair Use
Phonely Inc. is committed to providing first-class customer service and value to users of our Services. In order to provide the best pricing, support, and Services available to all our users, we retain the right to impose limits on your usage of the Services or to terminate the Services if we reasonably believe that your usage, including, but not limited to, the total number of calls you make, SMS messages you send, or minutes you use, is not consistent with normal, fair, and reasonable use of such Services. Wherever reasonably possible, we will provide written notice before taking any such action and allow a reasonable period to modify your usage.
Illegal or Inappropriate Behavior
You shall not use the Services for any illegal, fraudulent, improper, or abusive purpose or in any way that interferes with Phonely Inc.’s ability to provide high-quality Services to other customers, prevents or restricts other customers from using the Services, or damages Phonely Inc.‘s or other customers’ property. If Phonely Inc. finds that you are using the Services for anything other than the permitted uses in the Agreement or for any of the prohibited uses listed below, Phonely Inc. may, at its sole discretion, terminate your Service and charge you any applicable fees for the Services used, plus damages caused by your improper use.
Prohibited uses include, but are not limited to:
1. Behavior that is illegal, obscene, threatening, harassing, defamatory, libelous, deceptive, fraudulent, malicious, infringing, tortious, or invasive of another’s privacy;
2. Sending unsolicited messages or advertisements, including email, voicemail, SMS, or faxes (commercial or otherwise) (“spamming”) in violation of applicable law or regulation, or otherwise sending bulk and/or junk email, voicemail, SMS, or faxes;
3. Negligently, recklessly, knowingly, or intentionally transmitting any material that contains viruses, time bombs, trojan horses, worms, malware, spyware, or other harmful programs;
4. Creating a false Caller ID identity (“ID spoofing”) or forged email/SMS address or header, or otherwise attempting to mislead others as to the identity of the sender or the origin of any communication made using the Services with the intent to defraud, cause harm, or wrongfully obtain anything of value;
5. Using any intellectual property rights protected by applicable laws and contained in or accessible through the Services for the purpose of building a competitive product or service or copying its features or user interface;
6. Using the Services, or permitting them to be used, for purposes of product benchmarking or other comparative analysis intended for publication without Phonely Inc.’s prior written consent;
7. Using the Services to develop or enhance any software, software code, or derivative works of any software without Phonely Inc.’s prior written consent;
8. Using the Services for monitoring availability, performance, functionality, or any other benchmarking or competitive purposes;
9. Violating any U.S. or foreign law regarding the transmission of technical data or software exported through the Services;
10. Utilizing the Services in excess of what Phonely Inc., at its sole discretion, considers normal business use, including allowing more than one user to use a single line or using a single line in excess of expected use; and
11. Using the Services in any way that interferes with other customers’ or third parties’ use or enjoyment of the Services.
You further agree that your use of the Services is subject to all applicable local, state, national, and international laws and regulations, including but not limited to those governing account collection, export control, consumer protection, unfair competition, anti-discrimination, securities laws, and false advertising.
Unlimited Services: Certain Services may be offered on an “unlimited” basis. Unlimited Services may only be used for normal business purposes and exclude international calling to countries other than Canada (which incurs additional fees). Prohibited uses of unlimited Services include, but are not limited to:
• Trunking or forwarding your Phonely Inc. number to other numbers capable of handling multiple simultaneous calls or to a private branch exchange (PBX);
• Spamming or blasting bulk/junk voicemail, emails, or SMS messages;
• Bulk call-in lines such as customer support or sales call centers not provided by Phonely Inc.; and
• Auto-dialing or predictive dialing.
Unusually high usage may impair Phonely Inc.’s ability to provide quality Services to others, in which case Phonely Inc. reserves the right to suspend or terminate your account.
Phonely Inc. retains the right to modify this Acceptable Use Policy at any time for any reason, at its sole discretion.
Restrictions on Content Contributions and Submissions
You represent, warrant, and agree that you will not contribute any content or user submission (or otherwise use the Services in a manner) that:
• Infringes or violates the intellectual property rights or any other rights of anyone else (including Phonely Inc.);
• Violates any law or regulation;
• Is harmful, fraudulent, deceptive, threatening, harassing, defamatory, obscene, or otherwise objectionable;
• Jeopardizes the security of your Phonely Inc. account or others’;
• Attempts to obtain the password, account, or other security information from another user;
• Violates the security of any computer network or circumvents encryption codes;
• Runs Maillist, Listserv, auto-responders, or other processes that interfere with the Services’ infrastructure;
• Uses intellectual property from the Services for creating competitive products or benchmarking;
• Crawls, scrapes, or spiders any data or pages from the Services; or
• Decompiles or reverse engineers any part of the Services.
Limitation of Liability for Customer-Directed Use
Phonely Inc. provides a platform and tools to facilitate communication on behalf of its users and enterprise customers. Phonely Inc. is not responsible for any calls, messages, or campaigns initiated using its platform. Users are solely responsible for ensuring their use of the Services complies with all applicable laws, including but not limited to:
• Telecommunications and AI calling regulations;
• Anti-spam laws, such as the Telephone Consumer Protection Act (TCPA) and CAN-SPAM Act in the U.S., or equivalent laws in other jurisdictions; and
• Data privacy laws, such as the General Data Protection Regulation (GDPR) or the California Consumer Privacy Act (CCPA).
For enterprise contracts: Phonely Inc. acts solely as a service provider facilitating communication on behalf of the customer. All decisions regarding campaign content, targets, and execution are made by the customer, and Phonely Inc. assumes no responsibility or liability for the legality, compliance, or outcomes of such campaigns. Any modifications, adjustments, or updates to campaigns requested by the customer will be implemented by Phonely Inc. based on customer instructions and will remain the customer’s responsibility.
Compliance Responsibility
Users agree to adhere to all applicable laws and regulations governing their use of the platform. Phonely Inc. does not monitor or vet the content of calls, messages, or campaigns for compliance. As such:
1. You agree to indemnify and hold Phonely Inc. harmless from any claims, damages, fines, or penalties arising out of your use of the Services, including non-compliance with applicable laws.
2. Phonely Inc. reserves the right to suspend or terminate Services if we reasonably believe your usage violates applicable laws or regulations.
Campaign Accountability
For enterprise-level customers using Phonely Inc. to execute communication campaigns:
• Phonely Inc. acts as a neutral platform and does not assume ownership or responsibility for campaign design, targeting, or execution.
• Customers are responsible for ensuring that campaigns comply with all relevant laws and obtaining any necessary consents.
• Phonely Inc. disclaims liability for any outcomes resulting from campaigns initiated on behalf of customers.
Phonely Inc. reserves the right to terminate accounts and disable infringing content. Violation of any of the above is grounds for termination of your access to the Services.
Content Ownership and End User License/Restrictions
Here is the updated version of the text with “Phonely Inc.” replacing “Nexa” and adjustments to reflect the updated context:
Intellectual Property Rights
The materials displayed, performed, or available on or through the Services, including, but not limited to, text, graphics, data, articles, photos, images, illustrations, and user submissions (collectively, the “Content”), are protected by copyright and other intellectual property laws. You agree to abide by all copyright notices, trademark rules, information, and restrictions contained in any Content you access through the Services. You will not use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell, or otherwise exploit any Content not owned by you, (i) without the prior written consent of the owner of that Content or (ii) in a way that violates the rights of any third party or Phonely Inc.
You understand that Phonely Inc. owns the Services. You agree not to, and will not permit any third party to:
(a) rent, lease, provide access to, or sublicense the Services to a third party;
(b) use the Services to provide (or incorporate the Services into) any product or service provided to a third party;
(c) reverse engineer, decompile, disassemble, or otherwise seek to obtain the source code or non-public APIs to the Services, except as expressly permitted by applicable law and only upon advance written notice to Phonely Inc.; or
(d) copy, modify, publish, transmit, participate in the transfer or sale of, reproduce (except as expressly permitted in this section), create derivative works based on, or otherwise exploit any part of the Services.
Phonely Inc. grants you a limited, personal, revocable, non-exclusive, non-sublicensable, non-assignable, non-transferable, and non-resellable license to use the Services strictly in accordance with the terms of the Agreement. All rights not expressly granted under the Agreement are retained by Phonely Inc., including, but not limited to, intellectual property rights.
You acknowledge and agree that all patents, copyrights, trademarks, service marks, trade secrets, and other intellectual property rights (collectively, “IP Rights”) in the Services are and shall remain the sole and exclusive property of Phonely Inc. You will not take any action to jeopardize, limit, or interfere with these IP Rights. Any unauthorized use of the IP Rights constitutes a violation of this Agreement and applicable intellectual property laws.
Unsolicited Advertisements
You agree that your use of the Services and all transmission of communications using the Services shall at all times remain in compliance with applicable laws and regulations, including, but not limited to, the Federal Telephone Consumer Protection Act of 1991 (TCPA). You further agree that, at Phonely’s sole option and without further notice, Phonely may use technologies and procedures, such as filters, to terminate any unsolicited advertisements transmitted in violation of applicable law or regulation without delivering them. Phonely may immediately terminate your right to use the Services without liability of any kind in the event of a breach of this restriction. You hereby release and agree to fully, finally, and forever release, hold harmless, and fully indemnify Phonely from and against any damages or liabilities of any kind related to any voicemail, broadcast, fax spam, or solicitations that you may send and/or receive using the Services.
If you transmit, or are otherwise connected with, any transmission of voice, fax, email, or other unsolicited marketing messages using the Services in violation of applicable law or regulation, you agree to pay Phonely its actual damages if those damages can be reasonably calculated. If actual damages cannot be reasonably calculated, you agree to pay Phonely liquidated damages of ten dollars ($10.00) for each such unsolicited marketing message transmitted through the Services. You acknowledge and agree that if actual damages cannot be reasonably calculated, these liquidated damages represent a reasonable estimation of such damages and are not a penalty.
OFAC Restriction
You represent and warrant that you are not located in a country subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country, and that you are not listed on any U.S. Government list of prohibited or restricted parties.
Recording Conversations
Certain Phonely Services provide a function that allows you to record individual telephone conversations. The laws regarding notice, notification, and consent requirements for recording conversations vary from state to state. In some states, you are required to obtain consent from all parties involved in a conversation before recording. You are solely responsible for complying with all federal, state, and local laws in any relevant jurisdiction when using this feature. Phonely expressly disclaims all liability with respect to your recording of telephone conversations. You hereby agree to fully, finally, and forever release, discharge, hold harmless, and fully indemnify Phonely from and against any damages or liabilities of any kind related to your recording of any telephone conversations using the Services.
Transcribing Calls
Note that the laws applicable to call transcription differ by state, province, and country. In some jurisdictions, transcribing recorded calls, recording calls, or even transcribing real-time speech during a call or video is prohibited or requires informed consent from some or all parties involved in the conversation. Phonely recommends that you review the relevant laws of your locality or consult with an attorney regarding your specific circumstances. Phonely expressly disclaims all liability with respect to your transcription of telephone conversations. You hereby agree to fully, finally, and forever release, discharge, hold harmless, and fully indemnify Phonely from and against any damages or liabilities of any kind related to your transcription of any telephone conversations using the Services.
Voice-to-text and Text-to-voice Limitations
Certain Phonely Services may provide a function that transcribes voice communications into text. You understand and agree that Phonely’s transcription features may not always produce accurate or complete transcriptions. Variations in audio quality, accents, background noise, or other factors may affect transcription accuracy. You are solely responsible for reviewing and verifying the accuracy of any transcription generated using the Services. Phonely expressly disclaims all liability with respect to the accuracy or completeness of transcriptions. You hereby agree to fully, finally, and forever release, discharge, hold harmless, and fully indemnify Phonely from and against any damages or liabilities of any kind related to your use of transcription features when using the Services.
Support and Feedback
Phonely may provide customer and technical support to you via telephone, chat, forums, FAQs, and email for the Services. The types of support provided by Phonely depend on the products you have purchased and the number of seats using Phonely within your organization. The scope and type of support provided by Phonely are determined entirely at Phonely’s sole discretion and may change from time to time. Phonely does not make any representations or guarantees that it will be able to fully resolve any issues reported by you. Except as provided in this section, Phonely has no obligation to provide additional customer support, technical support, or to deliver solutions (e.g., bug fixes or software updates) to issues that may arise in your specific use of the Services.
From time to time, Phonely may send you surveys, comment cards, customer satisfaction forms, or other requests for feedback. By providing feedback, you hereby grant Phonely, its licensors, and suppliers a perpetual, unlimited, worldwide, fully paid-up, royalty-free license to use any feedback, answers, ideas, comments, or other information you provide to Phonely.
Number Porting and Availability
Phonely will use reasonable efforts to facilitate number transfers or port requests for you, provided that you comply with the necessary and specific procedures for porting between service providers. You acknowledge and understand that number porting depends on the cooperation of third parties outside of Phonely’s control. Accordingly, you agree that Phonely will not be liable for the failure or delay of any third party to cooperate in the porting of any telephone number, or for the allegedly unauthorized porting of any telephone number by a third party.
Phonely works with third-party carrier(s) who, on Phonely’s behalf, port telephone numbers in accordance with applicable regulatory rules and industry guidelines. These third-party carriers require very specific and detailed information to complete a port request. You will be required to provide such detailed and specific information to complete a port request.
• For porting numbers into your Phonely account: Follow the procedures outlined in your account settings page for transferring a number to your Phonely account.
• For porting numbers out of your Phonely account: Follow the procedures of your new service provider.
You understand that porting your number out of your Phonely account does not automatically terminate your account with Phonely.
Phonely cannot guarantee that requested telephone numbers will be available, that your existing provider will port your number, or that circumstances beyond Phonely’s control will not prevent or delay a successful port of your number for the Services. You should not order any printed materials, such as business cards or stationery, or issue press releases or otherwise publicize any telephone number until that number becomes active on your account. Phonely shall not be liable for reimbursement for press releases, business cards, and/or stationery under any conditions.
You understand and agree that Phonely may, from time to time, need to change the telephone number assigned to you (due to an area code split or for other reasons). Phonely shall not be liable for any damages, including consequential or special damages, in the event that it needs to assign you a new telephone number.
Phonely 911 Service
Phonely does not provide access to emergency services (911). By using Phonely Services, including porting your existing numbers to Phonely, you acknowledge that you must make alternative arrangements to reach 911. It is your responsibility to inform all business colleagues, household residents, guests, and other persons who may be present at your physical location that 911 is unavailable through Phonely.
Phonely recommends that you make arrangements to place 911 calls using a traditional wireline or cellular telephone. You should not rely on Phonely for emergency calls or access to 911.
Number Portability and Registered Locations
When using services that allow flexible numbering (e.g., using a phone number that is not geographically tied to your location), 911 calls may be routed based on the registered address associated with the phone number. It is critical that you provide accurate and up-to-date information about your physical location when using any such services. Failure to update this information may result in emergency calls being routed to the wrong Public Safety Answering Point (PSAP), potentially delaying emergency response.
If your number or service is ported from another provider, there may be delays or interruptions in the ability to contact 911.
Loss of Electrical Power
During power outages, unless you have backup power systems in place, you will not have access to Internet-based calling services and, therefore, no access to 911 services through those systems.
Notify All Users of 911 Limitations
You are responsible for notifying anyone who may use your telephone services (including business colleagues, household residents, and guests) of these 911 limitations. Do not assume users are aware of the unavailability of 911 through Phonely.
Disclaimer of Liability for Emergency Services
Phonely disclaims all responsibility for any inability to contact emergency services or delays in reaching emergency responders. Phonely relies on third-party telecommunications services, which may introduce additional limitations or delays in emergency service availability. Phonely does not guarantee the accuracy or reliability of any emergency-related routing, connection, or response.
You agree to fully release, discharge, hold harmless, and indemnify Phonely from any and all damages or liabilities arising from your inability to access emergency services (911) or delays in emergency response due to limitations in your use of Phonely Services.
Operator Assisted Calling, 311, 511, and Other X11 Calling
The Service does not support 0+ or operator assisted calling (including, without limitation, collect calls, third party billing calls, 900, or calling card calls). The Service may not support 311, 411, 511, and/or other X11 calling (other than 911 and 711 as specified in this Agreement) in one or more service areas.
Fraudulent Activity or Erroneous Changes
In the event of suspected fraudulent activity or erroneous charges on your account, you agree to contact Phonely as soon as possible. In many cases, Phonely can mitigate or correct fraudulent activity or erroneous charges without requiring intervention from your bank or credit card company. If you suspect fraudulent activity or erroneous charges on your Phonely account, please contact Phonely customer support at support@phonely.ai.
When you contact customer support, please have the following information available:
(a) your name, contact information, the Phonely account telephone number in question, and security verification information;
(b) the credit card account number associated with the account; and
(c) the total amount in question charged to the account.
If you do not contact Phonely within thirty (30) days after the suspected fraudulent activity or erroneous charges appear on your account, you waive your rights to object to or challenge such activity or charges.
Furthermore, if you request your bank or credit card company perform a chargeback without first contacting Phonely, and Phonely subsequently determines that the charges at issue are not erroneous, Phonely reserves the right to terminate your account immediately and take any available legal action.
Notwithstanding the above, you are solely liable for any transactions or activities conducted by you or anyone else on your account, and in no event shall Phonely be liable for any unauthorized use of your account.
AUP Breach
In the event that you breach any of the terms of this Acceptable Use Policy (AUP), Phonely retains the right to suspend or terminate your use of the Phonely Services upon written notice to you. No credits or refunds will be provided for terminations or suspensions resulting from your breach of the AUP.
