These Terms and Conditions (the "Terms") govern your access to and use of the services and website of Nexora Communications LLC, a Texas limited liability company with its mailing address at 5900 Balcones Drive #32131, Austin, TX 78731, USA ("Nexora," "we," "us"). By ordering, activating, or using any Nexora service, you ("Customer," "you") agree to these Terms.
Important 911 notice: Nexora provides interconnected VoIP service. VoIP 911 has limitations compared with traditional wireline 911. You must read and acknowledge our E911 Disclosure, which is incorporated into these Terms by reference.
1. The Services
Nexora provides IP-enabled communications services, which may include SIP trunking, hosted PBX and cloud voice, wholesale voice termination, telephone numbers (DIDs and toll-free), number porting, E911 provisioning, and business SMS/MMS messaging (collectively, the "Services"). The specific Services, quantities, rates, and any committed term applicable to you are described in your order, quote, or service agreement (each an "Order"). If an Order conflicts with these Terms, the Order controls for that conflict.
Software development work is also governed by a written statement of work, which sets out its scope, timeline, price, and the ownership of the resulting work. If a statement of work conflicts with these Terms for that project, the statement of work controls.
2. Eligibility and Accounts
- The Services are offered to businesses and organizations. You represent that you are entering these Terms on behalf of a business and have authority to bind it.
- You must provide accurate, current contact and billing information and keep it updated, including the registered service address used for E911.
- You are responsible for all activity under your account and for safeguarding credentials, SIP registration details, and API keys. Notify us immediately of any suspected compromise.
3. Charges, Billing, and Taxes
- Rates. Usage-based Services are billed at the rates in your Order, measured in the increments stated there (per-second where offered).
- Invoices. Charges are invoiced in advance (recurring fees) and in arrears (usage), and are due by the date stated on the invoice.
- Taxes and regulatory fees. Prices exclude applicable taxes, Universal Service Fund (USF) contributions, E911 fees, and other regulatory surcharges, which will be itemized and passed through where permitted.
- Late payment. Amounts not paid when due may accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law, and Services may be suspended after notice.
- Disputes. Billing disputes must be raised in good faith within 30 days of the invoice date; undisputed amounts remain payable.
4. Acceptable Use
Your use of the Services is subject to our full Acceptable Use Policy, which is incorporated into these Terms. In summary, you agree not to use the Services, and not to permit others to use them, to:
- violate any applicable law or regulation, including the Telephone Consumer Protection Act (TCPA), the Telemarketing Sales Rule, CAN-SPAM, and FCC rules on robocalls and caller ID spoofing (Truth in Caller ID Act);
- originate unlawful robocalls, auto-dialed or prerecorded calls without required consent, or transmit misleading or inaccurate caller ID with intent to defraud, cause harm, or wrongfully obtain anything of value;
- send unsolicited bulk messages, or send SMS/MMS outside an approved 10DLC or toll-free messaging campaign where registration is required;
- engage in traffic pumping, access stimulation, call-looping, or other schemes that artificially inflate traffic or charges;
- interfere with or disrupt the network, probe or breach security controls, or use the Services to transmit malware;
- resell the Services except as expressly permitted in your Order.
We may suspend or filter traffic that we reasonably believe violates this section, including traffic flagged by industry robocall-mitigation programs, with notice where practicable.
5. Emergency Services (911)
Your use of the Services is subject to the E911 Disclosure. In summary: 911 service over VoIP may be unavailable during power, internet, or service outages; emergency calls are routed based on the address you register, so you must keep the registered location current for every number and notify your users of these limitations. You agree to affix the 911 warning labels we provide (or equivalent) to devices used with the Services where required.
6. Telephone Numbers and Porting
- Numbers assigned to you remain subject to FCC numbering rules. Upon termination of Service in good standing, you may port eligible numbers to another carrier.
- You represent that porting requests you submit are authorized by the end user of the number. We process ports within industry-standard intervals but are not responsible for delays caused by other carriers.
- Numbers with no usage and no recurring fee attached may be reclaimed after notice.
7. Service Levels and Support
We engineer the network for high availability, but the Services are provided over the public internet and interconnected carrier networks, and uninterrupted service is not guaranteed. Any specific service-level commitments and associated credits are stated in your Order. Service credits are your sole remedy for availability shortfalls.
8. Customer Data and CPNI
Our collection and use of your information is described in the Privacy Policy. Call detail records and related service data constitute Customer Proprietary Network Information ("CPNI") under federal law, and we protect and use CPNI in accordance with FCC rules.
9. Intellectual Property
Nexora and its licensors retain all rights in the Services, software, documentation, and the Nexora name and marks. You receive only the limited, non-exclusive, non-transferable right to use the Services during the service term in accordance with these Terms.
10. Term, Suspension, and Termination
- Month-to-month Services continue until either party gives notice as stated in the Order; committed-term Services continue for the stated term.
- We may suspend Services for non-payment, security risk, legal requirement, or material breach of the Acceptable Use section, with notice where practicable.
- Either party may terminate for material breach not cured within 30 days of written notice.
- Upon termination you remain responsible for charges incurred through the effective date, and for early-termination amounts stated in your Order.
11. Disclaimers
EXCEPT AS EXPRESSLY STATED IN AN ORDER, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEXORA DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, AND DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.
12. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW: (A) NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, OR DATA; AND (B) NEXORA'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE SERVICES IS LIMITED TO THE AMOUNTS YOU PAID TO NEXORA FOR THE AFFECTED SERVICES IN THE THREE (3) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM. NEXORA IS NOT LIABLE FOR THE ACTS OR OMISSIONS OF OTHER CARRIERS OR FOR FAILURES OF YOUR INTERNET ACCESS, POWER, OR EQUIPMENT. THE LIMITATIONS IN THIS SECTION APPLY TO CLAIMS RELATING TO 911 SERVICE TO THE EXTENT PERMITTED BY APPLICABLE LAW.
13. Indemnification
You will defend and indemnify Nexora against third-party claims arising from your content or traffic, your violation of the Acceptable Use section, or your violation of law — including TCPA claims arising from calls or messages you originate.
14. Governing Law and Disputes
These Terms are governed by the laws of the State of Texas, without regard to its conflict-of-laws rules, and subject to applicable federal communications law. The parties will first attempt in good faith to resolve any dispute informally. Any dispute not resolved informally will be brought exclusively in the state or federal courts located in Travis County, Texas, and each party consents to their jurisdiction. Nothing in this section prevents either party from filing a complaint with the FCC or a state commission where permitted by law.
15. Changes to These Terms
We may update these Terms from time to time. Material changes will be notified by email notice at least 30 days before they take effect. Continued use of the Services after the effective date constitutes acceptance; if you do not agree, you may terminate affected month-to-month Services without early-termination liability.
16. General
These Terms, together with your Orders, the Acceptable Use Policy, the E911 Disclosure, the Refund & Cancellation Policy, and the Privacy Policy, are the entire agreement regarding the Services. Neither party is liable for delay or failure caused by events beyond its reasonable control. You may not assign these Terms without our consent, except to a successor in a merger or sale of substantially all assets. If a provision is held unenforceable, the remainder stays in effect. Notices to Nexora must be sent to the address above or to mayamorgan@nexro.org.
17. Contact
Nexora Communications LLC
5900 Balcones Drive #32131, Austin, TX 78731, USA
Phone: (207) 855-5490 · Email: mayamorgan@nexro.org