Terms & Conditions

1) Services; Accounts

We provide MSP/IT, connectivity, hosting, VoIP, messaging, and related professional services (“Services”). You agree to provide accurate registration and billing information, maintain the confidentiality of credentials, and are responsible for actions taken under your accounts.

2) Acceptable Use

You will not: (a) violate law; (b) attack or disrupt networks; (c) send unsolicited or unlawful content; (d) infringe IP or privacy; or (e) attempt to bypass security or rate limits.

Messaging / 10DLC: You will only message contacts who have consented, include required STOP/HELP instructions, avoid SHAFT content, and comply with carrier rules. We may block traffic that risks deliverability or violates policy.

3) Emergency Services (VoIP)

Our VoIP is not a traditional telephone service and may not support 911 in all scenarios (power/Internet outages, device relocation). You must maintain an alternative method to access emergency services and keep registered address information accurate for E911.

4) Orders; Term; Termination

Each order form or SOW sets the term and fees. Either party may terminate for material breach not cured within 30 days. We may suspend for non-payment, security risk, or legal compliance. Upon termination, you will pay accrued fees, and we will make your data available for a limited period consistent with our offboarding policy.

5) Fees; Billing; Taxes

Fees are specified in your order form/SOW. Invoices are due Net X days unless otherwise stated. Late amounts may accrue interest at 1.5%/mo or max allowed. You are responsible for taxes and regulatory fees (e.g., USF, 911, carrier surcharges) except taxes on our income.

6) Service Levels & Maintenance

We provide commercially reasonable uptime and support. Planned maintenance windows may occur; emergency maintenance may be performed without notice to protect the platform.

7) Customer Responsibilities

You are responsible for lawful content and configurations, endpoint and credential security, obtaining necessary consents and notices, and maintaining accurate E911 location for VoIP endpoints.

8) Data Processing & Privacy

Our Privacy Policy forms part of these Terms. Where required, we will enter into a Data Processing Addendum (DPA) with standard contractual clauses for international transfers.

9) Intellectual Property

We (and our licensors) retain all rights in the Services. You retain rights in your content and grant us a limited license to host, route, transmit, and process it to provide the Services.

10) Feedback

If you submit feedback, you grant us a royalty-free, perpetual license to use it without obligation.

11) Warranties & Disclaimers

EXCEPT AS EXPRESSLY STATED, THE SERVICES ARE PROVIDED “AS IS.” WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. We do not guarantee error-free or uninterrupted operation.

12) Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW: (a) NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES; and (b) EACH PARTY’S TOTAL LIABILITY WILL NOT EXCEED THE AMOUNTS PAID OR PAYABLE TO BACKTRACE FOR THE SERVICES GIVING RISE TO THE CLAIM IN THE 12 MONTHS BEFORE THE EVENT.

13) Indemnification

You will indemnify and hold BackTrace harmless from third-party claims arising from your content, configurations, unlawful use, or breach of these Terms. We will indemnify you against claims that our Service, as provided, infringes another’s IP, subject to standard exclusions.

14) Suspension

We may temporarily suspend Services for security risks, legal compliance, AUP violations, or failure to pay. We will notify when practicable and work to restore service promptly.

15) Third-Party Services

Some features rely on carriers, cloud providers, or integrations. Their terms may apply. We are not responsible for third-party outages or changes.

16) Changes to Terms

We may update these Terms; we will post the Effective Date above and notify you of material changes. Continued use after changes constitutes acceptance.

17) Governing Law; Dispute Resolution

These Terms are governed by the laws of the State of Alabama, excluding conflicts of law rules. Disputes will be resolved in the state or federal courts located in Covington County, AL.

18) Force Majeure

Neither party is liable for delays or failures due to events beyond reasonable control (e.g., fiber cuts, carrier outages, acts of God).

19) Notices

Legal notices to BackTrace: sales@back-trace.com and Opp AL 36467. Notices are deemed given when received.

20) Entire Agreement & Order of Precedence

These Terms, the Privacy Policy, and applicable orders/DPAs constitute the entire agreement. If there is a conflict, the order form/MSA controls, then these Terms, then the Privacy Policy.