Terms of Service

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Customer," "you," or "your") and LeanPBX ("we," "us," or "our") governing your access to and use of our cloud communications platform, including all related services, software, and documentation (collectively, the "Services"). By accessing or using the Services, you agree to be bound by these Terms.

1. Definitions

• "Acceptable Use Policy" or "AUP" means our Acceptable Use Policy available at https://www.leanpbx.com/aup, which is incorporated into these Terms by reference.
• "Account" means the account you create to access and use the Services.
• "Customer Data" means all data, content, and information submitted, uploaded, or transmitted by you or your End Users through the Services, including call recordings, messages, contact records, and configuration data.
• "End User" means any individual authorized by you to use the Services under your Account, including your employees, agents, and contractors.
• "Services" means our cloud PBX, voice, SMS messaging, CRM, support ticketing, and related communication services made available through our platform.

2. Services

2.1 Provision of Services

We will make the Services available to you in accordance with these Terms and any applicable subscription plan. We will use commercially reasonable efforts to provide the Services in a reliable and secure manner consistent with industry standards.

2.2 Service Level

We target 99.9% uptime for our core platform services, measured on a monthly basis, excluding scheduled maintenance windows communicated in advance. In the event of a service disruption exceeding this target, you may request a service credit. Credits are calculated as a pro-rata portion of your monthly subscription fee for the period of downtime and are applied to your next billing cycle. Service credits are your sole and exclusive remedy for any failure to meet our uptime target. Downtime caused by factors outside our reasonable control, including internet connectivity issues, your equipment or software, force majeure events, or scheduled maintenance, is excluded from uptime calculations.

2.3 Customer Responsibilities

You are responsible for:

• Maintaining the confidentiality of your account credentials and preventing unauthorized access to your Account.
• All activities that occur under your Account, whether authorized by you or not.
• Ensuring that your use of the Services complies with all applicable laws, regulations, and our Acceptable Use Policy.
• Providing accurate and complete account information, including a valid physical address for emergency services purposes.
• The conduct and compliance of all End Users under your Account.

2.4 Suspension of Services

We may suspend your access to the Services immediately and without prior notice if: (a) you violate the Acceptable Use Policy; (b) your use of the Services poses a security risk or may adversely affect our systems or other customers; (c) we are required to do so by law, regulation, or governmental order; (d) your account information is inaccurate or incomplete; or (e) your account is past due. You remain responsible for all fees during any suspension period.

2.5 Modifications to Services

We may modify the Services from time to time, provided that such modifications do not materially decrease the core functionality of the Services during your active subscription term. We will provide reasonable advance notice for any material changes.

3. Fees and Payment

3.1 Fees

You agree to pay all fees associated with your subscription plan and usage of the Services in accordance with the pricing published on our platform or as specified in your order. All fees are non-refundable except as expressly set forth in these Terms. Fees are exclusive of all taxes, surcharges, and regulatory recovery fees.

3.2 Taxes and Regulatory Fees

You are responsible for all applicable federal, state, provincial, and local taxes, as well as telecommunications surcharges, universal service fund contributions, E911 fees, and other regulatory recovery fees. These will be itemized separately on your invoices. If you are tax-exempt, you must provide valid exemption documentation.

3.3 Payment Terms

Fees are billed in advance on a monthly basis and are due upon invoice. If payment fails, we may suspend the Services after providing notice and a reasonable opportunity to cure. Late payments may accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law.

3.4 Billing Disputes

You must notify us of any billing dispute within sixty (60) days of the invoice date. We will work with you in good faith to resolve the dispute. No late fees or suspension will apply to amounts subject to a good-faith dispute during the resolution period.

3.5 Call Rates and Routing

Per-minute calling rates are published in your account portal and vary by destination. You acknowledge and agree that:

• Published rates are indicative of standard per-minute charges for your assigned call plan. Actual rates applied to a call may vary depending on route availability and carrier conditions at the time the call is placed.
• We utilize multiple upstream carriers and routes to ensure call completion and quality. If a primary route is unavailable, calls may be completed over an alternative route, which may carry a different per-minute rate.
• The rate applied to each call is the rate recorded in your call detail records (CDR) at the time the call is completed. Your call history in the account portal reflects the actual rate charged.
• We reserve the right to update call rates at any time. Rate changes take effect immediately upon publication in your account portal. Continued use of the Services after a rate change constitutes acceptance of the updated rates.

4. Emergency Services (E911)

IMPORTANT: PLEASE READ THIS SECTION CAREFULLY. THE EMERGENCY CALLING CAPABILITIES OF OUR SERVICES DIFFER FROM TRADITIONAL TELEPHONE SERVICES.

4.1 Limitations of VoIP Emergency Calling

Our Services utilize Voice over Internet Protocol (VoIP) technology, which differs fundamentally from traditional landline telephone service in how emergency calls (911/E911) are handled. You acknowledge and understand that:

• Emergency calling through VoIP services may not function the same as traditional 911 service and may not be available at all times.
• Emergency calls may not be completed if your internet connection, electrical power, or our network is unavailable, interrupted, or degraded for any reason.
• Your location information may not be automatically transmitted to, or may be inaccurately transmitted to, the emergency services dispatcher. You may need to verbally provide your location and callback number to the emergency operator.
• Emergency calls may be routed to a national emergency call center rather than to your local public safety answering point (PSAP).
• There may be a greater possibility of network congestion, busy signals, or delays in reaching emergency services compared to traditional telephone service.
• Emergency calling may not be available when using the Services outside of the registered service address or outside of the country in which the Services are provisioned.

4.2 Your Obligations

You are required to:

• Register and maintain an accurate physical address (not a P.O. Box) for each phone line or extension before activating the Services, as this information is used to route emergency calls.
• Update your registered address immediately whenever a phone or device is moved to a different physical location.
• Inform all End Users and persons who may use or have access to the Services of the limitations of emergency calling described in this section.
• Maintain an alternative means of accessing emergency services (such as a traditional landline or mobile phone) at all times.
• Affix any emergency calling limitation labels or stickers provided by us to devices used with the Services.

4.3 Limitation of Liability for Emergency Services

To the maximum extent permitted by applicable law, we and our affiliates, officers, employees, agents, suppliers, and licensors shall not be liable for any claim, damage, or loss arising from or relating to: (a) the inability to use the Services to contact emergency services; (b) any delay in routing or completing an emergency call; (c) the failure of emergency service personnel to receive accurate location information; or (d) the conduct of emergency service personnel or emergency call centers. You agree to defend, indemnify, and hold us harmless from any claims arising from your failure to comply with the obligations set forth in Section 4.2.

5. Voice and Call Recording

5.1 Call Recording Compliance

The Services may include call recording functionality. You acknowledge and agree that:

• You are solely responsible for complying with all applicable federal, state, provincial, and international laws regarding the recording of telephone conversations, including but not limited to consent requirements.
• Laws regarding call recording vary by jurisdiction. Some jurisdictions require the consent of all parties to a conversation before recording (known as "two-party" or "all-party" consent), while others require only one party's consent. When calls cross jurisdictional boundaries, the stricter jurisdiction's law generally applies.
• You must implement appropriate notification and consent mechanisms (such as recorded announcements or audible tones) before recording any calls.
• We provide the call recording capability as a tool. We do not provide legal advice regarding your use of this feature and make no representations regarding the legality of recording any particular call.
• You agree to defend, indemnify, and hold us harmless from any claims arising from your use of the call recording feature.

6. SMS and Messaging

6.1 Messaging Compliance

If you use our SMS or messaging features, you agree to comply with all applicable laws and regulations, including the Telephone Consumer Protection Act (TCPA), the CAN-SPAM Act, Cellular Telecommunications Industry Association (CTIA) guidelines, and all applicable carrier requirements. Specifically, you must:

• Obtain prior express written consent from recipients before sending any marketing or promotional messages.
• Provide clear opt-out instructions in every message and honor all opt-out requests promptly.
• Not send messages to numbers on the National Do Not Call Registry for telemarketing purposes without prior express written consent.
• Not use the Services for auto-dialing, robocalling, or sending bulk unsolicited messages.
• Not use purchased or third-party contact lists for messaging campaigns.
• Comply with all message content restrictions set forth in our Acceptable Use Policy.

6.2 Number Assignment

Phone numbers assigned to your Account are not owned by you and remain the property of the underlying carrier. We may reclaim or reassign numbers that show no activity for a period of thirty (30) days or more. Number portability is supported subject to carrier availability and applicable fees.

7. STIR/SHAKEN and Caller ID

We implement caller ID authentication in compliance with the STIR/SHAKEN framework as required by the Federal Communications Commission (FCC). You agree not to manipulate, falsify, or spoof caller ID information transmitted through the Services. Violations of caller ID rules may result in immediate suspension of Services and may subject you to civil and criminal penalties under applicable law.

8. Customer Proprietary Network Information (CPNI)

We collect and maintain Customer Proprietary Network Information (CPNI) as defined under federal telecommunications law (47 U.S.C. § 222). CPNI includes information about your telecommunications services, such as the type, quantity, technical configuration, destination, and amount of use of telecommunications services, as well as related billing information. We will protect and use your CPNI in accordance with applicable FCC rules and our Privacy Policy. You have the right to restrict our use of your CPNI for marketing purposes.

9. Intellectual Property

9.1 Our Intellectual Property

We retain all right, title, and interest in and to the Services, including all software, technology, documentation, trademarks, and other intellectual property. These Terms do not grant you any rights to our intellectual property except the limited right to access and use the Services during your subscription term.

9.2 Customer Data

You retain all right, title, and interest in your Customer Data. You grant us a limited license to process, store, and transmit Customer Data solely as necessary to provide the Services to you and as described in our Privacy Policy.

10. Confidentiality

Each party agrees to maintain the confidentiality of the other party's confidential information and not to disclose it to third parties except: (a) to employees, agents, or contractors who need to know it and are bound by confidentiality obligations; (b) as required by law, regulation, or court order, provided the disclosing party gives reasonable prior notice where legally permitted; or (c) with the prior written consent of the other party. Confidential information does not include information that is publicly available, independently developed, or lawfully received from a third party without restriction.

11. Warranties and Disclaimers

11.1 Limited Warranty

We warrant that the Services will perform materially in accordance with our published documentation during your subscription term. If the Services do not conform to this warranty, your sole remedy is for us to use commercially reasonable efforts to correct the non-conformity or, if we are unable to do so, to terminate the affected Services and provide a pro-rata refund of prepaid fees.

11.2 Disclaimer

Except for the limited warranty in Section 11.1, the Services are provided "as is" and "as available." We disclaim all other warranties, whether express, implied, or statutory, including without limitation any 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 completely secure. Internet and telecommunications networks are inherently insecure, and we cannot guarantee the security of data transmitted over such networks.

12. Limitation of Liability

12.1 Exclusion of Indirect Damages

To the maximum extent permitted by applicable law, neither party shall be liable to the other for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits, revenue, data, goodwill, or business opportunity, arising out of or related to these Terms or the Services, regardless of the theory of liability (contract, tort, strict liability, or otherwise) and even if the party has been advised of the possibility of such damages.

12.2 Liability Cap

To the maximum extent permitted by applicable law, our aggregate liability arising out of or related to these Terms or the Services shall not exceed the total fees paid by you to us during the twelve (12) month period immediately preceding the event giving rise to the claim.

12.3 Exceptions

The limitations in Sections 12.1 and 12.2 do not apply to: (a) your payment obligations under Section 3; (b) either party's indemnification obligations; or (c) either party's breach of confidentiality obligations.

13. Indemnification

13.1 Indemnification by Us

We will defend you against any third-party claim alleging that the Services infringe a valid intellectual property right, and we will pay any damages finally awarded or settlement amounts agreed to, provided that you: (a) promptly notify us in writing; (b) grant us sole control of the defense and settlement; and (c) provide reasonable cooperation at our expense.

13.2 Indemnification by You

You will defend, indemnify, and hold us harmless from and against any third-party claims arising from: (a) your breach of these Terms or the Acceptable Use Policy; (b) your Customer Data or the content you transmit through the Services; (c) your use of the call recording or messaging features in violation of applicable law; or (d) your violation of any applicable law or regulation.

14. Term and Termination

14.1 Term

These Terms are effective from the date you first access or use the Services and continue until terminated by either party.

14.2 Termination for Convenience

Either party may terminate these Terms with thirty (30) days' written notice to the other party. Upon termination for convenience, you remain responsible for all fees incurred through the effective date of termination.

14.3 Termination for Cause

Either party may terminate these Terms immediately upon written notice if: (a) the other party materially breaches these Terms and fails to cure such breach within fifteen (15) days after receiving written notice; or (b) the other party becomes insolvent, files for bankruptcy, or enters receivership or liquidation.

14.4 Effect of Termination

Upon termination: (a) your right to access and use the Services immediately ceases; (b) all outstanding fees become immediately due and payable; (c) we will delete your Customer Data within ninety (90) days, except as required by law or for legitimate business purposes (such as fraud prevention or dispute resolution); and (d) Sections 3, 5, 8, 9, 10, 11.2, 12, 13, 15, and 16 will survive termination.

15. Dispute Resolution

15.1 Informal Resolution

Before initiating formal proceedings, the parties agree to attempt to resolve any dispute informally by contacting our support team. We will use reasonable efforts to respond within fourteen (14) days.

15.2 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of laws provisions. Any legal action or proceeding arising under these Terms shall be brought exclusively in the federal or state courts located in the State of Delaware, and the parties hereby consent to personal jurisdiction and venue therein.

16. General Provisions

16.1 Entire Agreement

These Terms, together with the Privacy Policy, Acceptable Use Policy, and any applicable subscription plan, constitute the entire agreement between the parties and supersede all prior or contemporaneous agreements, representations, and understandings.

16.2 Amendments

We may update these Terms from time to time by posting the revised version on our website. Material changes will be communicated through the Services or via email. Your continued use of the Services after the effective date of any changes constitutes acceptance of the updated Terms.

16.3 Assignment

You may not assign or transfer these Terms without our prior written consent. We may assign these Terms to an affiliate or in connection with a merger, acquisition, or sale of substantially all of our assets.

16.4 Severability

If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect.

16.5 No Waiver

The failure of either party to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.

16.6 Independent Contractors

The parties are independent contractors. Nothing in these Terms creates any partnership, joint venture, or employer-employee relationship.

16.7 Force Majeure

Neither party shall be liable for any delay or failure in performance resulting from causes beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, government actions, internet or telecommunications failures, power outages, or pandemics.

16.8 Notices

All notices under these Terms shall be in writing and sent to the email address associated with your Account. Notices to us should be sent to support@leanpbx.com.

16.9 Contact

If you have questions about these Terms, please contact us at support@leanpbx.com.