Legal

Wholesale Terms and Conditions

Effective Date: 07/01/2026
Voxutel is a trade name and DBA of Junction Cloud Connections, Inc., a Delaware corporation. Voxutel is marketed as "Voxutel by Junction Connections."
Junction Cloud Connections, Inc. d/b/a Voxutel — 8 The Green STE 8115, Dover, DE 19901 — support_at_voxutel_dot_com — 800-749-7080

These Wholesale Terms and Conditions ("Terms") govern all telecommunications, Voice over Internet Protocol ("VoIP"), telephone number, messaging, emergency calling, carrier, and related services made available by Junction Cloud Connections, Inc. under the Voxutel brand ("Voxutel," "Company," "we," "us," or "our").

"Customer," "you," or "your" means any person or entity that establishes an account, orders, accesses, purchases, resells, or uses any Voxutel Service.

1. Acceptance of Terms

By creating or maintaining a Voxutel account, submitting an order, depositing funds, activating Services, accessing the Voxutel portal or application programming interface ("API"), transmitting or receiving traffic through Voxutel, or otherwise using any Service, Customer acknowledges that Customer has read, understands, and agrees to these Terms.

If Customer uses the Services on behalf of a corporation, partnership, organization, governmental entity, or other person, Customer represents that it has authority to bind that entity to these Terms.

If Customer does not agree to these Terms, Customer must not activate or use the Services.

These Terms constitute a binding agreement between Customer and Junction Cloud Connections, Inc. d/b/a Voxutel.

2. Services

Voxutel may provide Services including, without limitation:

• SIP origination;
• SIP termination;
• domestic and international voice termination;
• Direct Inward Dialing telephone numbers ("DIDs");
• toll-free services;
• CNAM and caller identification services;
• E911 services;
• SMS and MMS messaging;
• number portability and LNP services;
• fax and T.38 services;
• telecommunications routing;
• APIs;
• related wholesale telecommunications services; and
• other services that Voxutel may make available from time to time.

Availability of any Service, destination, carrier, feature, telephone number, route, country, protocol, or functionality is not guaranteed.

Voxutel may add, modify, restrict, discontinue, suspend, or replace Services, routes, carriers, destinations, or features at any time.

3. Who May Use the Services

Voxutel Services may be purchased by individuals, businesses, telecommunications providers, resellers, managed service providers, communications platforms, and other customers approved by Voxutel.

Certain Services are designed primarily for wholesale, commercial, carrier, or reseller use.

Voxutel reserves the right to require identity verification, business documentation, tax documentation, payment verification, credit information, anticipated traffic information, intended use information, regulatory registrations, or other documentation before activating or continuing Service.

Voxutel may refuse or discontinue Service to any prospective or existing Customer in its reasonable discretion, subject to applicable law.

4. Resellers and Downstream Customers

Customer may resell Voxutel Services unless Voxutel advises Customer otherwise with respect to a particular Service.

Customer is fully responsible for all traffic, messages, calls, activity, usage, conduct, and charges generated by or through:

• Customer;
• Customer's employees;
• Customer's systems;
• Customer's networks;
• Customer's credentials;
• Customer's customers;
• Customer's subscribers;
• Customer's end users;
• Customer's resellers;
• Customer's agents; and
• any other person or system obtaining access to Services through Customer.

For purposes of these Terms, traffic submitted to Voxutel through Customer's account, IP addresses, SIP trunks, API credentials, authentication credentials, telephone numbers, or network shall be considered Customer's traffic.

Customer may not avoid responsibility under these Terms by claiming that prohibited, fraudulent, unauthorized, or unlawful traffic originated from a downstream customer, subscriber, reseller, employee, compromised system, or third party.

Customer shall ensure that its downstream customers and users comply with all obligations applicable to their use of the Services.

5. Compliance with Law

Customer is solely responsible for determining the legality of its use of the Services.

Customer shall comply with all applicable:

• federal laws;
• state laws;
• local laws;
• foreign laws;
• regulations;
• telecommunications requirements;
• privacy requirements;
• consumer protection laws;
• telemarketing laws;
• robocall and robotext laws;
• emergency services requirements;
• sanctions and export restrictions;
• carrier requirements;
• industry rules; and
• governmental orders.

Customer shall comply with the laws and regulatory requirements of:

• the country in which Customer is located;
• the country from which traffic originates;
• the country into which traffic terminates;
• the country in which the calling or called party is located; and
• every other jurisdiction applicable to Customer's traffic or use of the Services.

The availability of a destination, telephone number, route, feature, or Service through the Voxutel network does not constitute a representation by Voxutel that Customer's intended use is lawful.

Customer is solely responsible for obtaining any licenses, registrations, approvals, permissions, consents, or authorizations required for its business or traffic.

6. Taxes and Regulatory Obligations

Except to the extent Voxutel expressly agrees otherwise in writing, Customer is solely responsible for determining, reporting, collecting, withholding, remitting, and paying all taxes, assessments, regulatory charges, duties, levies, telecommunications taxes, sales taxes, use taxes, excise taxes, value-added taxes, universal service obligations, emergency-service assessments, and similar governmental charges arising from Customer's resale or use of the Services.

This responsibility includes taxes or regulatory obligations associated with Customer's own end users, customers, subscribers, or resale activities.

Customer shall maintain all exemption certificates, reseller certificates, tax identification information, regulatory registrations, and other documentation required by applicable law.

If Voxutel is required to collect or remit any tax, assessment, surcharge, regulatory charge, or similar amount relating to Services supplied to Customer, Voxutel may charge the applicable amount to Customer.

Customer shall promptly reimburse Voxutel for any taxes, assessments, liabilities, penalties, interest, or charges imposed upon Voxutel because of Customer's failure to properly collect, report, remit, or pay an amount for which Customer was responsible.

Nothing in these Terms requires Customer to pay taxes imposed upon Voxutel's net income.

7. Prepaid Accounts

Prepaid Customers must maintain sufficient available funds in their Voxutel account to use Services.

Voxutel may suspend or restrict Services when the account balance reaches zero, becomes negative, falls below a required threshold, or is otherwise insufficient to cover anticipated charges.

Customer remains responsible for all usage actually incurred, including usage that causes an account to become negative.

Account balances displayed through the Voxutel portal or API may not reflect traffic, carrier charges, adjustments, delayed records, or usage in real time.

A displayed positive account balance is therefore not a representation that Customer has no additional accrued liability.

Automatic Recharge

Customer may enable automatic account recharge through the Voxutel portal where available.

By enabling automatic recharge, Customer authorizes Voxutel and its payment processors to charge the designated payment method according to the recharge settings selected by Customer.

Customer is responsible for maintaining current and valid payment information.

Prepaid Refunds

Prepaid deposits and account balances are refundable solely at Voxutel's discretion, except where a refund is expressly required by applicable law.

Voxutel may deduct from any refund:

• outstanding Service charges;
• usage not yet posted;
• chargebacks;
• returned payments;
• regulatory charges;
• penalties;
• fraud-related charges;
• third-party carrier charges; and
• any other amount Customer owes Voxutel.

8. Postpaid Accounts

Postpaid Service is subject to Voxutel credit approval.

Unless otherwise agreed in writing, postpaid invoices are due Net 15, meaning payment must be received no later than fifteen (15) calendar days following the invoice date.

Voxutel may establish or modify:

• Customer's credit limit;
• deposit requirement;
• security requirement;
• payment method requirement;
• billing frequency; and
• permitted exposure.

Customer is responsible for all charges incurred even when usage exceeds an assigned credit limit.

A credit limit is a risk-control measure for Voxutel and is not a limitation on Customer's liability.

Voxutel may immediately suspend or restrict Services if Customer exceeds its credit limit or fails to maintain required security.

Voxutel may require a postpaid Customer to convert to prepaid Service at any time based upon credit risk, payment history, usage patterns, fraud exposure, or other reasonable business considerations.

9. Late Payments

Any undisputed amount not received when due may accrue a late charge equal to the lesser of:

• one and one-half percent (1.5%) per month; or
• the maximum amount permitted by applicable law.

Customer shall also be responsible for reasonable collection costs incurred by Voxutel in collecting valid unpaid amounts, including reasonable attorneys' fees where permitted by law.

10. Chargebacks and Returned Payments

Customer shall not initiate a payment dispute or chargeback as a substitute for Voxutel's billing dispute procedure.

A payment chargeback, reversal, return, rejection, or dishonor may result in immediate suspension or termination of Services.

In addition to the original amount owed and any amounts assessed to Voxutel by its payment processor or financial institution, Customer agrees to pay:

• $40.00 for each credit card chargeback or reversed credit card transaction; and
• $20.00 for each returned, rejected, reversed, disputed, or dishonored ACH transaction.

These charges are intended to recover administrative and processing costs and do not limit Voxutel's right to recover additional amounts actually incurred where permitted by law.

A successful chargeback does not extinguish the underlying debt where the charge represented valid Services or usage.

11. Billing Records, Call Detail Records, and Billing Increments

Voxutel's network records, switch records, carrier records, messaging records, Call Detail Records ("CDRs"), API records, and billing system records shall constitute the primary records used to calculate Service usage.

Minor differences may occur between Customer's equipment records and Voxutel's records because of differences in signaling, timekeeping, call completion criteria, carrier reporting, rounding, or other technical factors.

Unless otherwise stated in an applicable rate deck, Service Order, or written agreement, voice usage shall be billed using the following increments:

• United States and Canada traffic: billed in six-second initial and six-second subsequent increments (6/6).
• International traffic: billed in one-second initial and one-second subsequent increments (1/1).
• Select international destinations: may be billed using different increments where specifically identified in the applicable rate deck, destination list, Service Order, or other pricing notice.

Any partial billing increment will be rounded up to the next full applicable billing increment.

Customer is responsible for reviewing the applicable rate deck and billing increment associated with each destination before sending traffic.

Customer is responsible for reviewing invoices, CDRs, usage, and account activity.

12. Billing Disputes

Customer must notify Voxutel in writing of any disputed invoice, CDR, rate, usage charge, or other billing item within thirty (30) calendar days after the applicable invoice date or charge.

The dispute must reasonably identify:

• the disputed charge;
• affected telephone numbers or destination;
• relevant CDRs;
• dates and times;
• the amount disputed; and
• the reason for the dispute.

Charges not disputed within thirty (30) days shall be deemed accepted and final to the fullest extent permitted by law.

Customer must timely pay all undisputed portions of an invoice.

Initiating a credit-card chargeback or ACH reversal does not constitute a valid billing dispute.

13. Rates and Rate Changes

Telecommunications rates are dynamic and may change frequently.

Voxutel may change usage rates, termination rates, origination rates, messaging rates, international rates, surcharges, routing rates, and other usage-based charges daily or more frequently where reasonably required by underlying carrier or market conditions.

Voxutel will use commercially reasonable efforts to provide advance notice of material usage-rate changes but does not guarantee advance notification.

Rate changes may be communicated through:

• rate deck publication;
• Customer portal;
• email;
• API;
• electronic notice;
• account notification; or
• another commercially reasonable method.

A revised rate becomes effective at the date and time stated by Voxutel, regardless of whether Customer has reviewed the notification.

Customer is responsible for retrieving and reviewing applicable rates before sending traffic.

Recurring Charges

Voxutel will use commercially reasonable efforts to provide at least seven (7) days' advance notice before increasing recurring DID, E911, or other recurring monthly Service charges, except when shorter notice is reasonably required because of taxes, government assessments, carrier changes, emergency circumstances, fraud, regulatory requirements, or matters outside Voxutel's control.

14. Traffic Quality

Voxutel Services are intended for legitimate communications traffic.

Customer shall maintain traffic patterns reasonably consistent with the Services ordered and information provided to Voxutel.

Voxutel may evaluate traffic based upon characteristics including:

• Average Call Duration ("ACD");
• Answer-Seizure Ratio ("ASR");
• short-duration calls;
• call attempts;
• unanswered calls;
• simultaneous calls;
• repetitive destination patterns;
• origination patterns;
• caller-ID patterns;
• complaints;
• carrier blocking;
• traceback activity;
• fraud reports; and
• other network or industry indicators.

Voxutel may restrict, surcharge, reroute, block, suspend, or terminate traffic that Voxutel reasonably determines is abnormal, abusive, fraudulent, unlawful, harmful to the network, or inconsistent with these Terms.

15. Least-Cost Routing and Selective Traffic Routing

Customer shall not place Voxutel termination Services into a least-cost-routing ("LCR") platform, rate-based routing engine, carrier-selection algorithm, or similar system that dynamically selects Voxutel only when Voxutel is the lowest-cost or preferred-rate termination provider for a particular destination.

Customer shall not selectively route, cherry-pick, or otherwise send traffic to Voxutel based primarily upon destination-specific pricing while directing other traffic to alternative carriers for the purpose of exploiting rate differences.

Voxutel termination Services are intended to receive the Customer's legitimate and reasonably balanced traffic consistent with the traffic profile represented to Voxutel.

Customer may use normal routing policies for redundancy, failover, quality management, geographic routing, capacity management, disaster recovery, or other legitimate operational purposes, provided such routing is not designed primarily to use Voxutel as an opportunistic least-cost termination route.

Voxutel may review Customer traffic patterns and may modify rates, impose surcharges, restrict destinations, suspend termination Services, or terminate Service if Voxutel reasonably determines that Customer is using Voxutel as part of an unauthorized LCR or selective-routing arrangement.

Customer shall not divide traffic among multiple accounts, trunks, entities, resellers, or routing platforms for the purpose of circumventing this restriction.

16. Short-Duration Traffic

For purposes of these Terms, "Short-Duration Traffic" means voice traffic where twenty percent (20%) or more of Customer's completed calls have a duration of six (6) seconds or less during a billing period or other reasonable traffic-measurement period selected by Voxutel.

Where Customer's traffic meets or exceeds this threshold, Voxutel may assess an additional $0.03 surcharge for each completed call having a duration of six (6) seconds or less during the applicable measurement period.

The Short-Duration Traffic surcharge is in addition to all ordinary usage, termination, regulatory, international, carrier, or other applicable charges.

Voxutel may also assess a $0.03 per-call compliance surcharge for any call Voxutel reasonably determines to be:

• fraudulent;
• abusive;
• artificially generated;
• prohibited under these Terms;
• inconsistent with Customer's represented traffic type; or
• otherwise transmitted in violation of these Terms.

Assessment of any surcharge does not make prohibited traffic permissible and does not prevent Voxutel from blocking, restricting, suspending, or terminating Customer's traffic or account.

The twenty percent (20%) threshold is an objective traffic-quality threshold and does not limit Voxutel's right to identify prohibited dialer, automated, fraudulent, or abusive traffic based on other traffic characteristics, including Average Call Duration (ACD), Answer-Seizure Ratio (ASR), unanswered call attempts, repetitive calling patterns, call volume, concurrency, complaints, carrier reports, traceback activity, or other reasonable network indicators.

Customer may not structure, manipulate, extend, or otherwise alter call duration or traffic patterns for the purpose of avoiding the Short-Duration Traffic threshold or any other provision of these Terms.

17. Prohibited Dialer and Automated Voice Traffic

Predictive dialers, power dialers, automated dialing systems used to generate outbound calling campaigns, prerecorded calling campaigns, artificial voice campaigns, and other dialer-generated traffic are prohibited on the Voxutel network.

This prohibition applies regardless of whether Customer believes the underlying campaign is lawful.

Customer may use Services for legitimate manually initiated call-center or customer-service communications provided that the communications are genuine conversational communications and otherwise comply with these Terms and applicable law.

Customer may not structure, alter, rotate, or manipulate traffic for the purpose of disguising prohibited dialer traffic as ordinary conversational traffic.

18. Prohibited Telemarketing and High-Risk Traffic

Voxutel does not permit the Services to be used for:

• outbound telemarketing;
• lead generation calling;
• political calling campaigns;
• debt collection calling campaigns;
• survey calling campaigns;
• robocalling;
• prerecorded solicitation;
• artificial voice solicitation;
• unsolicited commercial calling;
• traffic pumping;
• one-ring or Wangiri schemes;
• artificially generated calls;
• revenue-share fraud;
• number harvesting;
• caller-ID spoofing intended to deceive;
• phishing or impersonation;
• fraud;
• harassment;
• threats;
• unlawful content;
• attempts to defeat carrier analytics;
• attempts to circumvent call blocking;
• attempts to manipulate STIR/SHAKEN; or
• any activity prohibited by applicable law.

This list is illustrative and not exhaustive.

19. Fraud and Unauthorized Usage

Customer is responsible for all usage originating through Customer's account, including fraudulent or unauthorized usage.

Customer is responsible for securing:

• SIP credentials;
• passwords;
• API credentials;
• IP addresses;
• PBXs;
• gateways;
• SBCs;
• servers;
• customer portals;
• endpoints; and
• downstream customer systems.

Customer remains responsible for charges resulting from:

• compromised SIP credentials;
• compromised PBXs;
• hacked equipment;
• compromised API keys;
• compromised administrator credentials;
• malicious employees;
• downstream customers;
• unauthorized users;
• toll fraud; or
• other unauthorized access.

Voxutel may provide fraud-detection or account-security tools as a convenience, but such tools do not transfer responsibility for fraud to Voxutel and are not guaranteed to detect or prevent fraudulent activity.

Voxutel is not obligated to issue credits for fraudulent or unauthorized usage.

Any credit provided for fraud shall be solely at Voxutel's discretion.

20. High-Cost and Restricted Destinations

Voxutel may restrict or block countries, area codes, number ranges, premium destinations, high-cost destinations, satellite destinations, special-service numbers, international destinations, or other destinations at any time.

Certain destinations may be blocked by default.

Customer acknowledges that Voxutel is not obligated to enable any blocked destination.

Voxutel may require additional verification, deposits, written authorization, spending limits, or other safeguards before enabling high-risk destinations.

Customer shall not attempt to evade destination restrictions through:

• alternate routing;
• number manipulation;
• prefix manipulation;
• least-cost routing;
• another Voxutel account;
• a downstream customer; or
• another technical means.

21. Caller ID

Customer represents and warrants that it has lawful authority to use every calling number, telephone number, caller-ID value, or identity presented through the Services.

Customer shall not knowingly transmit misleading, false, manipulated, or unauthorized caller identification.

Customer shall not impersonate another person or entity.

Voxutel may block or modify caller-ID information when reasonably necessary to comply with law, carrier requirements, fraud-prevention requirements, or network requirements.

22. STIR/SHAKEN and Robocall Mitigation

Customer shall comply with all applicable STIR/SHAKEN, robocall mitigation, traceback, caller authentication, caller identification, and related regulatory requirements.

Unless otherwise expressly agreed, Voxutel expects wholesale Customers and resellers to originate traffic with appropriate STIR/SHAKEN Identity information where applicable.

Customer represents that:

• it has authority to use the calling number presented;
• information contained in any Identity header provided by Customer is accurate;
• Customer will not falsify, alter, forge, manipulate, or improperly reuse an Identity header;
• Customer will not intentionally seek an attestation level to which its traffic is not entitled;
• Customer will maintain all registrations or certifications legally required for its operations;
• Customer will maintain an appropriate robocall mitigation program where required;
• Customer will promptly cooperate with traceback and regulatory investigations; and
• Customer will identify the originating customer, end user, reseller, or source of traffic when legally or reasonably required.

Customer shall promptly respond to Voxutel inquiries concerning suspicious or illegal traffic.

Voxutel may:

• refuse traffic;
• block traffic;
• remove or modify Identity information;
• decline to sign traffic;
• assign a different attestation level;
• suspend Service;
• terminate Service; or
• take other protective measures

when Voxutel reasonably believes such action is necessary to comply with law, carrier requirements, industry requirements, regulator requests, traceback requests, network-security requirements, or Voxutel's anti-fraud and robocall policies.

Where Voxutel expressly agrees to perform STIR/SHAKEN signing for a Customer, Customer remains responsible for the accuracy and legitimacy of the information supplied to Voxutel.

23. Traceback Cooperation

Customer shall cooperate promptly and fully with legitimate traceback requests, regulatory inquiries, subpoenas, law-enforcement requests, carrier investigations, and Voxutel fraud investigations.

When permitted by law, Customer must provide requested traceback or traffic-source information within the timeframe specified by Voxutel.

Failure to cooperate with a traceback request may result in immediate traffic blocking, suspension, or termination.

Voxutel may provide information concerning Customer's traffic to governmental agencies, industry traceback organizations, carriers, upstream providers, or other authorized parties when required or permitted by law.

24. SMS and MMS Services

Customer may utilize messaging for lawful Application-to-Person ("A2P") messaging when properly registered and otherwise compliant.

Customer is solely responsible for compliance with all applicable messaging laws, regulations, carrier rules, industry requirements, and registration requirements.

25. A2P 10DLC and the Campaign Registry

Where applicable, Customer shall comply with all requirements of:

• The Campaign Registry ("TCR");
• A2P 10DLC programs;
• mobile network operators;
• messaging aggregators;
• underlying carriers;
• applicable industry requirements; and
• applicable law.

Customer shall properly register all required:

• Brands;
• Campaigns;
• use cases;
• telephone numbers; and
• messaging programs.

Customer represents that all information submitted to Voxutel, TCR, carriers, or other registration entities is complete and accurate.

Customer shall not:

• use an unregistered campaign where registration is required;
• misrepresent its messaging use case;
• place telephone numbers on an unrelated campaign;
• use another entity's Brand without authority;
• engage in snowshoeing;
• rotate numbers to evade filtering;
• divide traffic to evade throughput restrictions;
• misrepresent sample messages;
• circumvent carrier filtering; or
• otherwise attempt to avoid registration or compliance requirements.

25A. A2P 10DLC Campaign Non-Use and Inactivity Fees

Customer is responsible for maintaining all registered A2P 10DLC campaigns in accordance with the requirements of The Campaign Registry ("TCR"), mobile network operators, underlying carriers, messaging aggregators, and other applicable messaging providers.

Customer shall promptly deactivate any campaign that is no longer required or otherwise take any action necessary to prevent a campaign from being classified as inactive, unused, inoperable, dormant, or a "ghost campaign" under applicable carrier or industry requirements.

If an active campaign is subject to an inactivity, non-use, inoperable-campaign, ghost-campaign, or similar assessment because the campaign has not satisfied applicable carrier requirements during a rolling sixty (60) day period, including requirements relating to campaign traffic or the association of telephone numbers with the campaign, Customer shall be assessed a $300.00 Campaign Non-Use Fee per affected campaign, per assessment.

The Campaign Non-Use Fee may be assessed each time an underlying carrier, mobile network operator, messaging aggregator, The Campaign Registry, or other upstream provider determines that a campaign is subject to such an assessment.

Customer remains responsible for this fee regardless of whether Voxutel receives advance notice of the impending assessment and regardless of whether the campaign was created, maintained, or used by Customer, Customer's downstream customer, reseller, subscriber, end user, employee, agent, or other person using Customer's Services.

Voxutel may deactivate, suspend, or otherwise modify an inactive or unused campaign where reasonably necessary to prevent additional carrier or upstream charges, but Voxutel has no obligation to monitor Customer's campaigns for inactivity or to provide advance notice before a Campaign Non-Use Fee is incurred.

Customer is solely responsible for monitoring campaign status and promptly requesting deactivation of campaigns that are no longer in use.

26. Messaging Consent and Opt-Out

Customer is solely responsible for obtaining all legally required consent before sending SMS or MMS messages.

Customer must retain sufficient records demonstrating consent when required.

Customer shall provide legally and commercially required opt-out mechanisms and shall honor opt-out requests promptly.

Customer shall comply with applicable requirements concerning keywords such as STOP, HELP, START, or other required messaging commands.

Registration of a Brand or Campaign does not relieve Customer from compliance with consent, privacy, consumer-protection, telemarketing, or other applicable laws.

27. Prohibited Messaging

Customer shall not use Voxutel messaging Services for:

• spam;
• unsolicited messages;
• phishing;
• smishing;
• malware distribution;
• fraud;
• impersonation;
• deceptive content;
• unlawful marketing;
• prohibited content;
• traffic intended to evade carrier filtering;
• falsified registration;
• unlawful data collection; or
• any activity prohibited by applicable law or carrier policy.

Voxutel may immediately block messaging traffic or suspend messaging Services based upon carrier complaints, filtering activity, regulatory concerns, fraud indicators, or other reasonable evidence of noncompliance.

28. Telephone Numbers

Telephone numbers assigned through Voxutel are provided for Customer's use while the applicable Service remains active.

Except for rights provided by applicable law, including lawful number portability rights, Customer acquires no ownership or property interest in any telephone number assigned through Voxutel.

Telephone numbers may be administered by Voxutel, underlying carriers, numbering administrators, or other third parties.

Voxutel cannot guarantee permanent availability of any telephone number.

Numbers may be changed, reclaimed, or replaced when required by:

• law;
• numbering authorities;
• underlying carriers;
• technical requirements;
• fraud prevention;
• nonpayment;
• suspension;
• termination; or
• circumstances outside Voxutel's reasonable control.

29. Number Portability

Voxutel will use commercially reasonable efforts to process valid number-portability requests but does not guarantee any requested completion date.

Porting timelines may depend on third-party carriers and losing providers.

Customer is responsible for submitting accurate information and required authorization.

Customer shall not submit unauthorized or fraudulent port requests.

30. Number Reclamation After Termination

Unless prohibited by law or a valid port request is pending, Voxutel may reclaim and reassign telephone numbers fourteen (14) days after cancellation, termination, or disconnection of the applicable Service.

Customer is solely responsible for initiating any desired port-out before the number is reclaimed.

Voxutel does not guarantee that a number can be recovered once released.

31. E911 Service

Emergency calling requires separate and accurate provisioning.

Customer is solely responsible for ordering, provisioning, programming, maintaining, and verifying E911 Service for every telephone number, endpoint, subscriber, or location requiring emergency calling capabilities.

E911 must be selected and properly provisioned when the applicable Service or telephone number is ordered, or subsequently provisioned before emergency calling is attempted.

A DID being active for voice service does not mean that E911 has been provisioned.

Customer shall:

• provide accurate emergency-service addresses;
• provide accurate dispatchable location information where required;
• update E911 records when a user or device location changes;
• ensure endpoints are programmed to route emergency calls correctly;
• verify successful E911 provisioning;
• educate downstream customers and users regarding VoIP E911 limitations;
• comply with applicable emergency-calling laws; and
• pass all legally required disclosures to downstream customers.

Customer shall not represent to an end user that E911 is available unless Customer has confirmed that E911 has been properly provisioned.

32. Unregistered or Rogue 911 Calls

If a 911 call is placed through the Voxutel network from a telephone number, endpoint, account, or location that has not been properly registered and provisioned for E911, Customer shall be assessed a $250.00 Rogue 911 Fee per call.

The $250.00 fee applies in addition to:

• ordinary usage charges;
• carrier charges;
• PSAP charges;
• emergency-services charges;
• regulatory charges;
• penalties;
• third-party fees; and
• other amounts arising from the call.

Customer remains responsible for the Rogue 911 Fee regardless of whether the unregistered call was placed by Customer, an employee, end user, reseller, subscriber, downstream customer, compromised system, or unauthorized party using Customer's Services.

Payment of the Rogue 911 Fee does not make unregistered 911 calling permissible.

Repeated unregistered emergency calls may result in suspension or termination of Service.

33. VoIP and E911 Limitations

Customer acknowledges that VoIP and E911 Services depend upon equipment, electricity, Internet connectivity, network connectivity, third-party carriers, accurate provisioning, and functioning communications infrastructure.

Emergency calling may fail or be impaired because of:

• loss of electrical power;
• Internet failure;
• network congestion;
• equipment malfunction;
• misconfiguration;
• incorrect address information;
• incorrect routing;
• Service suspension;
• Service termination;
• upstream carrier failure;
• network outage;
• natural disaster; or
• other circumstances.

Customer assumes responsibility for maintaining alternate means of emergency communication where appropriate.

34. Service Availability; No Uptime Guarantee

Voxutel does not guarantee that any Service will be continuous, uninterrupted, error-free, delay-free, or available at all times.

Telecommunications Services inherently depend upon numerous systems and third parties outside Voxutel's control.

Service may be interrupted by:

• Voxutel network events;
• Internet outages;
• upstream carrier outages;
• underlying carrier maintenance;
• fiber cuts;
• routing failures;
• equipment failures;
• software failures;
• DDoS attacks;
• cybersecurity events;
• power failures;
• data-center events;
• numbering failures;
• SMS carrier filtering;
• mobile network operators;
• government actions;
• regulatory requirements;
• natural disasters;
• acts of third parties; or
• other causes.

Voxutel shall not be liable for downtime, service interruptions, failed calls, misrouted calls, failed messages, delayed messages, unavailable routes, carrier outages, Internet outages, loss of connectivity, or other service unavailability except to the extent expressly provided in a separate written service level agreement signed by Voxutel.

35. No Service Level Agreement Unless Expressly Agreed

Services are provided without a Service Level Agreement ("SLA") unless Voxutel and Customer execute a separate written SLA expressly applicable to the affected Service.

Statements concerning network design, redundancy, uptime, monitoring, carrier diversity, expected performance, or historical performance do not create an SLA or warranty.

36. Routing and Underlying Carriers

Voxutel may use one or more underlying carriers, vendors, networks, exchanges, data centers, messaging aggregators, or routing providers to supply Services.

Voxutel may change routing or underlying providers without notice.

Customer has no right to require use of a particular underlying carrier unless expressly agreed in writing.

Voxutel does not guarantee:

• CLI delivery;
• CNAM delivery;
• specific STIR/SHAKEN presentation;
• audio quality on every call;
• route availability;
• international completion;
• SMS delivery;
• MMS delivery;
• delivery time;
• codec availability; or
• compatibility with every network.

37. Blocking and Filtering by Third Parties

Calls or messages may be blocked, labeled, filtered, rejected, delayed, or otherwise affected by telecommunications carriers, terminating providers, analytics providers, handset providers, messaging carriers, mobile network operators, governmental agencies, or other third parties.

Voxutel does not control such third-party decisions and does not guarantee that Customer's calls or messages will avoid spam labels, fraud labels, filtering, blocking, or rejection.

Voxutel is not liable for losses resulting from such third-party actions.

38. Suspension

Voxutel may immediately suspend, restrict, block, or reroute some or all Services without prior notice when Voxutel reasonably believes that:

• fraud is occurring;
• unlawful traffic is occurring;
• robocalling is occurring;
• prohibited dialer traffic is occurring;
• Customer has violated these Terms;
• Customer's account presents a security risk;
• Customer has failed to pay amounts due;
• Customer has exceeded its credit limit;
• a chargeback or returned payment occurs;
• a carrier requires suspension;
• a regulator requires suspension;
• Customer fails to cooperate with a traceback request;
• Customer's traffic threatens the Voxutel network;
• Customer's traffic threatens an underlying carrier relationship;
• Customer's activity creates financial exposure;
• Customer is attempting to evade restrictions; or
• suspension is otherwise reasonably necessary to protect Voxutel, its customers, carriers, networks, or the public.

Voxutel shall not be liable for losses resulting from a suspension made in good faith under this Section.

39. Termination by Customer

Unless a separate agreement or Service Order provides otherwise, Customer may terminate recurring Services upon thirty (30) days' notice to Voxutel.

Customer remains responsible for charges incurred through the effective termination date.

Usage-based Services may continue to accrue charges until Customer ceases sending traffic and Voxutel completes any requested disconnection.

Customer is responsible for porting telephone numbers before termination where Customer wishes to retain them.

40. Termination by Voxutel

Voxutel may terminate Services immediately for:

• fraud;
• unlawful activity;
• prohibited dialer traffic;
• robocalls;
• repeated messaging violations;
• failure to pay;
• chargebacks;
• security threats;
• abuse;
• failure to cooperate with regulatory or traceback inquiries;
• violation of these Terms; or
• conduct that threatens Voxutel's network, carriers, reputation, regulatory standing, or other customers.

Voxutel may otherwise discontinue Service upon reasonable notice where practicable.

41. Account Inactivity

Voxutel may consider an account inactive if the account has had no billable Service usage for ninety (90) consecutive days.

The inactivity standard applies to the Customer account as a whole and not individually to each telephone number.

After ninety (90) days of account-wide inactivity, Voxutel may:

• contact Customer;
• suspend the account;
• close the account;
• discontinue Services;
• reclaim telephone numbers, subject to applicable notice requirements; or
• require Customer to re-establish the account before further use.

Any prepaid balance remaining upon closure shall be treated according to the prepaid refund provisions of these Terms.

42. Customer Equipment and Network

Customer is responsible for supplying, configuring, securing, maintaining, and supporting all Customer-owned equipment and networks required to use the Services.

Voxutel is not responsible for:

• Customer PBXs;
• firewalls;
• routers;
• SBCs;
• Internet access;
• codecs;
• NAT configuration;
• SIP configuration;
• endpoint configuration;
• customer software;
• downstream systems; or
• third-party equipment.

Customer is responsible for determining compatibility before placing Services into production.

43. No Warranty

To the maximum extent permitted by law, the Services are provided "as is" and "as available."

Voxutel disclaims all express or implied warranties, including warranties of:

• merchantability;
• fitness for a particular purpose;
• non-infringement;
• continuous availability;
• error-free operation;
• network performance;
• call completion;
• message delivery;
• audio quality; and
• suitability for Customer's particular application.

44. Limitation of Liability

To the maximum extent permitted by law, Voxutel and Junction Cloud Connections, Inc. shall not be liable for any:

• indirect damages;
• incidental damages;
• consequential damages;
• special damages;
• exemplary damages;
• punitive damages;
• lost profits;
• lost revenue;
• lost business;
• loss of goodwill;
• loss of data;
• loss of customers;
• customer claims;
• third-party charges; or
• business interruption,

arising from or relating to the Services, even if advised that such damages are possible.

Without limiting the foregoing, Voxutel shall not be liable for damages arising from:

• service outages;
• network downtime;
• carrier failures;
• failed or misrouted calls;
• failed or delayed messages;
• emergency call failures;
• Internet outages;
• fraud;
• unauthorized usage;
• caller-ID labeling;
• spam labeling;
• call blocking;
• message filtering;
• number porting delays;
• number loss;
• route changes;
• rate changes;
• security events; or
• acts or omissions of third parties.

To the maximum extent permitted by law, Voxutel's aggregate liability arising from the Services shall not exceed the amount paid by Customer to Voxutel for the specific affected Service during the one (1) month immediately preceding the event giving rise to the claim.

Any limitation that cannot lawfully be enforced shall be applied to the maximum extent permitted by applicable law.

45. Service Credits

Unless a separate written SLA expressly provides otherwise, Customer is not entitled to credits for Service interruptions, downtime, degraded quality, failed calls, failed messages, or carrier outages.

Voxutel may issue a courtesy credit in its discretion.

Issuance of a discretionary credit on one occasion does not create an obligation to issue credits in the future.

46. Indemnification

Customer shall defend, indemnify, and hold harmless Junction Cloud Connections, Inc., Voxutel, their affiliates, officers, directors, employees, agents, vendors, underlying carriers, and service providers from and against claims, demands, actions, investigations, fines, penalties, damages, settlements, losses, liabilities, costs, and reasonable attorneys' fees arising from or relating to:

• Customer's use of the Services;
• Customer's traffic;
• Customer's downstream customers;
• Customer's subscribers or users;
• fraudulent activity;
• robocalls;
• telemarketing;
• dialer traffic;
• messaging;
• TCPA claims;
• consent violations;
• privacy violations;
• caller-ID misuse;
• STIR/SHAKEN violations;
• traceback failures;
• E911 failures caused by Customer provisioning;
• unregistered E911 calls;
• taxes for which Customer is responsible;
• Customer's violation of law;
• Customer's violation of these Terms; or
• infringement or violation of a third party's rights.

47. Confidentiality

Nonpublic pricing, rate decks identified as confidential, account credentials, network information, technical information, APIs, security information, and other confidential business information supplied by Voxutel shall not be disclosed except as reasonably necessary for Customer's use of the Services or as required by law.

Customer shall maintain reasonable security controls to protect Voxutel credentials and information.

48. Privacy and Customer Information

Customer is responsible for complying with all privacy, data-protection, recording, interception, consent, call-recording, messaging, and communications laws applicable to Customer's use of the Services.

Customer shall not use Voxutel Services to unlawfully intercept, record, monitor, store, disclose, or transmit communications.

Voxutel may process traffic and account information as reasonably necessary to provide Services, detect fraud, secure networks, bill Customer, comply with legal obligations, and cooperate with authorized governmental or industry requests.

49. Force Majeure

Voxutel shall not be liable for delay, interruption, failure, or inability to perform caused directly or indirectly by circumstances beyond its reasonable control, including:

• acts of God;
• hurricanes;
• floods;
• fires;
• earthquakes;
• severe weather;
• epidemics;
• pandemics;
• war;
• terrorism;
• civil disturbance;
• labor disputes;
• governmental actions;
• regulatory actions;
• sanctions;
• Internet failures;
• power failures;
• fiber cuts;
• carrier failures;
• data-center failures;
• cyberattacks;
• denial-of-service attacks;
• equipment shortages;
• supply-chain disruptions; or
• failures of third-party providers.

50. Changes to These Terms

Voxutel may amend these Terms from time to time.

Updated Terms may be posted on the Voxutel website or Customer portal.

Except where a different effective date is stated, updated Terms become effective upon publication.

Where reasonably practicable, Voxutel may provide advance notice of material changes.

Continued use of the Services after revised Terms become effective constitutes Customer's acceptance of the revised Terms.

51. Separate Agreements and Service Orders

Voxutel and Customer may enter into a separately executed:

• Master Service Agreement;
• Carrier Agreement;
• Service Order;
• Service Attachment;
• Rate Agreement;
• SLA;
• pricing agreement; or
• other written agreement.

If an expressly executed written agreement conflicts with these website Terms, the expressly executed written agreement shall control solely to the extent of the conflict.

Unless expressly stated otherwise, these Terms continue to apply to matters not addressed by the separate agreement.

52. Assignment

Customer may not assign, transfer, delegate, or otherwise convey its rights or obligations under these Terms without Voxutel's prior written consent.

Voxutel may assign or transfer its rights or obligations in connection with a merger, acquisition, corporate reorganization, financing, sale of assets, transfer of Services, or similar transaction.

53. Governing Law

These Terms and all disputes arising from or relating to them shall be governed by the laws of the State of Delaware, without regard to conflict-of-law principles.

54. Binding Arbitration

Except for claims that may not lawfully be subject to arbitration, any dispute, claim, or controversy arising from or relating to these Terms, Customer's account, billing, or the Services shall be resolved by binding arbitration before one arbitrator administered under the applicable rules of the American Arbitration Association ("AAA").

The arbitration shall take place in Kent County, Delaware, unless the parties agree otherwise.

The arbitrator's award shall be final and binding and may be entered as a judgment in any court having jurisdiction.

Each party shall initially bear its own attorneys' fees and costs except where applicable law, these Terms, or the arbitrator permits recovery.

Where Voxutel brings an action to collect a valid unpaid account balance, Customer shall be responsible for Voxutel's reasonable collection costs and attorneys' fees to the extent permitted by law.

Nothing in this Section prevents Voxutel from seeking temporary, emergency, or injunctive relief where necessary to protect its network, confidential information, intellectual property, or Services.

55. Class Action Waiver

To the maximum extent permitted by applicable law, Customer and Voxutel agree that any claim shall be brought only in the party's individual capacity.

Customer waives the right to participate as a plaintiff, claimant, or class member in any purported:

• class action;
• collective action;
• consolidated action;
• representative action; or
• private attorney general action

against Voxutel or Junction Cloud Connections, Inc.

The arbitrator shall not consolidate claims of multiple persons unless both parties expressly agree.

If any portion of this Class Action Waiver is determined to be unenforceable, it shall be severed or limited to the minimum extent necessary while preserving the remaining provisions.

56. No Waiver

Failure by Voxutel to enforce any provision of these Terms on one occasion does not waive Voxutel's right to enforce that provision in the future.

A waiver is effective only if expressly made by an authorized representative of Voxutel.

57. Severability

If any provision of these Terms is found invalid or unenforceable, that provision shall be modified or severed to the minimum extent necessary, and the remaining provisions shall remain in effect.

58. Headings

Section headings are provided solely for convenience and shall not affect interpretation of these Terms.

59. Electronic Communications

Customer consents to receive account, billing, rate, Service, legal, security, and operational notices electronically, including through:

• email;
• Customer portal;
• website publication;
• API notification; or
• other electronic means.

Customer is responsible for maintaining an accurate email address and reviewing communications from Voxutel.

60. Notices

Notices to Voxutel concerning these Terms may be sent to:

Voxutel by Junction Connections — Junction Cloud Connections, Inc. — 8 The Green STE 8115, Dover, DE 19901 — support_at_voxutel_dot_com — 800-749-7080

61. Entire Agreement

These Terms, together with applicable Service Orders, rate schedules, Service Attachments, policies, and separately executed agreements, constitute the agreement governing Customer's use of the Services.

Customer acknowledges that it has not relied upon any statement, promise, representation, or warranty not expressly included in the applicable agreement.

By establishing an account, funding an account, ordering Services, or using Voxutel Services, Customer acknowledges that Customer has read, understands, and agrees to these Wholesale Terms and Conditions.