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TOS NOTICE – Feb 1, 2023

These Terms of Service are effective on Feb 1, 2023 for all customers agreeing to these Terms of Service for the first time.

If you have previously agreed to a version of our Terms of Service before Feb 1, 2023 (“June 1, 2020 TOS”), then we have sent you a notice that we have updated these Terms of Service, effective Feb 1, 2023. Now that we have notified you (and except as otherwise stated in the notice) please be aware that by continuing to use our Services after Feb 1, 2023, you are accepting these updated terms.

If you have a separate written agreement with Cloudonix, then the updates to the Terms of Service will not apply to you.

As part of these updates, we have not changed your ability to use our services. You may continue to access your customer account and use our services as you always have.


Subject to the terms of this Agreement, Company will use commercially reasonable efforts to provide Customer the Services in accordance with the “Service Level Terms”. As part of the registration process, Customer will identify an administrative user name and password for Customer’s Company account. Company reserves the right to refuse registration of, or cancel passwords it deems inappropriate. Subject to the terms hereof, Company will provide Customer with reasonable technical support services in accordance with company’s standard practice. Or, in accordance to the optional support services, as described in the SaaS Services Order Form.


Customer will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services (“Software”); modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Company in writing or authorized within the Services); use the Services or any Software for time sharing or service bureau purposes or otherwise for the benefit of a third; or remove any proprietary notices or labels. With respect to any Software that is distributed or provided to Customer for use on Customer premises or devices, Company hereby grants Customer a non-exclusive, non-transferable, non-sublicensable license to use such Software during the Term only in connection with the Services.

Further, Customer may not remove or export from the United States or allow the export or re-export of the Services, Software or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. As defined in FAR section 2.101, the Software and documentation are “commercial items” and according to DFAR section 252.227‑7014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement.

Customer represents, covenants, and warrants that Customer will use the Services only in compliance with Company’s standard published policies then in effect (the “Policy”) and all applicable laws and regulations. [Customer hereby agrees to indemnify and hold harmless Company against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from Customer’s use of Services.] Although Company has no obligation to monitor Customer’s use of the Services, Company may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing.

Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). Customer shall also be responsible for maintaining the security of the Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer account or the Equipment with or without Customer’s knowledge or consent.

Customer shall be responsible for obtaining and all associated costs for 3rd party communication services, directly or indirectly related to customer’s usage of the service. These may include, but are not limited to, Inbound DID phone numbers, Caller IDs, SIP trunks, termination services, origination services, SMS services or any other 3rd party service, required by customer.

Customer hereby grants to Cloudonix the express right to use Customer’s company name and logo in marketing, sales, financial, and public relations materials and other communications solely to identify Customer as a Cloudonix customer. Cloudonix hereby grants to Customer the express right to use Cloudonix’s name and logo solely to identify Cloudonix as a provider of services to Customer. Other than as expressly stated herein, neither party shall use the other party’s marks, codes, drawings or specifications without the prior written permission of the other party.


Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Company includes non-public information regarding features, functionality and performance of the Service. Proprietary Information of Customer includes non-public data provided by Customer to Company to enable the provision of the Services (“Customer Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law.
Customer shall own all right, title and interest in and to the Customer Data[, as well as any data that is based on or derived from the Customer Data and provided to Customer as part of the Services] Company shall own and retain all right, title and interest in and to (a) the Services and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with Implementation Services or support, and (c) all intellectual property rights related to any of the foregoing.

Notwithstanding anything to the contrary, Company shall have the right collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom), and Company will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Company offerings, and (ii) unless legally required otherwise, disclose such data solely in aggregate or other de-identified form in connection with its business. No rights or licenses are granted except as expressly set forth herein.

Customer will pay Company the then applicable fees described in the Order Form for the Services and Implementation Services in accordance with the terms therein (the “Fees”). If Customer’s use of the Services exceeds the Service Capacity set forth on the Order Form or otherwise requires the payment of additional fees (per the terms of this Agreement), Customer shall be billed for such usage and Customer agrees to pay the additional fees in the manner provided herein. Company reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the Initial Service Term or then‑current renewal term, upon thirty (30) days prior notice to Customer (which may be sent by email). If Customer believes that Company has billed Customer incorrectly, Customer must contact Company no later than 60 days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit. Inquiries should be directed to Company’s customer support department.

Company may choose to bill through an invoice, in which case, full payment for invoices issued in any given month must be received by Company thirty (30) days after the mailing date of the invoice. Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in immediate termination of Service. Customer shall be responsible for all taxes associated with Services other than U.S. taxes based on Company’s net income.

Subject to earlier termination as provided below, this Agreement is for the Initial Service Term as specified in the Order Form, and shall be automatically renewed for additional periods of the same duration as the Initial Service Term (collectively, the “Term”), unless either party requests termination at least thirty (30) days prior to the end of the then-current term.

In addition to any other remedies it may have, either party may also terminate this Agreement upon thirty (30) days’ notice (or without notice in the case of nonpayment), if the other party materially breaches any of the terms or conditions of this Agreement. Customer will pay in full for the Services up to and including the last day on which the Services are provided. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.

Company shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services and shall perform the Implementation Services in a professional and workmanlike manner. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Company or by third-party providers, or because of other causes beyond Company’s reasonable control, but Company shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. However, Company does not warrant that the Services will be uninterrupted or error free; nor does it make any warranty as to the results that may be obtained from use of the Services.



If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sublicensable by Customer except with Company’s prior written consent. Company may transfer and assign any of its rights and obligations under this Agreement without consent. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and Customer does not have any authority of any kind to bind Company in any respect whatsoever. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. This Agreement shall be governed by the laws of the State of New York without regard to its conflict of laws provisions. In the event of any dispute between the parties, the matter shall be determined by reference to an arbitration, using the LCIA Arbitration Rules ( or similar. Any arbitration proceedings shall be performed in a place agreed upon both parties, prior to any arbitration.


This Cloudonix Service Level Agreement (“SLA”) governs the use of the Cloudonix API pursuant to the terms of the “Terms and Conditions” (T&C), set above, between Cloudonix Inc. (“Cloudonix”, “us”, or “we”) and any user of the Cloudonix API (“you”, “your”, or “Customer”). To the extent you have more than one Cloudonix account, this SLA applies to each Cloudonix account individually.

Except as otherwise set forth in this SLA, this SLA is subject to the terms of the T&C and capitalized terms will have the meaning specified in the T&C. Cloudonix reserves the right to change the terms of this SLA in accordance with the T&C.

“Monthly Uptime Percentage” – means the difference between 100% and the percentage of Unavailable Time for the applicable month.
“Service Credit” – means a dollar credit, equal to 10% of your usage fees in the month in which the Unavailable Time (as defined below) occurred, that Cloudonix will credit back to an eligible Cloudonix account.
“Unavailable Time” – means the Cloudonix API for the applicable product is not available for use, as measured in continuous 5-minute increments. Unavailable Time does not include any unavailability resulting from any Exclusion (as defined below).

Support SubscriptionUptime CommitmentService Credit
Corporate 24×799.99%10%

Service Level Commitment
If Cloudonix’s Monthly Uptime Percentage is below the above mentioned ‘uptime commitment’ in a given calendar month, then you will be eligible to receive a Service Credit as described in “Credit Request Procedure” below. Availability of the Cloudonix API is measured by the third party performance and monitoring services contracted by Cloudonix (the “Monitoring Service”). Cloudonix may adjust the measure of availability by the Monitoring Service to account for any Exclusions applicable to such period.

Credit Request Procedure
To receive a Service Credit, you must submit a request to Cloudonix as described below. You must make the submission to Cloudonix Customer Support within thirty (30) days from the time you become eligible to receive the applicable Service Credit. Such submission must include: (a) “SLA Claim” as the subject of the ticket; (b) the dates and times of Unavailable Time for which a credit is being claimed; (c) any documentation of the applicable outage. Each Service Credit will be applied to future amounts payable by you in connection with the applicable Cloudonix product. No refunds or cash value will be given. Service Credits may not be transferred or applied to any other Cloudonix account.

Notwithstanding anything to the contrary, no Unavailable Time shall be deemed to have occurred with respect to any unavailability of the Cloudonix API or any other Cloudonix API performance issues, that (a) are caused by factors outside of Cloudonix’s reasonable control, including, without limitation, any force majeure event, telecommunications provider-related problems or issues, or Internet access or related problems occurring beyond the point in the network where Cloudonix maintains access and control over the Cloudonix Services; (b) result from any actions or inactions of you or any third party (other than Cloudonix’s agents and subcontractors); (c) result from any Customer Application(s), equipment, software or other technology and/or third party equipment, software or other technology (except for equipment within Cloudonix’s direct control); or (d) occurs during Cloudonix’s scheduled maintenance for which Cloudonix will provide at least twenty-four (24) hours prior notice; or (e) problems or issues related to alpha, beta or not otherwise generally available Cloudonix features or products (collectively, the “Exclusions”).

Entire SLA Liability
This SLA states Cloudonix’s sole and entire liability to you and your sole remedy with respect Cloudonix’s failure to meet the Monthly Uptime Percentage.


Cloudonix Acceptable Use Policy
This Acceptable Use Policy (“AUP”) describes actions that Cloudonix prohibits when any party uses the Cloudonix Services. This AUP is incorporated by reference into, and governed by the Terms of Service or other similar written agreement between you (Customer) and Cloudonix (the “Agreement”).  The Agreement contains definitions of capitalized terms not otherwise defined in this AUP and takes precedence over any conflicting provisions in this AUP.

You may not use the Cloudonix Services without agreeing to this AUP. Thus, you agree not to use, and not to encourage or allow any End User to use, the Cloudonix Services in the following prohibited ways:

Using the Cloudonix Services to encourage any illegal, fraudulent, abusive, or other activities that materially interfere with the business or activities of Cloudonix.

Attempting to bypass or break any security mechanism on any of the Cloudonix Services or using the Cloudonix Services in any other manner that poses a material security or service risk to Cloudonix or any of its other customers.

Reverse-engineering the Cloudonix Services in order to find limitations, vulnerabilities, or evade filtering capabilities.

Launching or facilitating, whether intentionally or unintentionally, a denial of service attack on any of the Cloudonix Services or any other conduct that materially and adversely impacts the availability, reliability, or stability of the Cloudonix Services.

Transmitting any material that contains viruses, Trojan horses, spyware, worms or any other malicious, harmful, or deleterious programs.

Using the Cloudonix Services in any manner that causes a telecommunications provider to complain about your use to Cloudonix or materially violates the following: (a) industry standards, policies and applicable guidelines published by (i) the CTIA (Cellular Telecommunications Industry Association), (ii) the Mobile Marketing Association, or (iii) any other generally recognized industry associations; (b) telecommunications provider guidelines and usage requirements as communicated in writing by Cloudonix to you.

Engaging in any unsolicited advertising, marketing or other activities prohibited by applicable law or regulation covering anti-spam, data protection, or privacy legislation in any applicable jurisdiction, including, but not limited to anti-spam laws and regulations such as the CAN SPAM Act of 2003, the Telephone Consumer Protection Act, and the Do-Not-Call Implementation Act.

Using the Cloudonix Services in connection with unsolicited, unwanted, or harassing communications (commercial or otherwise), including, but not limited to, phone calls, SMS or MMS messages, chat, voice mail, video, or faxes.

Using the Cloudonix Services to harvest or otherwise collect information about individuals, without their explicit consent or under false pretenses.

Using the Cloudonix Services to engage in, or in connection with fraudulent activity.

Using the Cloudonix Services to receive, send or otherwise process Protected Health Information as defined by the Health Insurance Portability and Accountability Act of 1996 as amended, unless you have signed a Business Associate Agreement with Cloudonix or your use of the Cloudonix Services fits within the “conduit” or some other exception for requiring a Business Associate Agreement.

Violating or facilitating the violation of any local, state, federal, or foreign law or regulation, including, but not limited to, laws and regulations regarding the transmission of data or software and recording of phone calls and communications.

Using the Cloudonix Services to record or monitor a phone call or other communication without securing consent from the participants to the phone call or other communication as required under applicable law (including, as applicable, California’s Invasion of Privacy Act and similar laws in other jurisdictions).

Using the Cloudonix Services in a manner that triggers a law enforcement, government, or regulatory agency to request the suspension of the Cloudonix Services to you and/or your customers and/or Cloudonix Business Partners.

Using the Cloudonix Services to transmit any material that infringes the intellectual property rights or other rights of third parties.

Using the Cloudonix Services to transmit any material that is, facilitates, or encourages libelous, defamatory, discriminatory, or otherwise malicious or harmful speech or acts to any person or entity, including but not limited to hate speech, and any other material that Cloudonix reasonably believes degrades, intimidates, incites violence against, or encourages prejudicial action against anyone based on age, gender, race, ethnicity, national origin, religion, sexual orientation, disability, geographic location or other protected category.

Using the Cloudonix Services to transmit any material or content that is offensive, inappropriate, pornographic, obscene, illegal, or otherwise objectionable to any person or entity.

Creating a false identity, or phone number, or otherwise attempting to mislead others as to the identity of the sender or the origin of a message or phone call.

Having a high volume of unanswered sessions or sessions that are too short in duration (i.e., sessions less than twelve (16) seconds in length).

We do try to make our AUP complete, simple, readable and understandable. If you have additional questions, feel free to contact our support team at or write to us at the addresses below:

Cloudonix Inc.
415 Madison Ave.
New York, NY 10017
Attention: Legal / Contracts Department


These Trademark Usage Guidelines are for Cloudonix Inc.’s licensees, authorized resellers, developers, customers, and other parties who wish to use Cloudonix’s trademarks, names, and logos (“Cloudonix Trademarks”) for their own purposes, including in promotional, advertising, instructional, or reference materials, or in or on web sites, products, labels, or packaging. Note that any use of Cloudonix logos and/or use of any Cloudonix Trademarks outside of these guidelines requires permission and without such permission may constitute trademark infringement under federal and state laws.

Cloudonix Trademarks
Cloudonix Trademarks are valuable assets Cloudonix needs to protect. We ask that you help us by properly using and crediting Cloudonix Trademarks in accordance with these guidelines. The Cloudonix Trademarks specifically include:

Cloudonix Logo
Cloudonix X Logo
Cloudonix Robot Mascot

Permissible Uses
You may generally use the Cloudonix, Cloudonix Logo and Cloudonix X Logo trademarks to refer to the associated Cloudonix products or services. For instance, an authorized developer may note in its advertisements and products that it utilizes the Cloudonix software. Similarly, such a developer may issue a press release stating that it has built its product on the Cloudonix platform.

Relationship of Products or Services
You may indicate the relationship of your products or services to Cloudonix products or services by using accurate, descriptive tag lines such as “Cloudonix empowered” “built with Cloudonix” “Cloudonix Liberated” in connection with your product or service name. Within text or body copy, such tag lines may appear in the same type as your product or service name. On product, packaging, advertising and other collateral where your product or service name is displayed apart from body copy, make sure that the tag line appears in significantly smaller type than your name. You MUST distinguish the tag line from your mark by using a different font or color.

Open Source Software
Most open source licenses do not grant, and many exclude, a license of trademark rights. Do not assume you can use the name of a source code base in the name of your distribution developed from that code base. Without a license or permission, you may not incorporate Cloudonix Trademarks in the name of your distribution or other products that incorporate open source elements. Truthful statements incorporating a trademark are generally allowed (for example, in the format “OurCoolCompanyProduct, derived from Trademarked ProductName”), but you should check the terms of the license for the original source code or any posted trademark guidelines for the project.

User Groups
Cloudonix generally permits use of its marks in groups name that include phrases such as “user group” etc., that clarify the relationship between Cloudonix and the group and do not create confusion about the source of products or services. This applies only to user groups that are not formally doing business as commercial entities. If you are administering a user group that includes a Cloudonix trademark in its name, do not claim any trademark rights in the name or attempt to register the name or your logo with a trademark office, and do not register the name as a trade name or business name, or conduct any business under the name.

Correct Use
Proper use of Cloudonix Trademarks reinforces their role as brands of Cloudonix products and services, and helps prevent them from becoming generic names that can be used by anyone.

Use a Generic Term
Use a generic term in association with each Cloudonix trademark the first time the mark appears in text, and as often as possible after that. You need not include generic names in headlines, package titles and documentation titles. “Cloudonix platform” is an example of generic term use.

Use as Adjectives
Cloudonix Trademarks are adjectives and should not be used as nouns, or in the possessive or plural form. For example, “Cloudonix platform’s benefits” not “Cloudonix’s benefits”

Do Not Vary the Trademarks
Do not vary Cloudonix Trademarks by changing their spelling or abbreviating them.

Do not use any name or trademark confusingly similar to the Cloudonix Trademarks or any other trademark or trade name owned by Cloudonix for which Cloudonix has not given you permission. And do not use the Cloudonix Trademarks in such proximity to any of your own trademarks or trade names or third party trademarks so as to create a combination or composite mark.

“Cloudonix” As a Trade Name
Trade names are the actual business names of companies. Trademarks and trade names are not the same, even though many companies use their trade names as trademarks. If you are using “Cloudonix” as a substitute for Cloudonix Inc., you are using it as a trade name. Thus, you should not use a ® after “Cloudonix” when it appears as part of the full corporate name or as a trade name.

Credit Line
All products, packaging, manuals, advertisements, promotional materials and web pages bearing Cloudonix Trademarks should include the following trademark credit line.

“Cloudonix is a registered trademark of Cloudonix and/or its affiliates. Other names may be trademarks of their respective owners.”

The credit line may appear anywhere on the collateral, but typically is displayed on a copyright page, the back of a package or at the end of a document or web page.

Prohibited Uses
You may not use the Cloudonix logo, Cloudonix X Logo, Cloudonix Robot Mascot or the LIMITLESS COMMUNICATIONS tagline without express written permission from Cloudonix. You may not use any of the Cloudonix Trademarks in a manner that could cause confusion as to Cloudonix sponsorship, affiliation or endorsement; or in a manner that shows Cloudonix or its products in a false or derogatory light. Take particular care not to use Cloudonix Trademarks as set out below.

Company, Product or Service Names
Do not use Cloudonix Trademarks or potentially confusing variations as all or part of your company, product or service names. If you wish to note the relationship of your products or services to Cloudonix products or services, please use an appropriate tag line as detailed above. For example, “XYZ for Cloudonix database”.

For more information regarding use of Cloudonix logos, please contact your Cloudonix account manager or sales representative.

Domain Names
Do not use Cloudonix Trademarks or potentially confusing variations in your Internet domain name. This helps prevent Internet users from being confused as to whether you or Cloudonix is the source of the web site.

Merchandise Items
You may not manufacture, sell or give-away merchandise items, such as T-shirts and mugs, bearing any of the Cloudonix Trademarks or any other Cloudonix marks or names, including symbols, logos, or icons, except pursuant to an express written trademark license from Cloudonix.

Report Usage Violations
Please report suspected misuse of logos, trademarks or copyrighted material to

Nothing in these guidelines gives you any right, title or interest in the Cloudonix Trademarks, or any other trademark or trade name of Cloudonix, except the right to use the trademarks solely to identify your actual use of Cloudonix’s software and platform. You agree that the Cloudonix Trademarks, and all intellectual property rights therein, are solely owned by Cloudonix, and that any and all uses Trademarks, and all goodwill derived therefrom, whether or not done pursuant to the written Agreement, shall inure solely to the benefit of Cloudonix.

Questions Or Requests
If you have any questions regarding Cloudonix Trademarks or to request permission for use, please contact the Cloudonix Legal Department at:

Cloudonix Inc.
415 Madison Ave
New York, NY 10017