Terms of service

Welcome to BRCK. Please read on to learn the rules and restrictions that govern your use of our website(s), products, services and applications. If you have any questions, comments, or concerns regarding these terms or the Services, please contact us at [email protected] or write us at 9450 SW Gemini Dr Suite 52277 Beaverton, OR 97008.

These Terms of Service (the “Terms”) are a binding contract between you and BRCK, Inc. (“BRCK,” “we” and “us”). You must agree to and accept all of the Terms, or you don’t have the right to use the Services. Your use of the Services in any way means that you agree to all of these Terms, and these Terms will remain in effect while you use the Services. Your use of the Services and our website constitutes your agreement with and to be bound by all terms and conditions included in these Terms as well as the terms outlined in the Acceptable Use Policy, Privacy Policy, and Copyright Dispute Policy, all of which are incorporated herein by reference.

Modifications and updates of terms

We are constantly trying to improve our Services, so these Terms may need to change along with the Services. We reserve the right to change the Terms at any time, but if we do, we will bring it to your attention by placing a notice on the BRCK website, by sending you an email, and/or by some other means. If you don’t agree with the new Terms, you are free to reject them by discontinuing your use of the Services; unfortunately, that means you will no longer be able to use the Services. Your use of the Services in any way after a change to the Terms is effective and serves as your acceptance of and agreement with any such changes.

Service registration procedures

Upon signing up for the Services and at subsequent times as requested by BRCK, you agree to provide BRCK with your true, accurate, current, and complete personal name and/or business name, administrator name, billing address, shipping address, the addresses where the Services will primarily be used, 911 registered address for each applicable device, email address, contact phone number, credit card information, and other data which may be necessary to administer your BRCK account (“Account”) (collectively, “Registration Data”). You represent and warrant that the information you provide is accurate, current, and complete, and agree to promptly update any of the information if it changes. If you provide Registration Data that is, or that BRCK suspects to be, false, inaccurate, not current, incomplete, fraudulent, or otherwise unlawful, BRCK has the right, in its sole discretion, to suspend or terminate the Services and refuse any and all current or future use of all Services by you, your business(es), affiliates and all users of your Account. At all times, you shall maintain and promptly update Registration Data. Upon completion of all Registration Data and acceptance of this Agreement, BRCK will provide you with, as applicable, a password(s), user ID(s), telephone number(s), and other account information. You are solely liable for any transactions or activities by you or anyone else that occur on Your Account. You shall immediately notify BRCK of any unauthorized use of your Account or if any other breach of security has occurred. In no event shall BRCK be liable for any unauthorized use of your Account.

You represent and warrant that you possess the legal right, capacity, and ability to enter into this Agreement. You represent and warrant that you have made and will maintain at all times wireless or traditional wireline telephone service that will enable you to call 911 and any other applicable emergency service number. You represent and warrant that you will not use the Services in environments requiring fail-safe performance or in which the failure of the Services could lead directly to death, personal injury, or severe physical or environmental damage. You represent and warrant that the Registration Data, user name, contact information, office location (as defined in the Services), and all other information provided in connection with your Account are true and correct at all times. You represent and warrant that you will not use the Services in violation of these terms or any terms incorporated herein. You agree to be financially responsible for your use of the Services, including the authorized or unauthorized use of your Account. In order to use the Services, you must have properly configured and working Internet service and/or Public Switched Telephone Network (“PSTN”) service (i.e., mobile and/or landline phone service) and hereby agree, at your sole expense: to (1) obtain access to your own Internet and/or PSTN service with a third party provider other than BRCK; (2) be responsible for payment of Internet and/or PSTN connection or service fees and all equipment necessary to establish a connection to such Internet and/or PSTN service, as may be required to use the Services; (3) supply and pay third-party providers for all additional phone service and features required for your use of the Applications or Services; and (4) pay BRCK for the Services.

Your use of the Services is subject to the restrictions in the BRCK Acceptable Use Policy. You warrant and represent that you will at all times comply with the BRCK Acceptable Use Policy

Information, and third parties

In connection with the registration, implementation, maintenance, or servicing of the Services, you will be required to provide data, personally identifiable information, or other materials (collectively “Customer Data”). Should you use BRCK features that include collection of audio or transcript data, such information is included in the definition of Customer Data You are solely responsible for collecting, entering and updating the Customer Data. You hereby grant to BRCK a perpetual, worldwide, royalty-free, fully paid-up, non-exclusive, license to copy, store, record, transmit, display, view, print, and use Customer Data to the extent necessary to provide, develop, and improve the Services. You agree that we may authorize access to Customer Data and share how you use our Services to employees, contractors, and agents who need to know the information in order to improve, personalize and provide Services, conduct research for product development, and enhance user experience. BRCK may also share Customer Data as permitted pursuant to BRCK’s Privacy Policy, which is incorporated by reference into these Terms of Service.

Any information transmitted through the Services is the sole responsibility of the person from whom such information originated, and you access all such information at your own risk. BRCK is not liable for any errors or omissions in that information or for any damages or loss you might suffer in connection with it. We cannot control and have no duty to take any action regarding how you may interpret and use the information or what actions you may take as a result of having been exposed to the information, and you hereby release us from all liability for you having acquired or not acquired information through the Services. We do not guarantee the identity of any users with whom you interact in using the Services and are not responsible for which users gain access to the Services.

You are responsible for all your activity in connection with the Services.

The Services may contain links or connections to third-party websites or services that are not owned or controlled by BRCK. You access any such third-party websites or services at your own risk and are responsible for reading and abiding by any terms and conditions, privacy policies, or any other terms, conditions, warranties, or representations associated with such third parties or their websites or services. BRCK disclaims any liability arising from such use and by using the Services, you release and hold BRCK harmless from any and all liability arising from your interactions with any third parties or your use of any third-party website or service

Certain services made available via the Services are delivered by third-party sites and organizations. By using any product, service or functionality of the Services, you hereby acknowledge and consent that BRCK may share such information and data with any third party with whom BRCK has a contractual relationship to provide the requested product, service or functionality on behalf of BRCK’s users and customers.

If there is a dispute between participants on this site, or between users and any third party, you agree that BRCK is under no obligation to become involved. In the event that you have a dispute with one or more other users, you release BRCK, its officers, employees, agents, and successors from claims, demands, and damages of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes and/or our Services. If you are a California resident, you shall and hereby do waive California Civil Code Section 1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor.”

Changes to service

BRCK, in its sole discretion, reserves the right to add, remove, or modify features or functions, including reassignment of phone numbers when such numbers are no longer available, or to provide fixes, updates and upgrades, to the Services. You acknowledge and agree that BRCK has no obligation to make available to You any subsequent versions of the Services. In addition, you and BRCK acknowledge that no third party has any obligation whatsoever to furnish maintenance or support services with respect to the Services and that BRCK is solely responsible for the provision of maintenance and support as provided in this Agreement and to the extent such maintenance and support is required under applicable law. Your continued use of the Services following any modification of the Services constitutes your agreement with any such changes or updates.

Account termination

In the event that you wish to stop using the Services, you may do so at any time, by contacting us at [email protected]. BRCK may terminate (or suspend access to) your use of the Services or your Account, for any reason in our sole discretion, including, but not limited to, your breach of these Terms.

Upon termination of your Account, all information associated with your Account will be deleted or destroyed in accordance with the Privacy Policy. As such, you should perform regular backups in order to avoid losing information upon termination. If you have deleted your Account by mistake, contact us immediately at [email protected].; if possible, we will attempt to assist in recovering any lost information following an accidental account closure (though we make no representations that we will be able to recover or restore any information).

Bill and payment

If you choose to sign up for any Services that carry a fee will be charged the then current fees for such Services. Unless otherwise agreed, all fees paid to BRCK are non-refundable.

Unless you are paying for the service pursuant to an invoicing arrangement with BRCK or one of our authorized resellers (“Reseller”), as described in the following paragraphs, any applicable initiation charges, usage, monthly recurring charges, support charges, and other fees are billed in full in advance. Termination, international calling, and transfer charges, if any, are billed in arrears.

When you subscribe to Services, you will provide us with a valid payment method, such as a valid credit card (including proper billing information), and, if applicable, authorize us to collect from your payment method. Any authorization will remain valid until thirty (30) days after you terminate our authority to charge your payment method. Upon termination, we will charge you any fees and any other outstanding charges and disconnect your Service. You agree to advise and notify us of any changes to your payment method, such as credit card account number or expiration date changes. If the credit card or other payment method on your Account is declined or fails for any reason, BRCK will use reasonable efforts to contact you and advise you of the failed billing attempts. Notwithstanding the foregoing, BRCK reserves the right to disconnect your Service and terminate your Account if your credit card on file is declined or fails for any reason, and BRCK reserves the right to continue to attempt charging your credit card for any outstanding Service charges and additional fees and pursue any other legal remedies available to BRCK.

Time is of the essence for payment. Therefore, you agree to pay us interest at the lesser rate of (a) 18% per annum or (b) the highest rate allowed by law for any amounts unpaid as of the due date. Acceptance of late or partial payments (even if marked “Paid in Full”) shall not waive any of BRCK’s rights to collect the full amount due. We may assess an additional fee of the lesser of (a) fifty dollars ($50) or (b) the highest amount allowed by law for any credit card chargeback or check returned for nonpayment.

Billing cycle end dates may change from time to time. When a billing cycle covers less than or more than a full month, we may make reasonable adjustments and prorate the charges to your Account.

You must dispute any charges for the Services in writing to BRCK within thirty (30) days of the date of the charge by BRCK. If you fail to provide a written statement explaining in reasonable detail your reasons for disputing the charge within such time period, you hereby irrevocably waive any objection and further recourse with regard to such charges. Written statements disputing charges must be sent to [email protected].

Product pricing and availability

With respect to its advertising, offering, or sale of Services, BRCK attempts to describe its products as accurately as possible. Nevertheless, BRCK does not warrant that any descriptions, pricing, availability, or other information relating to the advertising, offering, or sale of Services (collectively, “Service Information”) from its website, marketing materials, promotional flyers, advertisements, or other printed or electronic materials (collectively, “Service Materials”) is accurate, complete, reliable, current, or error-free. Despite our efforts, it is possible that Service Information may be mispriced, described inaccurately, or that the Services may be unavailable. In the event BRCK determines that a Service is mispriced, described inaccurately, or unavailable, BRCK reserves the right to take any action it deems reasonable and necessary to rectify the error, including without limitation, canceling your Account or subscription to the Services. You agree to notify BRCK immediately if you become aware of any pricing or descriptive errors or inconsistencies with any Services you order through the Service Materials and comply with any corrective action taken by BRCK. You acknowledge and agree that the Services may not be available 100% of the time. Credit allowances for interruption of the Services may only be provided on a case-by-case basis at the sole discretion of BRCK and shall be your sole remedy for any Service interruptions or other issues with the Services.

Taxes, charges, and fees

All fees for Services advertised or otherwise listed on the website are exclusive of any federal, state, local sales, international excise, value-added, and similar taxes or fees and administrative or recovery fees or charges (collectively “Taxes and Fees”). You agree to pay all Taxes and Fees and/or similar liabilities, however denominated, that may now or hereafter be levied on the Services, which are chargeable to or recoverable from customers by any federal, state, local, or international law or regulation, as well as any administrative and recovery fees and charges levied on the Services by BRCK, whether or not mandated by law or regulation. Should BRCK pay or be required to pay such liabilities (including any Taxes and Fees that were due but not charged or previously collected), You agree that BRCK may invoice you or charge your credit card on file for such payments upon receipt of an invoice and showing of indebtedness to BRCK.

You are responsible for paying all charges for your Account, including but not limited to toll-free, local, long distance, international, additional feature charges, 411 and operator assisted charges, and directory assistance charges, and for all taxes, surcharges, and fees imposed on you or us as a result of your use of the Service.

Discounts

From time to time in its sole discretion, BRCK may offer promotions or discounts. Any promotion or discount code must be provided to BRCK upon purchase of the Services. You shall not be entitled to a subsequent credit for such promotions or discounts if you do not request such credit at the time of account creation or change of service. Promotions and/or discounts may not be used cumulatively or be used for Services retroactively. If a promotion and/or discount is offered on a confidential basis, you agree not to disclose the promotion and/or discount and to assume full responsibility for any harm, direct or indirect, caused to BRCK by the disclosure of the promotion and/or discount.

Unlimited calling

BRCK offers unlimited monthly calling for domestic calls (United States and Canada). An unlimited service is subject to the terms and restrictions of the Acceptable Use Policy along with any other restrictions described herein, as well as any reseller agreements, if applicable. If, for any reason, BRCK believes that you are using the unlimited service for a prohibited purpose and/or your call usage violates the Acceptable Use Policy, then BRCK may, in its sole discretion with or without notice, terminate your unlimited service. Unlimited monthly calling may be used only for lawful, proper and appropriate purposes and may not be used in any way that is illegal, improper or inappropriate. Inappropriate and prohibited use restrictions include, but are not limited to: resale or transfer; auto-dialing; continuous or extensive call forwarding; continuous connectivity; fax broadcast/blasting; telemarketing; predictive dialing; or any other use or activity that is inconsistent with normal small to medium sized business usage. BRCK reserves the right to measure for appropriate use and at its sole discretion may determine that the service has been subject to inappropriate use. In the event inappropriate use is determined, BRCK may request the customer change or modify the service use and/or service plan. Additionally, BRCK reserves the right to immediately terminate service and charge a minimum inappropriate use fee of $500 and/or charge $0.05 per minute for all calls made during such periods of prohibited use (plus applicable international charges), whichever is higher.

Unlimited calling includes the appropriate use of: Local Outbound Calling, Intrastate Outbound Calling, Interstate Outbound Calling, Toll Free Outbound Calling, and Inbound Calling. Outbound Calling includes the 48 contiguous United States of America and Canada. Rates for all other destinations can be found at www.brck.com/legal/rates.

Call duration thresholds

At least 95% of outbound calls will be of a call duration of no less than six (6) seconds in length. If 5% or more of Your completed calls are equal to or less than six (6) seconds in length during any billing cycle then BRCK reserves the right to charge, and You shall pay, a $0.03 charge per short duration call. This charge will be in addition to Your current rates.

Toll free calling

BRCK offers toll-free numbers, for an additional monthly fee, plus additional charges based on the minutes of use for inbound calls. If, for any reason, BRCK believes that you are using the toll-free calling for a prohibited purpose and/or your call usage violates the Acceptable Use Policy, then BRCK may, in its sole discretion with or without notice, terminate your toll-free calling service. The standard toll-free per minute rate includes the 48 contiguous United States of America. Offshore rates can be found at www.brck.com/legal/rates.

International calling

To make international calls using the Services, you must enable international calling on your account. Our international calling rates are available atwww.brck.com/legal/rates. In addition, you may be charged any applicable Taxes and Fees associated with international calls. If, for any reason, BRCK believes that You are using the Service for a prohibited purpose and/or your call usage violates the Acceptable Use Policy, then BRCK may, in its sole discretion with or without notice, terminate your service.

Account ownership

The account owner shall be the legal entity (e.g., corporation, partnership, individual) that signs up for the Services with BRCK. If no legal entity is provided upon sign-up, the account owner shall be the owner of the credit card used to open the account. Subsequent changes to ownership must be supported by appropriate legal documentation. BRCK shall not adjudicate ownership-related disputes, or any other internal business dispute. If BRCK is unable to determine the valid owner of the account, BRCK reserves the right to suspend or terminate the account and Services.

Additional terms for BRCK VOIP services

BRCK’s Services may include one or more Voice over Internet Protocol (“VoIP”) lines, including the option to add additional lines at a later date. Your license to the Services is provided for a term specified in your order (the “Term”) through BRCK or an authorized Reseller. The initial Term begins on the date that you sign up for the Services (the “Date of Purchase”). The Term for all Services will renew automatically for successive Terms of the same length without further action by or notice to you unless you notify BRCK customer service of non-renewal at least thirty (30) days before the end of the then current Term, unless otherwise provided in your Agreement.

Monthly Service. For subscribers of monthly Services, you may cancel or terminate your use of the Services with or without cause at any time by contacting BRCK customer service at [email protected]., subject to the restrictions and fees provided in these Terms, and any additional agreements governing the Services.

Storage of information

BRCK is not obligated to store your communications logs, voicemails, faxes, emails, or other messages and does so only as a convenience to you. You agree that BRCK has no responsibility or liability whatsoever for the deletion or failure to store any call log information, voicemails, faxes, emails, messages, and/or other communications maintained or transmitted by the Services. You acknowledge and agree that BRCK may establish limits as to the size of communications that BRCK transmits or stores and the duration for which BRCK stores any communications.

Confidentiality

You may use BRCK Confidential Information only in connection with your use of the Services as permitted under this Agreement. During the term of your use of the BRCK Services and for a period of five (5) years thereafter, you will not disclose BRCK Confidential Information and you will take all reasonable measures to avoid disclosure, dissemination or unauthorized use of BRCK Confidential Information, including, at a minimum, those measures you take to protect your own confidential information of a similar nature.

For purposes of this Agreement, “BRCK Confidential Information” means all nonpublic information disclosed by BRCK or its affiliates, employees, agents, contractors, partners, or suppliers, which is either designated as confidential or that, given the nature of the information or circumstances surrounding its disclosure, would reasonably be understood to be confidential in nature, including but not limited to: (a) nonpublic information relating to BRCK’s customers, business plans, product roadmaps, promotional and marketing activities, finances, or other company or business information (or that of our affiliates, partners, or suppliers); (b) any confidential and proprietary third-party information; and (c) the nature, content and existence of any discussions or negotiations (including, but not limited to the terms of this or any other Agreement and any pricing or discounts). BRCK Confidential Information does not include any information that: (i) is or becomes publicly available without breach of these Terms; (ii) can be shown by documentation to have been known to you at the time of your receipt from BRCK; (iii) is received from a third party who was not bound by an obligation of confidentiality or restriction on disclosure; or (iv) can be evidenced as independently developed by you without reliance on or reference to the BRCK Confidential Information.

Warranty, limitation of liability and indemnification

Warranty Disclaimer. BRCK does not make any representations or warranties concerning the Services,. Additional services purchased or offered (whether or not following such recommendations and suggestions) through the Services are provided “AS IS” and without any warranty of any kind from BRCK. THE SERVICES ARE PROVIDED ON AN “AS-IS” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

Limitation of Liability. TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE) SHALL BRCK BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, (B) ANY AMOUNT, IN THE AGGREGATE, IN EXCESS OF THE GREATER OF (I) $100 OR (II) THE AMOUNTS PAID BY YOU TO BRCK IN CONNECTION WITH THE SERVICES IN THE TWELVE (12) MONTH PERIOD PRECEDING THIS APPLICABLE CLAIM, OR (C) ANY MATTER BEYOND OUR REASONABLE CONTROL. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.

Indemnity. To the fullest extent allowed by applicable law, You agree to indemnify and hold BRCK, its affiliates, officers, agents, employees, and partners harmless from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including attorneys’ fees) arising from or in any way related to any third-party claims relating to (a) your use of the Services (including any actions taken by a third party using your account), and (b) your violation of these Terms (including any terms or policies incorporated by reference herein). In the event of such a claim, suit, or action (“Claim”), we will attempt to provide notice of the Claim to the contact information we have for your account (provided that failure to deliver such notice shall not eliminate or reduce your indemnification obligations hereunder).

Publicity and non-disparagement

You agree that BRCK may identify you as a user of the Services on BRCK’s website or any third party website where BRCK or its designated agents may promote the Services in its business deals, press releases, marketing materials, advertising, newsletters, mailings, tradeshows, other promotional materials, and on BRCK’s website or any other third-party website where BRCK or its designated agents may promote the Services. You hereby grant BRCK and its agents an irrevocable, perpetual, worldwide, non-exclusive, fully paid-up, royalty-free license (with right to sublicense) to use, reproduce, publish, and display your name, trademarks, service marks, designs, logos, and symbols in connection with such purpose.

You agree not to directly or indirectly through a third party engage in any conduct or make any communication (public or private) that disparages BRCK or Services in any way. Such communications include, but are not limited to, publishing, posting, printing, disseminating, or otherwise making such disparaging statements on or through the Internet, in any blog, or through any other form of social media. You further agree not to solicit or encourage, directly or indirectly, any such statements, comments, or communications by any third-party. In accordance with the termination provisions below, BRCK may terminate your access to the applications or Services if You breach the requirements of this section.

Other terms

Governing Law & Venue. These Terms are subject to and governed by and construed in accordance with the laws of the State of North Carolina, USA, without regard to its conflicts of laws provisions. Any dispute arising from or relating to the subject matter of this Agreement shall be finally settled in Mecklenburg County, North Carolina, in English, in accordance with the Streamlined Arbitration Rules and Procedures of Judicial Arbitration and Mediation Services, Inc. ("JAMS") then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be mutually agreed upon from the appropriate list of JAMS arbitrators in accordance with such Rules. Judgment upon the award rendered by such arbitrator may be entered in any court of competent jurisdiction. Notwithstanding the foregoing obligation to arbitrate disputes, each party shall have the right to pursue injunctive or other equitable relief at any time, from any court of competent jurisdiction. For all purposes of these Terms, the parties consent to exclusive jurisdiction and venue in the state or federal courts located in, respectively, Mecklenburg County, North Carolina, or the Western District of North Carolina.

Survival. Provisions that, by their nature, should survive termination of these Terms shall survive termination. For avoidance of doubt, the provisions of this Agreement relating to intellectual property ownership, customer representations, confidentiality, equipment, number porting and availability, storage of user information, customer feedback, publicity rights, non-disparagement, additional software licenses, indemnification, force majeure, warranty disclaimers, limitations of liability, notices, assignment, future changes, interpretation, dispute resolution and arbitration, and choice of law shall survive termination or expiration of this Agreement for the maximum term allowable by law.

Force Majeure. BRCK shall be excused from any delay or failure in performance hereunder caused by reason of occurrence or contingency beyond its reasonable control, including without limitation, acts of God, earthquake, fire, flooding, fiber cuts, actions or inactions of third party providers or suppliers, riots, sabotage, war, government requirements, or other events that are beyond BRCK’s reasonable control.

Dispute Resolution and Optional Arbitration. In the event of any dispute, claim, question, or disagreement between You and BRCK (“Dispute”), You and BRCK shall first use reasonable best efforts to settle the dispute, claim, question, or disagreement. To this end, you and an authorized member of BRCK’s legal department (or other representative of BRCK designated by the legal department) shall consult and negotiate with each other in good faith and, recognizing their mutual interests, attempt to reach a just and equitable solution satisfactory to both parties. Neither you nor BRCK shall file or pursue any Disputes in any court, administrative, arbitral, or other adjudicative body prior to engaging in such consultations and negotiations.

California Subscribers. Under California Civil Code Section 1789.3, California users of the Service receive the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1020 N Street, #501, Sacramento, California 95814, or by telephone at 916-445-1254.

EFFECTIVE DATE: April 1, 2023

Messaging terms of service

These Messaging Product Terms (the “Product Terms”) supplement the Services Agreement, or any other separate written agreement entered into between the Parties in which Customer is expressly authorized to use the Services solely for its own internal business purposes, as applicable (the “Services Agreement”). Capitalized terms not elsewhere defined in these Product Terms will have the meaning ascribed to them in the Services Agreement, applicable Supplemental Legal Terms, or any applicable Service Order Form.

  1. Service Description. Messaging is a Short Message Service delivering messages between Customer’s IP address(es) or domain(s) and BRCK’s Messaging facilities. Additionally, A2P Messaging is a Short Message Service delivering messages between Customer’s IP address(es) or domain(s) and BRCK’s Messaging facilities that enables delivery of messages between TNs, TFNs, and/or Short Codes (each as defined below) associated with applications and/or other communication service(s) to TNs, TFNs and/or Short Codes associated with individual End Users (“ A2P Messaging”), as determined by BRCK in its reasonable discretion and interpreted in accordance with the applicable CTIA Messaging Principles (as defined below) and applicable laws. Additionally, "Toll-Free Messaging" is a Short Message Service delivering messages (including messages that include multimedia content and/or two or more intended recipients) between Customer’s IP address(es) or domain(s) and BRCK’s messaging facilities for intended delivery of any such message(s) to or from a TFN. “Send-To” is an A2P Short Message Service add-on for the Microsoft Teams platform. Send-To utilizes BRCKs’s Messaging service to enable users of Microsoft Teams Channels to exchange SMS/MMS messages with parties external to the Teams Channels.

    Compliance with CTIA Messaging Principles and Applicable Laws. Customer’s use of Messaging and A2P Messaging must comply with any applicable CTIA Messaging Principles and all applicable laws. Customer will be solely responsible for the evaluation and qualification of Customer’s actual and prospective End Users’ use cases to ensure such use cases follow applicable CTIA Messaging Principles and, where applicable to A2P Messaging, subject to the provisions below regarding “Campaign Registration and/or Approval and Related Matters.” Any SMS message that does not comply with the CTIA Messaging Principles, applicable laws, and/or the provisions below regarding “Campaign Registration and/or Approval and Related Matters” (if applicable) constitutes a violation of the AUP. “CTIA Messaging Principles” means (1) the latest version of the CTIA Messaging Principles and Best Practices, as amended, supplemented and/or superseded from time to time by the CTIA The Wireless Association; or (2) to the extent applicable, the latest version of the CTIA Short Code Monitoring Handbook, as amended, supplemented and/or superseded from time to time by the CTIA The Wireless Association; or (3) any other similar documents or guidelines promulgated from time to time by the CTIA The Wireless Association.

    TN and/or TFN Utilization. Unless BRCK agrees in writing, Customer will not use or enable any telephone number provided by BRCK (or its Affiliates) on the network of any other carrier or provider for Usage, SMS or other forms of traffic. This prohibition includes TNs and TFNs (as described below and collectively referred to as TNs). Except as may be expressly permitted by the CTIA Messaging Principles from time to time, including, without limitation, with respect to toll-free telephone numbers (each individually a “TFN” and collectively “TFNs”), Customer may not establish and/or operate peer-to-peer relationships with any third party(ies) with respect to any TNs provided by BRCK (or its Affiliates) at any time.

    Customer may not use BRCK’s TNs or TFNs to route messages over any other provider’s network.

    Maximum Messages Per Second. Messaging limits the maximum number of messages Customer may transmit measured on a per second basis. Unless otherwise determined by BRCK, the maximum number of messages per second that Customer may transmit with respect to any TN, TFN or Short Code is limited to one (1). For clarity, the foregoing maximum number of messages per second Customer may transmit includes all messages sent and/or received by all Customer’s End Users on an aggregated basis with respect to any one (1) TN, TFN or Short Code. For clarity, this paragraph does not apply to A2P Messaging
  2. Service Requirements
    • When Customer utilizes A2P Messaging, the following also will apply to A2P Messaging:
      1. Campaign Registration and/or Approval and Related Matters. A “Campaign” is an SMS-based, one-way or two-way conversation utilizing A2P Messaging that an End User consents to receive (or otherwise “opts in” to) in accordance with customary industry standards and applicable law. For Short Codes: Any Short Code Campaign (defined below) must be pre-registered and pre-approved by wireless carriers. For TFNs: Any Campaign use cases must be pre-approved by BRCK; however, individual Campaigns delivering SMS messages from TFN(s) do not need to be pre-registered with BRCK. For TNs: Any Campaign must be pre-registered pursuant to prevailing industry standards; however, in the absence of any applicable industry standards, as reasonably determined by BRCK, a Campaign use case must be registered with BRCK.
      2. Unless expressly authorized by BRCK in writing, Customer will not use A2P Messaging for any Campaign for: (a) Affiliate lead and/or commission generation, (b) advertisements for loan(s); (c) credit repair; (d) debt relief; (e) “work from home,” “secret shopper” or other similar advertising Campaigns; (f) lead generation Campaigns that state or imply sharing of collected information with third parties; (g) the improper creation or resale of phone verified accounts for services not owned by Customer; (h) third party debt collection; (i) any other message(s) (or types of message(s)) not in compliance with the recommendations of and/or prohibited by the then-effective CTIA Short Code Monitoring Handbook; and/or (j) any content or purpose in violation of the AUP. BRCK may revoke, at any time and in its sole discretion, any authorization provided by BRCK to permit any such use of A2P Messaging.
      3. Customer will not (i) use any methods designed or intended to evade fraud, spam and/or other similar controls utilized by BRCK and/or applicable wireless carriers; (ii) send SMS messages from more source TNs, TFNs and/or Short Codes than reasonably necessary to support the functioning of Customer’s application(s) (also known as “snowshoeing”); (iii) utilize dynamic routing that results in frequent changes to the delivery path of SMS message(s) delivered with A2P Messaging; or (iv) use URL shorteners other than in accordance with customary industry practices.
      4. Any Campaign must require End User consent to receive any SMS message(s) delivered with A2P Messaging. Any Campaign also must permit any applicable End User(s) to revoke any prior consent at any time and in any manner consistent with customary industry standards, including, without limitation, the text of the word “Stop.” Customer will ensure that End User(s) are informed of (and have readily available access to) a process to cancel receipt of SMS message(s) from any applicable Campaign and/or “opting out” of any such SMS message(s). Customer will immediately stop sending SMS message(s) to any End User who has “opted out” of any applicable Campaign.
      5. BRCK may block, without notice and in BRCK’s sole discretion, any A2P Messaging traffic that BRCK deems not to comply with these Product Terms. Customer will cooperate with BRCK to promptly resolve any End User complaints regarding any Campaign. Customer will use its reasonable efforts to promptly notify BRCK (but in no case more than three (3) days) if Customer receives complaints from End User(s) regarding any Campaign or otherwise becomes aware of alleged acts or omissions that otherwise would violate these Product Terms. Customer also will comply with any other existing or future regulatory obligations and/or customary industry standards that apply to any Campaign from time to time.
    • If Customer fails to comply with these Product Terms, BRCK may suspend and/or terminate any A2P Messaging Services, any applicable TN, TFN, Short Codes, and/or the Services Agreement and/or any applicable Order Form upon any such event of non-compliance.
    • De-Activation. Customer will remove de-activated TNs, TFNs and/or Short Codes (as applicable) from all A2P Messaging Services using best efforts to remove such de-activated TNs, TFNs and/or Short Codes within twenty-four (24) hours, but in no event more than forty-eight (48) hours of BRCK making available to Customer through existing operational processes a file of de-activated TNs, TFNs and/or Short Codes.
  3. Service Limitations. Messaging and A2P Messaging do not provide any audio and/or voice capabilities and/or other features. In addition to any other rights or remedies that BRCK may have under any applicable circumstances, BRCK, in its sole and unfettered discretion, may block any Messaging and A2P Messaging traffic BRCK deems to be in violation of the Services Agreement, these Product Terms, the AUP, and/or any agreements, arrangements and/or practices of or between BRCK and any carriers and/or other service providers. Any violation of any of the foregoing provisions of this Section 3 could cause Customer’s TN, TFN, Short Code and/or any applicable TN, TFN, or Short Code to be blocked for outbound message transmission by BRCK and/or traffic blocking and/or black-listing by any applicable receiving carriers and/or other service providers; BRCK does not guarantee removal from any applicable black-listed status. BRCK may block at any time any messages deemed by BRCK in its sole and unfettered discretion to jeopardize the integrity of BRCK’s network (including, without limitation, due to any action taken and/or threatened by any third party carrier and/or other service provider) and any such blockage will be without prejudice to any other right or remedy that BRCK may have due to any such messages pursuant to the Services Agreement, these Product Terms, the AUP or otherwise. If any such blocking of any messages occurs, BRCK may, in its discretion, attempt to block only the TNs, TFNs, and/or Short Codes breaching these Product Terms and/or jeopardizing BRCK’s network. If the blocking of individual TNs, TFNs, or Short Codes is not feasible for any reason, as determined by BRCK in its sole and unfettered discretion, BRCK reserves the right to block all message(s) initiated by Customer and/or any applicable End Users of Customer. If BRCK blocks any messages pursuant to this Section 3, BRCK will make commercially reasonable attempts to notify Customer in advance of such blockage, provided, however, BRCK will be under no obligation to provide any such notification, including, without limitation, if circumstances do not permit delay of any blockage or other action by BRCK for any reason. Customer acknowledges and agrees that messages to or from Customer or Customer’s End Users may be blocked by carriers or other service providers for reasons known or unknown to BRCK; BRCK is under no obligation to investigate or remedy any such blockage for Customer or any of Customer’s End Users. BRCK does not guarantee delivery, regardless of the reason, of any messages.
  4. Customer Equipment; Electronic Tools; Customer Responsibilities
    • Customer Equipment. BRCK will not provide any Customer Equipment or any Electronic Tools, except as may be expressly set forth in writing executed by Customer and BRCK. Customer will, at Customer’s sole cost, be responsible for providing all equipment (including proxy servers), software, facilities and IP connectivity (including, without limitation, connectivity to End Users) necessary for Customer’s use of he Service(s) contemplated by these Supplemental Terms and Customer’s network to use such Service(s), and for providing and ensuring the successful installation of all equipment and software necessary for Customer to use such Service(s). Customer will have the sole responsibility to input, validate and maintain accurate information with respect to the End Users; Customer will furthermore be solely responsible for all support of End Users.
    • Intellectual Property. Each Electronic Tool is the intellectual property of BRCK. Customer will not delete or alter the copyright, trademark, and other proprietary rights notices or markings appearing on any Electronic Tool. Any third party intellectual property included in any Electronic Tool is the property of the respective owner of such intellectual property. Nothing in the Services Agreement or these Supplemental Terms gives Customer any right or license to any trademarks and/or trade names (whether registered or unregistered), logos, icons, slogans, banners, screen shots, trade dress, links or other brand features of BRCK, without BRCK’s prior written consent. If Customer provides suggestions, comments and/or other feedback to BRCK with respect to the Service(s) or any Electronic Tool, BRCK may, in connection with any of its products or services, freely use, copy, disclose, license, distribute and/or exploit any such suggestions, comments and/or other feedback and without obligation or restriction. BRCK will retain sole ownership of any such suggestions, comments and/or other feedback; provided, however, BRCK grants to Customer a perpetual, royalty-free, non-exclusive, non-transferable (other than pursuant to a sale of all or substantially all of the assets of Customer and/or a change in control of Customer), non-sublicensable (other than in connection with its actual incorporation in or with any of Customer’s products or services) license to any such suggestions, comments and/or other feedback to BRCK for Customer’s use.
    • License to Electronic Tools. BRCK grants Customer a non-exclusive, non-transferable (except to the extent the Services Agreement is assigned or transferred by Customer in accordance with its terms) license to use such Electronic Tools (and any documentation, user guides or other similar materials that BRCK may provide to Customer) solely in connection with Customer’s internal use of the Service(s) during the Services Term. Customer will use the Electronic Tools solely for lawful purposes in connection with Customer’s internal use of the Service(s) during the Services Term. Customer will not, directly or indirectly: (A) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code or underlying ideas or algorithms of the Electronic Tools; (B) modify, translate or create derivative works based on the Electronic Tools; (C) rent, lease, distribute, sell, resell, assign, display, host, outsource, disclose or otherwise commercially exploit or otherwise transfer rights to the Electronic Tools or make the Electronic Tools available to any third party; (D) use the Electronic Tools for timesharing or service bureau purposes or otherwise for the benefit of a third party; (E) copy, reproduce, post or transmit any Electronic Tools in any form or by any means.
    • Customer Responsibilities. Customer is responsible for (a) providing accurate, complete, and current information, and (b) keeping all information accurate and complete, including, but not limited to charges, costs, transactions, and activities conducted through or with such Electronic Tools. Customer is responsible to safeguard, monitor, and manage access to the Electronic Tools, and Customer shall remain solely responsible for all acts, omissions, and activities conducted on or through the Electronic Tools. BRCK will not be liable for any loss or damage arising from unauthorized use of the Electronic Tools.
  5. Connection. Customer must connect to BRCK’s network in a manner and, if applicable, at locations determined by BRCK. Customer will, at Customer’s sole cost, be responsible for providing all equipment (including proxy servers), software, facilities and IP connectivity (including, without limitation, connectivity to Customer’s End Users) necessary for Customer’s Messaging and/or A2P Messaging applications and Customer’s network to operate with Messaging and/or A2P Messaging, and for providing and ensuring the successful installation of all equipment and software necessary for Customer’s End Users to use services sold to such End Users. Customer will have the sole responsibility to input, validate and maintain accurate information with respect to Customer’s End Users; Customer will furthermore be solely responsible for all support of and for Customer’s End Users as it relates to Messaging and/or A2P Messaging. Customer is responsible for maintaining continuous availability to receive messages from BRCK via IP connectivity.
  6. Interoperability. If applicable, Customer and BRCK will reasonably cooperate with each other to test to ensure interoperability between BRCK and Customer’s networks and systems. All necessary interoperability testing will be completed within a reasonable time. If after completion of initial interoperability, Customer plan to make upgrades, updates and/or enhancements (collectively “Configuration Changes”), Customer will notify BRCK prior to implementing a Configuration Change so that Customer and BRCK may work together in good faith to determine how best to proceed regarding such Configuration Change. If at any time an interoperability condition occurs that adversely affects BRCK’s network that cannot be adequately remedied within a reasonable period, taking into consideration the severity of the interoperability condition and the effect on BRCK’s network, BRCK may, at its sole discretion, suspend the provision of Services pursuant to these Product Terms. The Parties will communicate as reasonably necessary to isolate and repair any problems in their respective networks, provided, however, each Party will remain solely responsible for any costs or liabilities incurred in connection with the repair of any problem with respect to such Party’s network.
  7. Charges and Rates. All Services are provided pursuant to the Service Order Form.
    1. Message Rating. Messaging and/or A2P Messaging rates messages for billing purposes on a per message segment sent and/or received basis. Billable components of each message are based on: (i) the authorized IP sending a message (“Outbound Message”), and (ii) Customer of a TN, TFN or Short Code receiving a message (“Inbound Message”). Long message content will be split into multiple billable segments based on received data encoding. If any fee(s) is imposed by any destination network, including, without limitation, any international termination fee(s), BRCK will charge Customer such fee(s) and reserves the right to include an administrative or other fee(s) in addition to any such fee(s). For clarity, this paragraph applies to both Messaging and A2P Messaging Services.
    2. Carrier and/or Third Party Fees and Charges. If there are termination fees, additional out-of-pocket fee(s), or other charges levied by a carrier or any third party for the traffic processed by BRCK on behalf of Customer, including, without limitation, carrier fee(s) and/or code administrator fee(s), BRCK will invoice Customer for those fees and any fees required to support the transaction. BRCK will, to the extent reasonably practicable, notify Customer in writing (including email notification) in advance of any charge or fee assessed by a carrier and/or third party in connection with Customer’s receipt of the Services set forth herein. If it is not reasonably practicable for BRCK to provide notice to Customer of any such fees, BRCK will provide such notice promptly upon the date BRCK is notified that such fees have commenced. A list of applicable carrier and/or Third Party Fees and Charges can be found here - https://brck.com/messaging-third-party-fees
  8. Porting Numbers. BRCK may require a completed and signed Letter of Authorization (“LOA”) for any telephone numbers that Customer wishes to port from another carrier to BRCK. BRCK may require a recent copy of the current phone bill that contains Customer’s Billing Telephone Number (“BTN”) as well as a record of any TNs and/or TFNs that need to be ported, a Customer Service Record (“CSR”), and/or an Equipment Record (“ER”). BRCK must receive the necessary LOA(s) and/or bill copy(ies) before BRCK will initiate a port request and obtain a Confirmed Port Date. The “Confirmed Port Date” is the date upon which the current voice provider has agreed to port a TNs and/or TFNs to BRCK. The Confirmed Port Date interval may in some cases take as long as one (1) to two (2) business weeks after Customer initiates the port request. Since the port interval is a product of the accuracy of the information provided to BRCK by Customer, as well as the processing speed of Customer’s current voice provider, BRCK makes no guarantees regarding the promptness of a port, however all ports will be provided consistent with applicable law.
  9. Number Management. Customer will obtain numbering resources from BRCK in amounts only reasonably necessary for Customer to conduct its business and as contemplated by the Services Agreement. BRCK retains the right to reclaim non-utilized numbering resources that Customer does not activate for use in its Account, to allow for usage within fourteen (14) days of ordering.
  10. Additional Terms
    1. The following applies only if Customer utilizes Multimedia Messaging Service in connection with any TN, TFN, or Short Code to which Messaging and A2P Messaging applies: Multimedia Messaging Service (“MMS”) delivers messages between Customer-provided IP address(es) or domain(s) and BRCK’s Messaging facilities if such messages include multimedia content and/or two or more intended recipients. Customer acknowledges and agrees that MMS interoperability is an evolving standard. Messages are exchanged between service providers on a best efforts basis and BRCK does not guarantee delivery. Customer will pay BRCK with respect to MMS pursuant to the rates set forth in the Service Order Form. For clarity, such rates will apply to each intended recipient and/or each text message. All terms and conditions applicable to Messaging and A2P Messaging pursuant to the Services Agreement, these Product Terms or otherwise also will apply to MMS. For clarity, Customer will be solely responsible for compliance by Customer (and by Customer’s End Users) with any CTIA Messaging Principles applicable to any utilization of MMS by Customer, Customer’s End Users, or any other person or entity to which Customer provides any services utilizing MMS.
    2. The following applies only if Customer utilizes 2 Factor Authentication in connection with any Messaging Service: 2 Factor Authentication (“2FA”), also known as Multi-Factor Authentication (“MFA”), is a service that provides Customers with the ability to request a unique, time-limited code be sent to an End User on a pre-established communication channel for the purpose of validating, verifying or authorizing such End User. 2FA is commonly used as a method of authentication for End User service log-ins, but may be used in a variety of other use cases that may require validation, verification or authentication information delivery.
    3. The following applies only if Customer selects any International SMS / MMS Service (as defined below) in connection with Messaging pursuant to any applicable Service Order Form:
      1. SMS / MMS Service” means, subject to these Product Terms, the transmission of International MMS Messages and/or International SMS Messages as selected by Customer as an “International” feature pursuant to any applicable Service Order Form.
      2. “International MMS Message” means an MMS message from or destined to any third-party operator or user of a communications network operator in Zone 1; for clarity, “International MMS Message” does not include any MMS message from or destined to any third party operator or user of a communications network operator in Zone Canada (also known as Canada, unless subsequently modified in accordance with these Product Terms), Zone 2, Zone 3, Zone 4 or Zone 5.
      3. “International SMS Message” means an SMS message from or destined to any third-party operator or user of a communications network operator in Zone Canada (also known as Canada, unless subsequently modified in accordance with these Product Terms), Zone 2, Zone 3, Zone 4 or Zone 5.
    4. For all purposes related to International SMS / MMS Service, as used in the foregoing Sections, “Messaging” will be deemed to include the International SMS / MMS Service.
    5. International SMS / MMS Service. BRCK will provide International SMS / MMS Service to Customer. Customer will pay BRCK pursuant to the rates set forth in the Service Order Form. All such rates and/or any other applicable charges, fees, including, without limitation, with respect to the porting of TNs, will be subject to the Services Agreement; provided, however, except as expressly stated in any applicable Service Order Form, BRCK may change any such rates at any time upon ten (10) days’ notice to Customer. If at any time any network operator, peering intermediary, or other intermediary carrier in Zone 1 or Zone Canada (also known as Canada, unless subsequently modified in accordance with these Product Terms) imposes, or seeks to impose, any fee or any other charge of any kind relating to the International SMS / MMS Service, except as expressly stated in any applicable Rate Sheet (X) BRCK will have the right immediately to cease transmission of International MMS Messages and/or International SMS Messages to any such network operator, peering intermediary or other intermediary carrier in such country or territory unless and until (1) such country or territory is re-designated to another zone within Zone 1, Zone Canada (also known as Canada, unless subsequently modified in accordance with these Product Terms), Zone 2, Zone 3, Zone 4 or Zone 5, or (2) these Product Terms are otherwise amended by mutual written agreement; and (Y) BRCK will have the right immediately to cease transmission of International MMS Messages to any such network operator, peering intermediary or other intermediary carrier in such country or territory if such country or territory no longer is designated within Zone 1 or Zone Canada (also known as Canada, unless subsequently modified in accordance with these Product Terms), as applicable.
    6. Additional Limitations on Proper Use of International SMS / MMS Service. In addition to all other applicable limitations pursuant to the Services Agreement and/or these Product Terms, including, without limitation, Section 3 (Service Limitations) above, Customer will not bundle, aggregate or otherwise combine in any way any International MMS Message or International SMS Message originating from any TN with any MMS or SMS originating from any other TN, or engage in any group messaging, it being understood and agreed that each single unique TN shall only and exclusively be used for, including, without limitation, all billing and reporting purposes with respect to, MMS and/or SMS originating and terminating from and to such single, unique TN.
  11. Definitions
    1. AUP” means BRCK’s Acceptable Use Policy, available at https://brck.com/use.html.
    2. “Campaign” means a Messaging-based one-way or two-way conversation that an End User “opts in” to receive; Campaigns are assigned to one or more Short Code(s).
    3. “Electronic Tools” means service ordering/management systems, BRCK APIs, and/or any other computer software that BRCK makes available to Customer for use with the Services.
    4. “Inbound Calling” (or “Inbound Calls”) means a call from the PSTN through BRCK or another IP endpoint to Customer.
    5. “Short Code” means a 5, or 6-digit number that represents either the originating or terminating end of a Messaging conversation, as the case may be; Short Codes are associated with one or more Campaigns.
    6. “Short Message Service” or “SMS” means the text communication service component of mobile communication systems that allows the exchange of short text messages between fixed line or mobile phone devices.
    7. “Toll Free Service” means an IP termination service for PSTN originated calls to terminate to TFNs provided by BRCK.
    8. “Usage” means call traffic (including SMS, MMS, or Short Code) measured in units, usually in minutes or seconds (except with respect to SMS).