The use of services provided by Prooph LLC (hereafter referred to as Prooph) constitutes agreement to these terms. In the absence of any other prevailing document, the provisions of this document shall serve as a binding contract between Prooph and you.
BY ENROLLING IN, ACTIVATING, USING, OR PAYING FOR PROOPH SERVICES, YOU REPRESENT THAT YOU ARE OF LEGAL AGE TO ENTER INTO THIS AGREEMENT AND THAT YOU HAVE READ AND UNDERSTAND FULLY THE TERMS AND CONDITIONS OF THIS AGREEMENT.
Prooph provides you with phone services over your broadband connection. There is an important difference between the Prooph service and the phone service provided over a traditional phone line — this difference is that the E911 dialing feature with Prooph has important limitations that you should be aware of and that you advise others that may use the Prooph service in your residence or business.
YOU ARE RESPONSIBLE FOR REGISTERING THE E911 DIALING FEATURE BY TAKING AFFIRMATIVE STEPS TO LOG INTO YOUR ACCOUNT PORTAL TO PROVIDE AND/OR VERIFY A VALID PHYSICAL ADDRESS. IF YOU MOVE THE LOCATION OF WHERE YOU USE THE PROOPH SERVICE, YOU MUST AFFIRMATIVELY REGISTER THE E911 DIALING FEATURE AT THAT LOCATION BY CHANGING THE ADDRESS. IF YOU FAIL TO CONFIGURE YOUR LOCATION OR CHANGE THE ADDRESS TO A NEW LOCATION, THE E911 DIALING FEATURE WILL NOT FUNCTION PROPERLY AND POTENTIALLY NO EMERGENCY SERVICE WILL BE SENT TO YOUR LOCATION.
You are not authorized, nor may you allow any other person, to update the firmware, load third-party firmware, or otherwise tamper with Prooph supplied devices, nor are you authorized to connect any devices not supplied by Prooph without prior written authorization from Prooph. Service credits will NOT be issued for the time the service is down due to tampering or unauthorized configuration of devices. If you or your agents attempt to circumvent this restriction, Prooph may immediately terminate your service. Prooph reserves the right to remotely access and manage any devices connected to our network.
Prooph provides support for using our service and supplied hardware or software only. Prooph is not responsible for troubleshooting or support for routers, computers, or internet connections.
Due to the nature of VoIP services, Prooph service is not designed to be used for data connections with modems, home security systems, credit card processors, postal meters, and related devices. It is optimized for voice only and you may experience issues and inconsistencies when using Prooph service in non-voice scenarios.
Prooph unmetered residential and small business VoIP plans are intended for general business use only. Any other use is strictly prohibited. Prooph uses automated systems to monitor usage to detect patterns which are typical of extraordinary use such as telemarketing, call center, autodialing, continuous call forwarding, frequent, excessively long calls to single numbers, etc. Prooph’s plans are designed for users with an average usage of 2,500 minutes per month. Accounts exceeding 2,500 minutes per month per user on a regular basis are subject to review. If an account exceeds 2,500 minutes per user in a calendar month, Prooph may require that additional users be added to the account. Prooph shall have sole discretion to determine whether usage is consistent with average usage or not.
Prooph services are billed monthly based on the initial subscription date. The monthly Invoice includes the following items:
If you provide credit card information to Prooph, you authorize Prooph to charge such credit card for all Charges listed on your Invoice. It is your responsibility to provide Prooph with credit card information that is current and valid. If Prooph has agreed to accept payment by a method other than a credit card, invoiced Charges are due net 10 days from the invoice date. If any invoiced amount is not received by Prooph by the due date, then without limiting our rights or remedies, those Charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower. You are responsible for providing complete and accurate billing and contact information to Prooph and notifying Prooph of any changes to such information.
All amounts must be paid in full by the Invoice Due Date unless Customer elects to withhold a good faith disputed amount. If the Customer, in good faith, disputes the amount or appropriateness of any Charge, the Customer must notify Prooph, in writing, of the disputed Charge upon withholding a disputed amount, but in any event, no later than thirty (30) days of the invoice date indicated on the disputed invoice. Failure to contest an invoice within thirty (30) days of the invoiced date will create an irrefutable presumption of the correctness of the Charge, absent manifest error, and Customer shall have waived its right to dispute that Invoice. In the event of a billing dispute, the Customer may withhold payment of such disputed amounts pending the resolution of the dispute, provided that the Customer shall not withhold payment of more than 5% of the total invoice amount absent manifest error in said invoice. If more than 5% of the total invoice is withheld in dispute, Prooph reserves the right to suspend all Services until the dispute is resolved. Disputed amounts notwithstanding, all undisputed amounts must be paid in full by the Due Date of the invoice.
If any amount owed by you under this or any other agreement for Prooph services is thirty (30) or more days overdue, Prooph may, without limiting our other rights and remedies, suspend services until such amounts are paid in full. We will give you at least five (5) working days prior notice that your account is overdue before suspending services to you.
Prooph requires thirty (30) days’ written notice in order to cancel an account. The 30-day written notice period will begin at the time of receipt of this notice by Prooph, unless otherwise specified in this policy. If Customer account is “past due” at time of the cancellation request, Customer will be immediately responsible for the amount due in order to begin the process of account cancellation and start the 30-day notice period. All accounts must complete one billing cycle after the cancellation request is made, before the account can be closed. Creating an account with another service provider, porting of active telephone numbers to another provider, or disconnecting provisioned devices does not constitute notice. The Customer will be responsible for and agrees to pay the Service and Usage Charges billed during the final billing cycle. The account will be officially closed when final payment is received.
Prooph reserves the right to refuse to provide service to anyone at its sole discretion with or without reason. Prooph also reserves the right to terminate accounts with or without reason at its sole discretion. If Prooph terminates the service for any reason other than a material breach of this agreement or any other agreement between you and Prooph, you will receive a pro rata refund for any prepaid service. If Prooph terminates service for material breach of this agreement by you, you are not entitled to any refund. You may terminate service at any time by written notice to Prooph. If you terminate service for any reason other than a material breach of this agreement by Prooph, you forfeit any prepaid fees paid by you.
Prooph’s privacy policy is incorporated by reference into this agreement. The Prooph privacy policy can be viewed here: https://prooph.us/Homev2/PrivacyPolicy
You agree that you shall defend, indemnify, save and hold Prooph harmless from any and all demands, liabilities, losses, costs, and claims, including reasonable attorney’s fees asserted against Prooph, its agents, its customers, officers and employees, that may arise or result from any use of the service provided or performed or agreed to be performed or any product sold by you, your agents, employees, or assigns to the extent permitted by law. You agree to defend, indemnify and hold harmless Prooph against liabilities arising out of; (1) any injury to person or property caused by any products sold or otherwise distributed in connection with Prooph; (2) any material supplied by you infringing or allegedly infringing on the proprietary rights of a third party to the extent permitted by law.
By using any Prooph service, you agree to submit to binding arbitration. If any disputes or claims arise against Prooph or its subsidiaries, its agents, its employees, its officers, or its owners, such disputes will be overseen by an arbitrator of Prooph‘s choosing. An arbitrator from the American Arbitration Association or the National Arbitration Forum will be selected in Spokane County, Washington. Arbitrators shall be attorneys or retired judges and shall be selected pursuant to the applicable rules. All decisions rendered by the arbitrator will be binding and final. The arbitrator’s award is final and binding on all parties. The Federal Arbitration Act, and not any state arbitration law, governs all arbitration under this Arbitration Clause. This agreement shall be governed and construed in accordance with the laws of the State of Washington without regard to conflict/choice of law principles.
Prooph shall not be liable for any claim arising out of the performance, non-performance, delay in delivery of or defect in its services nor for any special, indirect, economic, or consequential loss or damage howsoever arising or howsoever caused (including loss of profit or loss of revenue) whether from negligence or otherwise in connection with the supply, functioning, or use of its goods and/or services. Any liability of Prooph shall in any event be limited to the fees paid by you. Prooph makes no warranties of any kind, expressed, or implied for the services Prooph provides. Prooph disclaims any warranty or merchantability or fitness for a particular purpose. Since Prooph service is provided over the public internet and can be affected by power outages and other infrastructure, we cannot guarantee uptime for a specific physical location. Prooph guarantees the overall uptime of our network as 99.99%.
The prevailing party shall have the right to collect from the other party its reasonable costs and necessary disbursements and attorneys’ fees incurred in enforcing this agreement. If any provision of this agreement is held by any competent authority to be invalid or unenforceable in whole or part the validity of the other provisions of these terms and conditions and the remainder of the provision in question shall not be affected. If a conflict occurs between this agreement and any other document which is mutually agreed on by you and Prooph, the document which is executed on the latter date/time will be the prevailing document. If any conflict between documents occur, only the specific provisions of the prevailing document which are in conflict with this agreement will supersede the terms and conditions of this agreement. All other terms and conditions of this agreement shall remain unaffected by the prevailing conflict. Nothing in this agreement creates, implies or evidences any partnership or joint venture between you and Prooph, or the relationship between those of principal and agent. Any notice permitted or required under the agreement will be in writing and will be sent to the contact address, or e-mail address, of the other party set out in the proposal or any other address or e-mail address which that party may designate by notice given to the other party in accordance with this condition. Any notice may be delivered personally, or by first class pre-paid letter or by e-mail and will be deemed to have been served: if by hand, when delivered; if by first class post, 72 hours after posting; and if by e-mail, on that e-mail being accessible by the intended recipient. You may not assign your rights or obligations hereunder without Prooph’s prior written consent. Any assignment without the consent of Prooph will be null and void.
By providing your mobile number to Prooph, you agree to receive inbound-only SMS communications relevant to your services or account activity.
Complete Terms and Conditions can be located at the following URL: https://prooph.us/Homev2/TermsAndCondition
We may change the terms and conditions of this Agreement from time to time. Notices will be considered given and effective on the date posted on our website. These changes will become binding and effective the date they are posted to our website. No further notice by us is required upon your continued use of the Service. The Agreement as and when posted supersedes all previously agreed to electronic and written terms of service.
Date of Last Revision: November 14, 2024