TERMS AND CONDITIONS

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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.

Support

Prooph provides support for using our service only. Prooph is not responsible for troubleshooting or support for third-party systems, networks, or internet connections.

Services - Average Use Policy

Prooph service 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 excessively high-volume usage.

Prooph's plans are designed for users with an average usage of the number of minutes allocated under the client's service plan plus an additional 5% buffer. Accounts exceeding this threshold on a regular basis are subject to review. If an account exceeds this threshold in a calendar month, Prooph may require that additional capacity or service tiers be added to the account. Prooph shall have sole discretion to determine whether usage is consistent with normal usage or not.

Invoicing

Prooph services are billed monthly/yearly based on the initial subscription date. The monthly invoice includes the following items:

  • Recurring Charges for the upcoming month/year
  • Pro-rated Monthly/Yearly Recurring Charges for any new Services changed or added during the prior month
  • Non-recurring Charges (e.g., setup fees, onboarding fees, etc.) incurred during the prior month
  • Applicable Federal, State and Local Taxes for all Services
Payments and Late Fees

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, 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.

Disputes

All amounts must be paid in full by the Invoice Due Date unless Customer elects to withhold a good faith disputed amount. Disputes must be submitted in writing within thirty (30) days of the invoice date. Failure to do so waives the right to dispute.

Suspension of Service

If any amount owed is thirty (30) or more days overdue, Prooph may suspend services until such amounts are paid in full. At least five (5) working days prior notice will be provided.

Cancellation

Prooph requires thirty (30) days' written notice to cancel an account. The notice period begins upon receipt.

  • Accounts must complete one final billing cycle after cancellation notice
  • All charges incurred during the final billing cycle are due
  • Porting services, stopping usage, or switching providers does not constitute cancellation notice

The account will be officially closed once final payment is received.

Right to Refuse or Terminate Service

Prooph reserves the right to refuse or terminate service at its sole discretion. If termination is not due to a material breach, a prorated refund for unused prepaid service may be issued. If termination is due to breach, no refund will be issued.

Privacy

Prooph's privacy policy is incorporated by reference and can be viewed at: https://prooph.us/Homev2/PrivacyPolicy

Indemnification

You agree to indemnify and hold Prooph harmless from any claims, damages, or liabilities arising from your use of the service to the extent permitted by law.

Binding Arbitration

By using Prooph services, you agree to binding arbitration.

  • Arbitration will be conducted in Walla Walla County, Washington
  • Arbitrators will be selected from recognized arbitration bodies
  • Decisions are final and binding
  • Governed by the Federal Arbitration Act

This agreement shall be governed by the laws of the State of Washington.

Disclaimer

Prooph shall not be liable for any indirect, incidental, or consequential damages, including loss of revenue or profit. Liability is limited to the fees paid for services.

Prooph provides services over the public internet and does not guarantee uptime for any specific location. Prooph targets overall network uptime of 99.99%.

General

If any provision is found unenforceable, the remaining provisions remain valid. This agreement does not create a partnership or agency relationship. Notices must be provided in writing and will be deemed delivered per standard delivery methods.

SMS Disclosure

By providing your mobile number to Prooph, you agree to receive inbound-only SMS communications relevant to your services or account activity.

You may reply HELP at any time to receive assistance and support-related information.
You may reply STOP to opt out of further messaging at any time.
Message and data rates may apply depending on your mobile carrier.
Message frequency may vary based on your activity or request.
Please call (509) 519-1600 or email support@prooph.us for assistance with your account.
No mobile information will be shared with third parties/affiliates for marketing/promotional purposes. All the above categories exclude text messaging originator opt-in data and consent; this information will not be shared with any third parties.

Change of Terms

Complete Terms and Conditions can be located at the following URL: https://prooph.us/Homev2/TermsAndCondition

Prooph may update these terms at any time. Continued use of services constitutes acceptance of the updated terms.

Date of Last Revision: April 28, 2026