BLANK POINT COMMUNICATIONS – TERMS & CONDITIONS

(Version 1.0 – July 7 2025)

1. Definitions
   “BPC,” “we,” “our,” and “us” mean Blank Point Communications, Inc., a Georgia S-Corporation (domestic entity ID #######).
   “Customer,” “you,” and “your” mean the person or entity purchasing Services.
   “Services” include voice over IP (“VoIP”), SMS/MMS, internet connectivity, managed equipment, professional services, numbers (DIDs/toll-free), APIs, and any related support.
   “Agreement” means these T&C plus any Service Orders, price schedules, privacy policies, or addenda we issue and you accept.
2. Ordering & Term
   2.1 A Service Order is binding once accepted electronically or in writing, at which point these T&C become part of a single Agreement.
   2.2 Unless a Service Order states otherwise, the initial term is 12 months and renews automatically for successive one-month periods. Either party may cancel at the end of a term with 30 days’ written notice.
3. Provisioning & Installation
   3.1 We may rely on third-party carriers, ISPs, and equipment vendors. Lead-times are estimates only.
   3.2 You shall provide accurate registration data, valid payment information, and reasonable site access for any on-premise work. Delays caused by you extend delivery times.
4. Numbers (DID and Toll-Free)
   4.1 Numbers are licensed—not sold—to you under FCC rules. You acquire no proprietary right in any number.
   4.2 Port-out requests must comply with applicable law; unpaid balances may delay a port.
   4.3 We reserve the right to reclaim or change numbers if required by NANPA, the FCC, or underlying carriers.
5. Pricing, Billing & Payment
   5.1 Usage-based charges (per-minute, per-SMS, etc.) are billed in arrears; fixed MRCs (monthly recurring charges) are billed in advance.
   5.2 Invoices are due NET 15 days from invoice date. Late amounts accrue 1.5 % interest per month or the maximum allowed by law.
   5.3 Disputes: You must dispute charges in writing within 30 days; undisputed amounts remain payable.
   5.4 Charge-backs or returned ACH/credit-card payments incur a $35 administrative fee.
   5.5 Taxes, regulatory fees (USF, 911, TRS, LNP, state utility fees) and surcharges are your responsibility and may be passed through without markup.
6. Acceptable Use
   You agree not to use Services for fraud, illegal robocalling, spam SMS, phishing, harassing calls, or any activity violating the TCPA, CAN-SPAM, CTIA guidelines, or FCC rules. We may suspend or terminate Service immediately for violations.
7. E-911 & Emergency Calling
   7.1 VoIP 911 service differs from traditional wireline 911. Outages—including power, broadband, or network congestion—may prevent 911 calls.
   7.2 You must provide and keep current a valid service address for each device or user and inform all end-users of these limitations (Kari’s Law & RAY BAUM’S Act compliance).
   7.3 We disclaim all liability arising from your failure to provide accurate location or from circumstances outside our control.
8. Security & Fraud
   8.1 You are responsible for securing your PBX, endpoints, API credentials, and user accounts.
   8.2 Extraordinary usage or fraud (e.g., call pumping) remains your financial responsibility even if caused by third-party hacking. We will make commercially reasonable efforts to notify you of abnormal traffic patterns.
9. Warranties
   9.1 We warrant that we will provide Services in a professional manner consistent with industry standards.
   9.2 Disclaimer. EXCEPT AS EXPRESSLY SET FORTH, SERVICES ARE PROVIDED “AS IS,” WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.
10. Service Levels & Credits
    10.1 Published uptime targets (e.g., 99.9 % per calendar month) exclude maintenance windows with 24-hour notice and force-majeure events (Section 14).
    10.2 Your sole remedy for missed targets is a pro-rated credit of the affected MRC, capped at one month’s recurring charge for that Service.
11. Limitation of Liability
    11.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY IS LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES.
    11.2 OUR AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL PAID BY YOU TO BPC IN THE PREVIOUS SIX (6) MONTHS.
12. Indemnification
    You shall indemnify, defend, and hold harmless BPC and its affiliates from any third-party claims, damages, or penalties arising out of (i) your breach of this Agreement, (ii) your content or traffic, or (iii) your violation of law or third-party rights.
13. Confidentiality
    Each party shall protect non-public business, technical, or financial information (“Confidential Information”) of the other party with the same care it uses to protect its own, and at least reasonable care, for five (5) years after disclosure.
14. Force Majeure
    Neither party is liable for failure to perform due to events beyond its reasonable control (e.g., natural disasters, war, strikes, DDoS, or upstream carrier failures). Payment obligations accrue but performance deadlines are extended.
15. Governing Law; Dispute Resolution
    15.1 This Agreement is governed by the laws of the State of Georgia, excluding its conflict-of-law rules.
    15.2 Any dispute shall first be escalated to executive management and, if unresolved after 30 days, submitted to binding arbitration in Fulton County, Georgia under the Commercial Rules of the American Arbitration Association.
    15.3 Either party may seek injunctive relief in state or federal court in Georgia to protect intellectual property or Confidential Information.
16. Assignment & Subcontracting
    Neither party may assign the Agreement without the other’s prior written consent, except BPC may assign to an affiliate or in connection with a merger or asset sale.
17. Notices
    Notices must be in writing and deemed delivered when (i) emailed with confirmation, (ii) sent by overnight courier, or (iii) posted to your secure customer portal.
    Blank Point Communications, Inc.
    123 Example Dr., Suite 400, Atlanta, GA 30303
    Email: legal@blankpoint.co
18. Entire Agreement & Order of Precedence
    This Agreement supersedes all prior understandings. If conflict arises, a duly-executed Service Order prevails over these T&C, and written amendments over either.
19. Severability & Waiver
    If any provision is held unenforceable, the remainder remains in effect. Failure to enforce any right is not a waiver of future enforcement.
20. Amendments
    We may update these T&C on 30 days’ notice. Continued use after the effective date constitutes acceptance.