Terms of Service

1. Acceptance of Terms

By creating an account, accessing, or using the NumeraLoop platform (the "Service"), operated by NumeraLoop ("Company," "we," "us," or "our"), you ("User," "you," or "your") confirm that:

• You are at least 18 years of age
• You have the full legal capacity and authority to enter into a binding agreement
• If acting on behalf of a business or organization, you have authority to bind that entity to these Terms
• You have read, understood, and agree to be bound by these Terms and our Privacy Policy

These Terms constitute a legally binding agreement between you and NumeraLoop. Your continued use of the Service constitutes ongoing acceptance of these Terms and any future modifications made pursuant to Section 19.

2. Description of Service

NumeraLoop is a cloud-based telecommunications management platform that provides a dashboard interface for managing Twilio-powered phone numbers and communications. The Service includes:

• Phone number management and configuration
• Inbound and outbound call forwarding with customizable routing rules
• Browser-based voice calling via Twilio Voice SDK and WebRTC
• Two-way SMS and MMS messaging and inbox management
• Bulk SMS and MMS campaign creation, scheduling, and delivery tracking
• Contact and CRM management with custom fields
• Auto-reply rules, keyword triggers, and canned message libraries
• Webhook integrations and call/SMS forwarding configurations
• Activity logs, analytics, and reporting
• WhatsApp integration setup support

NumeraLoop is a management interface only. All actual telephony services — voice calls, SMS/MMS transmission, and phone number provisioning — are delivered through Twilio, Inc. You must maintain a valid, active Twilio account in good standing to use the core features of this Service.

We reserve the right to modify, suspend, or discontinue any part of the Service at any time with reasonable notice where practicable.

3. Eligibility and Account Registration

3.1 Eligibility

The Service is available to individuals aged 18 or older and businesses operating in jurisdictions where such services are lawful. We reserve the right to refuse service to anyone for any reason at any time.

3.2 Account Responsibilities

You are responsible for:

• Providing accurate, current, and complete information during registration and keeping it updated
• Maintaining the confidentiality of your account credentials (email, password)
• All activities that occur under your account, whether or not authorized by you
• Notifying us immediately at support@numeraloop.com of any unauthorized access or security breach

You may not create multiple accounts to circumvent subscription limits, trial restrictions, or account suspensions. NumeraLoop will not be liable for any loss resulting from unauthorized use of your account.

4. Your Twilio Account and Credentials

To use the core features of NumeraLoop, you must connect your Twilio account by providing your Twilio Account SID and Auth Token. By doing so, you represent and agree that:

• You are the authorized owner, administrator, or authorized representative of the Twilio account you connect to NumeraLoop
• You grant NumeraLoop a limited, revocable authorization to access your Twilio account solely to provide the features you configure and use
• You remain solely responsible for all activity, usage, and charges incurred under your Twilio account
• All Twilio usage costs (calls, messages, number fees, carrier surcharges) are billed directly by Twilio and are entirely your responsibility; NumeraLoop subscription fees do not cover Twilio costs
• You must maintain compliance with Twilio's Terms of Service, Acceptable Use Policy, and all other applicable Twilio policies
• You are responsible for registering your numbers for A2P 10DLC, Toll-Free Verification, or other carrier-required programs where mandated
• NumeraLoop is not affiliated with Twilio, Inc. and cannot be held responsible for actions taken by Twilio, including account suspensions or policy enforcement

5. Acceptable Use Policy

You agree to use NumeraLoop only for lawful purposes and in a manner consistent with all applicable laws and regulations. The following uses are strictly prohibited:

5.1 Prohibited Communications

• Sending unsolicited commercial messages (spam) to recipients who have not provided prior express consent
• Sending messages containing illegal, fraudulent, deceptive, harassing, abusive, threatening, defamatory, obscene, or otherwise objectionable content
• Violating the Telephone Consumer Protection Act (TCPA), CAN-SPAM Act, CASL (Canada), GDPR, or any other applicable communications or privacy law
• Impersonating any person, business, or organization, or falsely claiming affiliation with any entity
• Sending phishing attempts, malware distribution, or fraudulent content
• Attempting to bypass, circumvent, or defeat Twilio restrictions, carrier filtering, or regulatory requirements

5.2 Prohibited Platform Conduct

• Using the Service to conduct or facilitate illegal activities of any kind
• Attempting to gain unauthorized access to any portion of the Service or its related systems or networks
• Using automated scripts, bots, or other means to scrape, crawl, or systematically extract data from the platform without our written consent
• Reverse engineering, decompiling, or disassembling any portion of the platform or its underlying software
• Using the Service in any way that could damage, disable, overburden, or impair our servers, network, or infrastructure
• Uploading, transmitting, or distributing any malware, viruses, or other malicious code
• Reselling, sublicensing, or providing access to the Service to third parties without our written consent

We reserve the right to investigate suspected violations and to suspend or terminate accounts engaged in prohibited activities, with or without prior notice, at our sole discretion. We may report unlawful conduct to appropriate law enforcement authorities.

6. SMS, MMS, and Calling Compliance

You are solely and entirely responsible for ensuring that your use of all messaging and calling features complies with all applicable federal, state, provincial, and local laws, including but not limited to:

6.1 Consent Requirements

• Obtaining prior express written consent from all recipients before sending marketing or promotional messages, as required by the TCPA and similar laws
• Maintaining records of all consents, including the method of consent, date, and wording provided to recipients
• Ensuring that recipients of auto-dialed or pre-recorded voice calls have provided the requisite consent under applicable law

6.2 Opt-Out Compliance

• Including a clear, conspicuous, and functional opt-out mechanism in all commercial and marketing messages (e.g., "Reply STOP to unsubscribe")
• Honoring all opt-out requests promptly and within applicable legal timeframes (within 10 business days under TCPA)
• Never sending messages to contacts who have previously opted out or requested to be added to a Do Not Contact list

6.3 Registration and Regulatory Requirements

• Registering phone numbers for A2P 10DLC campaigns, Toll-Free Verification, or Short Code programs as required by US carriers and the CTIA
• Complying with all applicable time-of-day restrictions for calling and messaging (e.g., TCPA hours: 8 AM to 9 PM local time of recipient)
• Complying with Do Not Call (DNC) registry requirements and maintaining appropriate DNC scrubbing processes
• Maintaining all required documentation, consent records, and compliance logs for a minimum of 4 years

7. Subscription, Billing, and Payments

7.1 Subscription Plans and Trial Period

• Access to full platform features requires an active paid subscription. New accounts may receive a free trial period as determined at the time of registration; trial duration and features are subject to change
• Trial accounts are subject to these Terms in full, including all acceptable use and compliance obligations
• We reserve the right to modify trial terms, duration, and feature availability at any time without prior notice

7.2 Subscription Fees and Billing Cycle

• Subscription fees are billed in advance on a recurring basis (monthly or annually) as selected during checkout
• Subscriptions automatically renew at the end of each billing period unless cancelled by you before the renewal date
• All fees are stated in US Dollars unless otherwise indicated. You are responsible for any applicable taxes, duties, or currency conversion fees

7.3 Payment Processing

• All payments are processed securely through Stripe, Inc. NumeraLoop does not collect, store, or have access to your full payment card details
• By providing payment information, you authorize NumeraLoop to charge your payment method on a recurring basis for the applicable subscription fee
• If a payment fails, we will attempt to reprocess the charge. Continued payment failure may result in service suspension

7.4 Price Changes

We reserve the right to modify subscription pricing at any time with at least 30 days' advance written notice via email or platform notification. Your continued use of the Service after the effective date of a price change constitutes acceptance of the new pricing. If you do not agree to the new pricing, you must cancel your subscription before the change takes effect.

7.5 Twilio Costs

NumeraLoop subscription fees do not include Twilio usage costs. You are billed separately by Twilio for all voice calls, SMS/MMS messages, phone number monthly fees, and other Twilio services. These costs are governed entirely by your agreement with Twilio and are your sole responsibility.

8. Refund Policy

All subscription fees are non-refundable except as described below:

• Billing Errors: If you believe you were charged incorrectly due to a billing error on our part, contact support@numeraloop.com within 7 days of the charge. We will investigate and, if an error is confirmed, issue a full or partial refund as appropriate.
• Service Unavailability: If the Service experiences extended downtime exceeding 99.0% downtime in any given calendar month due to issues within our reasonable control, you may request a pro-rated credit for the affected period.
• Cancellation: Upon cancellation, your subscription remains active through the end of the current billing period. No refunds are issued for unused time in the current billing period.

Refund requests must be submitted in writing to support@numeraloop.com. All refund determinations are at our sole discretion.

9. Account Termination and Cancellation

9.1 Cancellation by You

You may cancel your subscription at any time through your billing settings within the platform. Upon cancellation:

• Your access to paid features will continue until the end of your current billing period
• No refunds are issued for unused time in the current billing period
• Your data will be retained for up to 30 days after the account closes, after which it will be permanently deleted (except billing records retained for legal compliance)

9.2 Termination by NumeraLoop

NumeraLoop reserves the right to suspend or terminate your account, with or without prior notice, in the following circumstances:

• Violation of any provision of these Terms or our Acceptable Use Policy
• Failure to pay subscription fees when due
• Suspected fraudulent, abusive, or illegal activity
• Activity that creates legal liability for NumeraLoop or damages our reputation
• Extended period of account inactivity (accounts inactive for 12+ months may be subject to closure with advance notice)
• Legal requirement or order from a court or regulatory authority

In cases of serious violations (including fraud, illegal activity, or causing harm to others), termination may be immediate without prior notice and without any refund obligation. Upon termination for cause, you forfeit all rights to any unused subscription period.

10. Intellectual Property Rights

10.1 NumeraLoop's Intellectual Property

The NumeraLoop platform, including its software, design, user interface, branding, logos, trademarks, documentation, algorithms, and all other content created by NumeraLoop (collectively, "NumeraLoop IP"), is and shall remain the exclusive property of NumeraLoop and its licensors, protected by copyright, trademark, patent, and other applicable intellectual property laws.

You are granted a limited, non-exclusive, non-transferable, revocable license to access and use the Service solely for your own internal business purposes in accordance with these Terms. No other rights are granted. You may not:

• Copy, reproduce, or distribute any part of the NumeraLoop platform
• Modify, create derivative works from, or reverse engineer any part of the platform
• Use NumeraLoop's name, trademarks, or branding without prior written consent
• Sell, resell, sublicense, or otherwise commercially exploit the Service or any portion thereof

10.2 Your Content and Data

You retain all ownership rights to data you upload, create, or store within the Service, including contact records, message content, campaign configurations, and other materials ("Your Content"). By using the Service, you grant NumeraLoop a limited, non-exclusive license to process and store Your Content solely as necessary to provide and improve the Service. We will not access Your Content except to provide the Service, for support purposes, or as required by law.

11. Third-Party Services

NumeraLoop integrates with and relies on the following third-party services to deliver functionality:

NumeraLoop is not responsible for the actions, availability, content, privacy practices, or failures of any third-party service. We do not guarantee uninterrupted service and are not liable for losses resulting from third-party service disruptions, policy changes, or account suspensions. You acknowledge that these third-party services have their own terms and conditions that independently govern your use of those services.

12. Privacy and Data Protection

Your use of the Service is governed by our Privacy Policy, which is incorporated into these Terms by reference in its entirety. By using NumeraLoop, you consent to the collection, use, and processing of information as described in the Privacy Policy.

As a user of our platform, you also act as a data controller with respect to any personal data of your contacts and recipients that you upload, import, or process through the Service. You are solely responsible for:

• Ensuring you have a lawful basis (consent, legitimate interest, contractual necessity, etc.) for processing any third-party personal data
• Providing required privacy notices to individuals whose data you upload or contact through the platform
• Complying with all applicable data protection laws (GDPR, CCPA, PIPEDA, etc.) in connection with your use of the Service
• Honoring data subject requests (access, deletion, correction) for individuals whose data you hold in the platform

13. Disclaimers and Warranties

Without limiting the foregoing, NumeraLoop does not warrant or represent that:

• The Service will be available, uninterrupted, timely, secure, or error-free at all times
• Any messages sent through the Service will be delivered to their intended recipients
• Any call made through the Service will be completed or will achieve any particular quality of connection
• Any defects, bugs, or errors in the Service will be corrected
• The Service is free of viruses or other harmful components
• The results obtained from using the Service will be accurate, reliable, or meet your specific requirements
• The Service will be compatible with any specific device, browser, or operating system configuration

Some jurisdictions do not allow the exclusion of implied warranties. To the extent such warranties cannot be fully disclaimed under applicable law, they are limited to the maximum extent permitted.

14. Limitation of Liability

In addition, NumeraLoop shall not be liable for:

• Any failure or interruption of service caused by Twilio, Stripe, Supabase, or any other third-party provider
• Undelivered, delayed, or mis-routed messages or calls
• Any regulatory fines, penalties, or legal liabilities arising from your use of the platform (including TCPA violations, GDPR violations, etc.)
• Unauthorized access to your account or data resulting from your failure to maintain account security
• Loss of data resulting from account deletion, termination, or platform malfunction
• Actions taken by Twilio including account suspension or credential revocation

In any event, NumeraLoop's total cumulative liability to you for all claims arising under or related to these Terms or the Service shall not exceed the greater of (a) the total subscription fees paid by you to NumeraLoop in the twelve (12) months immediately preceding the event giving rise to the claim, or (b) one hundred US dollars ($100.00).

Some jurisdictions do not allow the exclusion or limitation of certain types of liability. In such jurisdictions, the limitations above apply to the maximum extent permitted by law.

15. Indemnification

You agree to defend, indemnify, and hold harmless NumeraLoop and its affiliates, officers, directors, employees, contractors, agents, and licensors from and against any and all claims, damages, obligations, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from or related to:

• Your access to or use of the Service
• Your violation of any provision of these Terms
• Your violation of any third-party rights, including but not limited to Twilio's policies, recipients' privacy rights, or intellectual property rights
• Any content, messages, or communications you send or facilitate using the Service
• Your violation of any applicable law, regulation, or regulatory requirement, including the TCPA, CAN-SPAM Act, GDPR, CCPA, or any other communications or privacy law
• Any claim by a third party arising from your use of the Service, including any regulatory investigation or enforcement action

NumeraLoop reserves the right to assume exclusive control of the defense of any matter subject to indemnification by you, at your expense. You agree to cooperate fully with NumeraLoop's defense of such claims.

16. Dispute Resolution and Arbitration

16.1 Informal Resolution

Before initiating formal proceedings, both parties agree to attempt to resolve any dispute, claim, or controversy arising out of or relating to these Terms or the Service through good-faith negotiation. You must contact us at support@numeraloop.com with a written description of your dispute and proposed resolution. We will attempt to respond within 30 days. If the dispute is not resolved within 60 days of the initial notice, either party may proceed to formal dispute resolution.

16.2 Binding Arbitration

Except as provided below, any unresolved dispute shall be submitted to and resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Consumer Arbitration Rules, or such other arbitration body as mutually agreed upon. The arbitrator's decision shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

The arbitration shall be conducted in English, on an individual basis only. The following claims are excluded from arbitration and may be brought in court: (a) claims for injunctive or equitable relief relating to intellectual property infringement; (b) small claims court matters where eligible.

16.3 Class Action Waiver

YOU AND NUMERALOOP EACH WAIVE THE RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION. All disputes must be brought in your individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding.

17. Governing Law and Jurisdiction

These Terms shall be governed by and construed in accordance with the laws of the United States and, where applicable, the laws of the state in which NumeraLoop is principally operating, without regard to conflict of law principles that would require the application of the laws of any other jurisdiction.

For claims not subject to arbitration, or where arbitration is found unenforceable, you agree to submit to the exclusive jurisdiction of the state and federal courts located in NumeraLoop's principal place of business for resolution of any dispute not subject to arbitration, and you waive any objection to jurisdiction or venue in those courts.

EU / UK Users: Nothing in these Terms affects your rights under applicable mandatory consumer protection laws in your country of residence. If you are a consumer in the EU or UK, you may also have the right to bring proceedings before the courts of your country of residence.

18. General Provisions

• Entire Agreement: These Terms and our Privacy Policy constitute the entire agreement between you and NumeraLoop with respect to the Service, and supersede all prior agreements, communications, and understandings.
• Severability: If any provision of these Terms is found to be unlawful, void, or unenforceable, that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions will remain in full force and effect.
• No Waiver: Our failure to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. Any waiver must be in writing and signed by an authorized representative of NumeraLoop.
• Assignment: You may not assign or transfer these Terms or any rights hereunder without our prior written consent. NumeraLoop may assign these Terms without restriction, including in connection with a merger, acquisition, or sale of assets.
• Force Majeure: NumeraLoop shall not be liable for any delay or failure in performance resulting from causes beyond our reasonable control, including acts of God, war, terrorism, civil unrest, natural disasters, pandemic, government actions, internet or telecommunications failures, or third-party service outages.
• Notices: Legal notices to NumeraLoop must be sent in writing to support@numeraloop.com. We may send notices to you via the email address on your account.
• Headings: Section headings are for convenience only and have no legal or contractual effect.

19. Changes to These Terms

We reserve the right to modify these Terms at any time. When we make material changes, we will:

• Update the "Effective Date" at the top of this page
• Notify registered users via email to the address on file at least 14 days before the changes take effect
• Display a prominent notice within the platform prior to the effective date

Your continued use of the Service after the effective date of any updated Terms constitutes your acceptance of the revised Terms. If you do not agree to the updated Terms, you must stop using the Service and cancel your account before the effective date.

For non-material changes (such as clarifications, typo corrections, or updates to contact information), we reserve the right to update these Terms without prior notice.

20. Contact Information

If you have any questions about these Terms of Service or need support, please contact us: