INSTACALL LLC – TERMS OF USE & SERVICE TERMS AND CONDITIONS

SECTION 1 — TERMS OF USE 

Please read these Terms of Use and the Service Terms and Conditions carefully before opening an account for Services, or otherwise using the Services. If you do not agree with this Agreement, do not use the Services.

This Agreement governs the purchase and use of the Services provided by Instacall LLC (“Instacall” or “Company”). The individual or legal entity opening an account for Service under this Agreement shall be referred to as “Client.”

By using the Services, Client agrees to be bound by this Agreement. Company may modify any part of this Agreement by posting updated terms at:

www.instacall.digital

Client’s continued use of the Services after updates constitutes acceptance.

If the Agreement becomes unacceptable at any time, the Client must discontinue use immediately.

SECTION 2 — TERM

This Agreement continues as long as Client accesses or uses the Services. Either Party may terminate at any time under applicable conditions described below.

SECTION 3 — SERVICES

Instacall shall provide the Services as described in the Service Terms and Conditions, in documentation, and in the Instacall online portal.

All Services are subject to:

• These Terms of Use
• Service Terms and Conditions
• Applicable policies
• Portal terms
• Documentation provided to Client

Instacall may reject any order for Service.

SECTION 4 — SERVICE ORDER PROCEDURE; RATES

Client must submit orders via the online portal.

Rates, fees, and taxes are visible in the Instacall online portal or on:

www.instacall.digital

Instacall may pass through third-party carrier fees, surcharges, cost recovery fees, and government-imposed charges.

Instacall will make reasonable efforts to notify Client of changes when practical.

SECTION 5 — PAYMENT

Unless agreed otherwise:

• All Services require prepayment.
• Services will not be provisioned until sufficient prepayment is received.
• If balance becomes insufficient, Instacall may immediately suspend Services.

Client must ensure their account always maintains a positive balance adequate to cover expected usage.

Payments may be delayed in posting; Client acknowledges Service interruptions may occur if balance is insufficient during delays.

SECTION 6 — SECURITY DEPOSIT & CREDIT LIMITS

Instacall may require:

• Credit information
• A deposit (“Security”)

Failure to provide requested Security may result in suspension or termination.

Unused Security is refunded upon termination after all obligations are paid.

SECTION 7 — SERVICE CHARGES

Service charges are deducted from the Client’s prepaid balance as Services are consumed.

“Total Service Charges” excludes taxes, surcharges, government fees, and certain non-recurring or regulatory-related charges.

SECTION 8 — RATES AND CHARGES

Client must pay the rates listed in the Instacall portal or on:

www.instacall.digital

Rates may change.

SECTION 9 — GOVERNMENTAL CHARGES

Instacall may adjust rates or apply new charges to recover government-imposed fees, fines, surcharges, assessments, or regulatory costs.

Notice will be provided.

SECTION 10 — TAXES

Client is responsible for all taxes except Instacall’s income taxes.

Tax exemption applies only after Client provides valid certificates.

SECTION 11 — BILLING DISPUTES

Client must dispute charges within 30 days of posting.

Undisputed charges must be paid on time.

Instacall is not obligated to consider disputes filed after 30 days.

SECTION 12 — TERMINATION FOR CAUSE

Either Party may terminate for material breach not cured within 30 days.

Instacall is not liable for installation delays caused by:

• Force Majeure
• Client actions
• Construction delays
• Service unavailability

Changes in Law may affect continuation of some Services.

SECTION 13 — TERMINATION BY COMPANY

With Notice

Instacall may terminate or suspend Services if:

• Client fails to maintain sufficient prepayment
• Client fails to pay undisputed charges within 10 days of notice
• Client does not provide required Security
• Client provides false information

Without Notice

Instacall may immediately terminate or suspend Service if:

• Required to prevent fraud
• Required by law or regulators
• Illegal or improper usage occurs
• Client becomes insolvent

Termination does not relieve Client from outstanding obligations.

SECTION 14 — TERMINATION BY CLIENT

Client may terminate with 30 days written notice.

Disconnection requests must be submitted via the Instacall online portal.

Client must continue paying for Services until the disconnection is processed.

SECTION 15 — CONFIDENTIAL INFORMATION

Both Parties must protect confidential information for 3 years after termination.

Exceptions apply for:

• Public information
• Independently developed information
• Legal disclosures
• Previously known information

Client Data is Confidential.

SECTION 16 — DISCLAIMER OF WARRANTIES

Services are provided “as-is” and “as available.”

Instacall disclaims all warranties, including:

• Merchantability
• Fitness for a purpose
• Non-infringement

SECTION 17 — REPRESENTATIONS

Both Parties warrant compliance with:

• Laws
• Anti-bribery regulations
• Privacy rules
• Telemarketing laws
• Export controls

Instacall may modify or cease Services to comply with laws.

SECTION 18 — LIMITATION OF LIABILITY

Instacall’s liability is limited to the lesser of:

• Direct damages proven, or
• Amount paid by Client for the affected Service in the last 1 month

No Party is liable for:

• Indirect damages
• Special damages
• Consequential damages
• Loss of data
• Loss of profits

Service failures caused by power, network, or equipment issues are excluded.

SECTION 19 — INDEMNIFICATION

Client must indemnify Instacall for:

• Unauthorized usage
• Illegal activity by Client or End Users
• Failures in compliance
• Fraudulent or improper usage
• Violations of laws (including TCPA)
• Emergency Services misuse
• Traffic manipulation (ANI masking/spoofing)

SECTION 20 — ASSIGNMENT

Client may not assign this Agreement without consent.

Instacall may assign to:

• Affiliates
• Successors
• Acquirers
• Financing parties

SECTION 21 — 911 / E911

Client acknowledges:

• VoIP 911 differs from traditional phone service
• 911 may fail or be unavailable
• Instacall is not liable for 911 issues

Client must notify End Users of 911 limitations.

SECTION 22 — SERVICE MOVES

Moving Services without notifying Instacall may cause:

• E911 failure
• Incorrect routing
• Suspension

Client bears all resulting risks and liabilities.

SECTION 23 — USE OF SERVICES

Services must not be used for:

• Illegal activity
• Fraud
• Abuse

Client is responsible for all usage.

SECTION 24 — UNAUTHORIZED USE

Client bears all risk of:

• Unauthorized use
• Fraud
• Security breaches

Instacall may block suspicious traffic.

SECTION 25 — TERMS OF USE POLICIES

Client’s usage is subject to:

• Acceptable Use Policy
• Privacy Policy
• CPNI Policy

Posted at:
www.instacall.digital

SECTION 26 — DATA PROTECTION

Instacall acts as a “Data Processor” for Client.

Instacall will:

• Only process data for providing Services
• Implement security protections
• Ensure confidentiality
• Delete or de-identify Personal Data when no longer needed

Client must have lawful basis to provide Personal Data.

SECTION 27 — SOFTWARE & LICENSES

Client receives a non-transferable, non-exclusive license to Instacall Software.

Client may not:

• Reverse engineer
• Modify
• Copy
• Resell
• Host for third parties

Instacall retains all IP rights.

SECTION 28 — TOOLS & APPLICATIONS

Client is responsible for:

• Security
• Access management
• Proper usage
• Accuracy of information submitted

Client may not:

• Reverse engineer
• Resell
• Combine with competing services

SECTION 29 — TRADEMARKS & PUBLICITY

Client may not use Instacall trademarks without consent.

Instacall may disclose Client’s name in its marketing.

SECTION 30 — SERVICE OUTAGES

Client must open a ticket for outages via:

support@instacall.digital

Instacall will begin diagnostic testing after a Trouble Ticket is opened.

SECTION 31 — FORCE MAJEURE

Instacall is excused from performance due to events beyond control, including:

• Acts of God
• Network failures
• Natural disasters
• Pandemics
• Government actions
• Labor disputes

SECTION 32 — COMPLIANCE WITH LAWS

Client must comply with all laws, including:

• FCC rules
• TCPA
• Telemarketing rules
• Export controls

Client indemnifies Instacall for violations.

SECTION 33 — LAW ENFORCEMENT

Instacall will comply with:

• Court orders
• Subpoenas
• Traceback requests

Instacall may refer investigators to Client.

SECTION 34 — THIRD-PARTY BENEFICIARIES

Underlying carriers may enforce applicable provisions.

SECTION 35 — NON-EXCLUSIVITY

Agreement is non-exclusive.

SECTION 36 — GOVERNING LAW & VENUE

Governing law:

State of New York

Venue:

Courts of New York County, New York

SECTION 37 — NOTICE

All notices must be sent to:

Instacall LLC
930 Washington Avenue, Suite 210-22
Miami Beach, Florida 33139
support@instacall.digital

Client notices sent to their billing address.

SECTION 38 — INDEPENDENT CONTRACTOR

No partnership or joint venture created.

SECTION 39 — NO WAIVER

Failure to enforce a term is not a waiver.

SECTION 40 — SEVERABILITY

Invalid provisions will be modified or removed; remainder survives.

SECTION 41 — ENTIRE AGREEMENT

This Agreement supersedes all prior agreements.

SECTION 42 — ORDER OF PRECEDENCE

Portal Terms apply where specific; otherwise, these Terms govern.

 

INSTACALL LLC — SERVICE TERMS AND CONDITIONS

These Service Terms and Conditions (“Terms and Conditions”) supplement and form an integral part of the Terms of Use (collectively the “Agreement”) between Instacall LLC (“Instacall” or “Company”) and Client, governing the provision and use of Instacall Services.

1. DEFINITIONS

Unless otherwise defined in the Agreement, capitalized terms have the following meanings:

• Affiliate – Any entity controlling, controlled by, or under common control with a Party (50%+ ownership or voting rights).
• API – Application Programming Interface.
• Applicable Law – All laws, regulations, rules, or government orders applicable to a Party or Services.
• Basic 911 (“B911”) – Emergency service without guaranteed delivery of ANI or location.
• CPN – Calling Party Number.
• End User – Any user authorized by Client to use the Services.
• Enhanced 911 (“E911”) – Emergency service with automatic ANI/location delivery.
• Inappropriate Content – Includes illegal, unsolicited, spam, harmful, fraudulent, or prohibited message content.
• Interstate – Calls originating in one U.S. state and terminating in another.
• Intrastate – Calls originating and terminating in the same state.
• IP – Internet Protocol.
• LNP – Local Number Portability.
• Location Routing Number (“LRN”) – 10-digit routing number identifying switching ports.
• Messages – SMS and MMS communications.
• MRC – Monthly recurring charges.
• Network Operator – Any mobile or other communication network operator delivering or receiving Messages.
• NANP Termination Traffic – All traffic to country code 1 (excluding toll-free).
• NPA-NXX – First six digits of a NANP phone number.
• OCN – Operating Company Number.
• PSTN – Public Switched Telephone Network.
• PSAP – Public Safety Answering Point.
• SIP – Session Initiation Protocol.
• Unsolicited Traffic – Any unsolicited spam or promotional messaging without user consent.
• VoIP – Voice over IP.

2. RESALE OF SERVICES

Client may resell Instacall Services under its own branding subject to the following:

Client Responsibilities

• Serves as primary support for its End Users.
• Responsible for all End User compliance with laws and this Agreement.
• Handles billing, collections, and taxes for End Users.
• Provides all required regulatory filings and authorizations.

Restrictions

• End Users may not resell Services.
• Instacall may provide Services directly to End Users who request it.

Instacall has no liability to Client’s End Users.

3. SERVICE LIMITATIONS

Client acknowledges:

• Services depend on network availability.
• Instacall may block or refuse Services in certain locations.
• VoIP Services are not a replacement for primary telephony.
• Some equipment or regions may be incompatible.

4. PROHIBITED TRAFFIC

Client may only send IP-originated traffic.

Instacall may immediately terminate Service if Client:

• Sends non-IP originated calls
• Routes toll-free (8XX) traffic improperly
• Sends fraudulent, spoofed, or masked traffic
• Sends traffic considered abusive or harmful

Toll-free traffic restrictions include:

• No mass-calling events
• No improper call routing
• No using Instacall DIDs to generate toll-free traffic

Payphone surcharges apply where applicable.

5. FRAUDULENT TRAFFIC

Client must not participate in or allow fraudulent usage.

If Client suspects fraud, they must notify:

abuse@instacall.digital
Subject: Fraud Traffic

Client is responsible for all usage, including fraudulent usage.

Instacall may block suspicious or harmful traffic.

6. TRAFFIC FORECAST

Instacall may request projected monthly traffic volumes.

Client must provide forecasts upon request to ensure capacity planning.

7. CHANGES TO SERVICE

Instacall may modify or discontinue Services.

If a change prevents use, Instacall will attempt to provide a migration path.

8. MAINTENANCE OF SERVICE; CLIENT SYSTEMS

Client must provide and maintain:

• Hardware
• Software
• Routing
• IP connectivity
• Interoperability configurations
• Contacts for escalation

Instacall is not liable for issues caused by Client Systems.

9. INTERCONNECTION

Client must connect to Instacall’s platform as instructed.

Both Parties must:

• Complete interoperability testing
• Cooperate in troubleshooting
• Resolve network issues within their own environments

Client is solely responsible for connectivity to its End Users.

10. ACCESS CONTROL

Authentication

Client must secure all:

• Credentials
• Users
• API keys
• Portal accounts

Account Ownership Disputes

Instacall may request:

• Registered owner name
• Registered email
• Proof of payment method
• Business license (if needed)
• Photo ID
• Proof of service address

If the current account owner cannot be reached or cannot verify identity, Instacall may grant access to the claimant based on evidence.

11. MESSAGING SERVICE (SMS/MMS)

Instacall provides Messaging Services for SMS/MMS where available.

Instacall is not responsible for:

• Delivery delays
• Failures caused by third-party networks
• Carrier filtering or blocking
• Routing issues

Billing Rules

Client is charged per segment, whether or not delivery succeeds.

Requirements

Client must:

• Use valid, lawful TNs
• Not spoof or manipulate sender IDs
• Not send Unsolicited Traffic
• Comply with CTIA rules

Prohibited:

• Spam
• Fraud
• Phishing
• Malware
• High-risk content
• Unlawful solicitation

Consent Requirements

Client warrants it obtained proper consumer consent per:

• TCPA
• CTIA
• FCC rules
• FTC rules

Instacall may request proof of consent.

12. INBOUND TOLL-FREE SERVICE

Instacall will deliver toll-free calls (800/888/877/866/855/844).

Client must not:

• Use Instacall toll-free numbers to initiate mass-calling campaigns
• Cause excessive invalid or incomplete calls

Payphone-originated calls incur additional surcharges.

Instacall acts as RespOrg for toll-free numbers when Client signs the LOA.

13. VOICE TERMINATION SERVICE

Instacall completes NANP and International calls.

Billing:

• Per-minute usage
• Rounded to whole minutes
• International traffic must conform to ITU E.164
• Short-call surcharges apply if >10% of calls ≤6 seconds

Jurisdiction:

• Determined by LRN dips
• If LRN unavailable → rated as Intrastate

Client Must:

• Not alter ANI or caller identity
• Not spoof or re-originate traffic
• Manage integrity of outgoing traffic

Instacall may block traffic suspected of ANI masking or fraud.

14. DIRECT INWARD DIALING (DID), CNAM, E911

DID Service

Instacall provides DIDs either:

• Native (Instacall-owned)
• Ported via LNP

Porting Rules

Client is fully responsible for:

• Obtaining LOA
• Providing accurate End User data
• Regulatory compliance

Instacall may reclaim unused TNs after 6 months.

CNAM

Client warrants:

• Accuracy of CNAM data
• Compliance with all privacy laws

Client must not:

• Cache CNAM data for resale
• Use CNAM for geo-routing
• Store CNAM data except in call logs

Emergency Services

Client acknowledges:

• 911 may fail during outages
• VoIP 911 differs from traditional 911
• Correct address info is required

Instacall is not liable for:

• Incorrect routing
• Missing location data
• Failures caused by Client device, network, or power

Emergency calls without configured E911 may be routed to an emergency response center and incur additional fees.

15. RATES AND BILLING

MRCs, NRCs, usage fees, and surcharges are listed in the Instacall online portal.

Instacall may modify rates with 7 days’ notice.

16. ENTIRE AGREEMENT

These Terms and Conditions, together with the Terms of Use, Portal Terms, and incorporated documents, constitute the complete agreement.

Use of Services constitutes acceptance.