TERMS AND CONDITIONS

Vertascale

Effective Date: January 22, 2026

1. Introduction and Acceptance of Terms

These SMS and Phone Outreach Terms and Conditions (“Terms”) govern your use of telecommunications services provided by Vertascale, a WARE IT SOLUTIONS, LLC company (“Vertascale,” “we,” “us,” or “our”), including but not limited to Voice over Internet Protocol (VoIP) services, SMS/MMS messaging, 10-Digit Long Code (10DLC) services, and related communication solutions (collectively, the “Services”).

By subscribing to, accessing, or using our Services, you (“Client,” “you,” or “your”) acknowledge that you have read, understood, and agree to be bound by these Terms, our General Terms and Conditions of Service, and our Privacy Policy. If you do not agree with any part of these Terms, you must not use our Services.

These Terms apply to all services performed by Vertascale as set forth in the Services Agreement between Vertascale and Client. Capitalized terms used but not defined in these Terms shall have the meanings set forth in the Services Agreement or our General Terms and Conditions of Service.

2. Service Description

2.1 VoIP Services

Vertascale provides Voice over Internet Protocol (VoIP) telecommunications services including but not limited to:

• Inbound and outbound voice calling
• Direct Inward Dialing (DID) numbers and number porting
• SIP trunk configuration and management
• PBX integration and configuration
• E911 emergency calling services
• Call routing, forwarding, and management features

2.2 SMS/MMS Messaging Services

Vertascale provides text and multimedia messaging services including:

• Application-to-Person (A2P) SMS and MMS messaging via 10DLC
• 10DLC brand and campaign registration with The Campaign Registry (TCR)
• Toll-free messaging services
• Message routing and delivery through Direct Connect Aggregators (DCAs)
• API integration for messaging platforms

3. Client Obligations and Responsibilities

3.1 Compliance with Laws and Regulations

Client agrees to comply with all applicable federal, state, and local laws and regulations, including but not limited to:

• Telephone Consumer Protection Act (TCPA)
• CAN-SPAM Act
• Federal Communications Commission (FCC) regulations
• Cellular Telecommunications Industry Association (CTIA) messaging principles and best practices
• Mobile carrier guidelines and requirements (AT&T, Verizon, T-Mobile, etc.)
• The Campaign Registry (TCR) standards and policies
• National Do Not Call Registry requirements

3.2 Consent and Opt-In Requirements

Client must obtain and maintain proper consent before sending messages or making calls:

• Prior Express Written Consent: Client must obtain prior express written consent from recipients before sending marketing or promotional messages or making autodialed or prerecorded calls.
• Clear Disclosure: Consent forms must clearly disclose that the person is agreeing to receive text messages or calls from Client, including message frequency and that message and data rates may apply.
• Opt-In Documentation: Client must maintain comprehensive records of all consent, including date, time, method of consent, and the exact language presented to the recipient.
• Consent Methods: Acceptable consent methods include written forms, web forms, text-to-join campaigns, and oral consent (where permitted and properly documented).

3.3 Message Content Requirements

All messages sent through the Services must comply with the following requirements:

• Company Identification: The first message in any campaign must clearly identify Client’s company name or brand.
• Opt-Out Instructions: The first message must include clear opt-out instructions (e.g., “Reply STOP to unsubscribe” or “Text STOP to opt out”).
• Approved Keywords: Client must honor standard opt-out keywords including STOP, UNSUBSCRIBE, END, CANCEL, QUIT, STOPALL, ARRETT, ARRET, and ARRETE (case-insensitive).
• Help Keywords: Client should provide responses to HELP or INFO keywords with customer service contact information.
• Message Frequency: If message frequency is predictable, it should be disclosed in the initial opt-in and/or first message.

3.4 Prohibited Content and Uses

Client shall not use the Services to send or transmit:

• Spam, unsolicited messages, or messages to recipients who have not provided consent
• Illegal content, including content promoting illegal drugs (cannabis/hemp), firearms, third-party debt collection, payday loans, or other controlled substances
• Fraudulent, deceptive, or misleading content
• Phishing attempts or malware
• Content that violates intellectual property rights
• Sexually explicit, obscene, or offensive content
• Content promoting violence, harassment, discrimination, or hate speech
• H.A.F.T. content (Sex, Hate, Alcohol, Firearms, Tobacco)
• Get-rich-quick schemes, work-from-home programs, or multi-level marketing without proper disclosure
• High-risk financial services or cryptocurrency schemes

3.5 10DLC Registration Responsibilities

For SMS/MMS services using 10DLC numbers, Client must:

• Provide accurate and complete information for brand registration with The Campaign Registry (TCR), including Employer Identification Number (EIN), business name, address, website, and business type.
• Accurately describe campaign use cases and messaging purposes during campaign registration.
• Maintain an active and functional website listed in the registration.
• Provide sample messages that accurately represent actual messaging content.
• Notify Vertascale of any changes to business information, messaging use cases, or campaign details within 10 business days.
• Undergo additional vetting processes if required by carriers or TCR, including identity verification for political organizations through Campaign Verify.
• Pay all applicable registration fees, including one-time brand registration fees ($4 typical), campaign registration fees ($50 typical), monthly campaign fees ($10/month typical), and carrier-specific vetting fees (e.g., T-Mobile $50 setup fee).

4. Opt-Out and Do Not Contact Management

4.1 Immediate Opt-Out Processing

Client must process all opt-out requests immediately and cease all further communications to opted-out recipients within 10 business days, or immediately for SMS opt-outs. Opt-out requests include:

• Text message replies containing STOP, UNSUBSCRIBE, END, CANCEL, QUIT, STOPALL, ARRETT, ARRET, or ARRETE
• Verbal requests during phone calls
• Email unsubscribe requests
• Web form opt-out submissions

4.2 Opt-Out List Maintenance

Client must maintain comprehensive opt-out lists and suppression files, including:

• Date and time of opt-out request
• Method of opt-out (text, phone, email, web)
• Phone number or contact information of opted-out recipient
• Campaign or service from which recipient opted out

Client must retain opt-out records for a minimum of four (4) years as required by TCPA regulations.

4.3 Do Not Call Registry Compliance

If Client engages in telemarketing or marketing phone calls, Client must:

• Screen all call lists against the National Do Not Call Registry before initiating marketing calls
• Refresh Do Not Call Registry screening at least every 31 days
• Maintain internal company-specific do-not-call lists
• Honor all do-not-call requests for a minimum of five (5) years

5. Service Levels and Performance

5.1 Service Availability

Vertascale will monitor Services on a 24x7x365 basis. However, repair and remediation Services will be provided only during business hours (Monday through Friday, 8:00 AM to 6:00 PM Eastern Time, excluding holidays) unless otherwise expressly set forth in the Services Agreement.

Vertascale will respond to problems, errors, or interruptions in the provision of the Services according to severity levels determined by Vertascale in its reasonable discretion. Initial remediation attempts will be made remotely; onsite service will be provided only if remote remediation is ineffective and if covered under the Service plan selected by Client.

5.2 Message Delivery and Throughput

Message delivery rates and throughput limits are determined by:

• Client’s 10DLC campaign trust score assigned by TCR
• Mobile carrier-specific throughput limits (typically 60-4,500 messages per minute depending on trust score)
• Campaign vetting status and approval level
• Upstream carrier network performance and availability

Vertascale does not guarantee specific message delivery rates or timing. Message delivery is subject to carrier filtering, spam detection, and network congestion. Unregistered or improperly registered 10DLC traffic is subject to being filtered, blocked, or marked as spam by mobile carriers.

5.3 Voice Call Quality

Voice call quality depends on multiple factors including internet connectivity, network latency, bandwidth availability, and upstream carrier performance. Vertascale will make reasonable efforts to provide quality voice services but cannot guarantee uninterrupted or error-free service. Client is responsible for maintaining adequate internet connectivity and network infrastructure to support VoIP services.

6. Fees and Payment

6.1 Service Fees

Client agrees to pay all fees associated with the Services as set forth in the Services Agreement, including but not limited to:

• Monthly service fees for VoIP lines, DIDs, and messaging capabilities
• Per-minute charges for voice calls (domestic and international)
• Per-message charges for SMS/MMS messaging
• 10DLC registration fees (brand registration, campaign registration, monthly campaign fees)
• Carrier vetting fees (T-Mobile, AT&T, Verizon, etc.)
• Number porting fees
• E911 service fees
• Setup and configuration fees

6.2 Payment Terms

All fees are due and payable as specified in the Services Agreement. Late payments may be subject to interest charges at the rate of 1.5% per month (or the maximum rate permitted by law, whichever is less). Vertascale reserves the right to suspend or terminate Services for non-payment after providing notice to Client.

6.3 Regulatory Fees and Taxes

Client is responsible for all applicable federal, state, and local taxes, fees, and surcharges related to the Services, including but not limited to Universal Service Fund (USF) fees, E911 fees, state telecommunications relay service fees, and sales taxes.

7. Suspension and Termination

7.1 Suspension for Non-Compliance

Vertascale reserves the right to immediately suspend or terminate Client’s Services without prior notice if:

• Client violates any provision of these Terms or engages in prohibited uses
• Client sends spam, unsolicited messages, or engages in fraudulent activity
• Client’s 10DLC registration is rejected or suspended by TCR or mobile carriers
• Client fails to comply with TCPA, FCC, or other regulatory requirements
• Mobile carriers block, filter, or report Client’s traffic as spam
• Vertascale receives complaints, cease and desist notices, or legal demands regarding Client’s use of Services
• Client fails to pay fees when due

7.2 Effect of Suspension

During any suspension period, Client will not have access to the Services but remains obligated to pay all applicable fees. Vertascale may reinstate Services upon Client’s cure of the violation or breach and payment of any reinstatement fees.

7.3 Termination

Either party may terminate the Services Agreement as provided in the General Terms and Conditions of Service. Upon termination, Client must immediately cease all use of Vertascale phone numbers and messaging services. Client remains liable for all fees accrued through the effective date of termination.

8. Liability and Indemnification

8.1 Client Indemnification

Client agrees to indemnify, defend, and hold harmless Vertascale, its officers, directors, employees, agents, and affiliates from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising from or related to:

• Client’s use or misuse of the Services
• Client’s violation of any law, regulation, or third-party rights
• Client’s violation of these Terms or the Services Agreement
• Content of messages or calls sent by Client
• TCPA violations, including claims for unsolicited messages or calls
• Violations of Do Not Call regulations
• Spam or fraud complaints
• Failure to obtain proper consent from message or call recipients
• Inaccurate or misleading information provided during 10DLC registration

8.2 Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, VERTASCALE SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL ARISING FROM OR RELATED TO THE SERVICES, EVEN IF VERTASCALE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

VERTASCALE’S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING FROM OR RELATED TO THE SERVICES SHALL NOT EXCEED THE AMOUNTS PAID BY CLIENT TO VERTASCALE IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

8.3 Third-Party Claims

Vertascale is not responsible for actions, decisions, or requirements imposed by third parties, including but not limited to The Campaign Registry, mobile carriers, Direct Connect Aggregators, upstream telecommunications providers, or regulatory authorities. Client acknowledges that registration approvals, message delivery, and service availability may be affected by third-party decisions beyond Vertascale’s control.

9. Privacy and Data Protection

Vertascale’s collection, use, and protection of personal information is governed by our Privacy Policy, which is incorporated into these Terms by reference. Client must comply with all applicable privacy laws and regulations, including obtaining necessary consents for the collection and use of recipient contact information.

Client acknowledges that certain information, including 10DLC registration data, message content samples, and call detail records, may be shared with third parties as necessary to provide the Services and comply with regulatory requirements. See our Privacy Policy for detailed information about data sharing practices.

10. Emergency Services (E911)

VoIP services differ from traditional telephone services. Client acknowledges the following limitations and requirements:

• E911 Location: Client must provide and maintain accurate physical location information for all phone numbers used with the Services. Failure to do so may prevent emergency services from locating callers.
• Internet Dependency: VoIP services require internet connectivity. If internet service is unavailable, 911 calls may not complete.
• Power Dependency: VoIP services require electrical power. In the event of a power outage, 911 calls may not complete unless backup power is available.
• Update Obligation: Client must update E911 location information within 24 hours of any change in service location.
• Alternative Plans: Client should have alternative arrangements for accessing emergency services during service outages.

CLIENT ACKNOWLEDGES THAT VERTASCALE IS NOT LIABLE FOR ANY INABILITY TO ACCESS EMERGENCY SERVICES DUE TO SERVICE OUTAGES, INACCURATE LOCATION INFORMATION, OR OTHER CIRCUMSTANCES BEYOND VERTASCALE’S CONTROL.

11. Modifications to Terms

Vertascale reserves the right to modify these Terms at any time. We will provide notice of material changes by email or through the Services. Client’s continued use of the Services after any such changes constitutes acceptance of the modified Terms. If Client does not agree to the modified Terms, Client must discontinue use of the Services and may terminate the Services Agreement as provided therein.

12. Dispute Resolution and Governing Law

12.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Georgia, without regard to its conflict of law provisions.

12.2 Jurisdiction and Venue

Any legal action or proceeding arising from or related to these Terms or the Services shall be brought exclusively in the state or federal courts located in Hall County, Georgia, and each party irrevocably submits to the exclusive jurisdiction of such courts.

13. Miscellaneous

13.1 Entire Agreement

These Terms, together with the Services Agreement, General Terms and Conditions of Service, and Privacy Policy, constitute the entire agreement between the parties regarding the Services and supersede all prior or contemporaneous understandings or agreements.

13.2 Severability

If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

13.3 Waiver

No waiver of any provision of these Terms shall be deemed or shall constitute a waiver of any other provision, nor shall any waiver constitute a continuing waiver.

13.4 Assignment

Client may not assign or transfer these Terms or any rights or obligations hereunder without Vertascale’s prior written consent. Vertascale may assign these Terms without restriction.

13.5 Force Majeure

Vertascale shall not be liable for any failure or delay in performance due to causes beyond its reasonable control, including but not limited to acts of God, natural disasters, terrorism, labor disputes, upstream carrier failures, internet outages, or government actions.

14. Contact Information

For questions, concerns, or notices regarding these Terms or the Services, please contact:

Vertascale

WARE IT SOLUTIONS, LLC

3 Washington Ave

Gainesville, GA 30501

Website: https://vertascale.com

By using our Services, you acknowledge that you have read, understood, and agree to be bound by these SMS and Phone Outreach Terms and Conditions.