Last Updated: March 2024
In the following terms and conditions (referred to as "Terms" or "Agreement" or "Terms of Service"), "AON System Inc.," "we," "us," "our" refer to AON System Inc., an Illinois corporation, located at Worth Grove, IL 60083, United States. The terms "you," "your," or "Customer" refer to you. If you are using the Services on behalf of an organization, then you acknowledge that you bind that organization to the Terms and Conditions (Terms of Service) and the Agreement, and that the term "Customer" refers to the organization. The exception to this is if that organization has a separate written agreement with AON System Inc. regarding the use of the Services, in which case that agreement will govern such use. AON System Inc. or Customer may also be referred to in these Terms individually as "party" and together as "parties." To be eligible to use the Services, you must review and accept these Terms of Service.
The term "Services" refers to all products and services that are used by you, ordered by you, or provided to you on a trial basis, donation, or free of charge. Services may include products and services that provide both (1) platform services, including access to the web-based portal or application programming interface ("AON System API") and (2) where applicable, connectivity services that link the Services to telecommunications providers' networks.
By registering for an account or using the Services (the first date on which either occurs, the "Effective Date"), either through an Order Form or provided on a trial basis, you (and your organization, if applicable) agree to be legally bound by the Agreement, including any updates. Please review the agreement thoroughly. By accessing or using the website, platform services, or AON System API, you acknowledge that you have read, understood, and agree to be bound to all the Terms and Conditions. If you do not agree to these terms, please exit this page and do not access or use the Services.
We may, in our sole discretion, modify the Terms and Conditions from time to time. Such changes are effective upon posting on aonsystem.com, under the link: "Terms and Conditions." The revised terms will supersede prior versions. By signing up for the Service or continuing to access and use the Service, you agree to such modifications. Therefore, you should review the Terms and Conditions prior to each use of the Service. If you do not agree to the updated version of these Terms, do not continue to use the Service.
These Terms of Service ("Terms") commence upon your acceptance and remain in effect until terminated by you or AON System Inc. Either party may terminate these Terms of Service and use of any or all Services for any reason with immediate effect. We may suspend your right and license to use any or all Services in their entirety for any reason or no reason, at our discretion, by providing seven (7) days' advance notice. If AON System Inc. determines that issuing advance notice would negatively impact its ability to provide Services, AON System Inc. may suspend your right and license to use any or all Services or terminate these Terms of Service without notice.
If you have entered into custom agreement(s), contract(s), or order form(s) with AON System Inc., then:
Beginning on the Service Commencement Date, you will pay the applicable charges for each Service as specified in the relevant Service Order. You are responsible for all taxes related to such charges, as well as any payphone, toll-free origination, SMS/MMS carrier fees, or other charges billed by any underlying carrier or provider (each, a "Pass-Through Charge"). Such Pass-Through Charges are separate and not included in any minimum revenue commitment, where applicable.
Monthly recurring charges (MRCs) for phone numbers, DIDs, and Toll-Free Numbers will be invoiced monthly in advance, with a minimum term of ninety (90) days (excluding any partial proration). Non-recurring charges will be invoiced in advance and are due prior to the Service Commencement Date. You agree to maintain sufficient funds on deposit with AON System Inc. to cover charges as they arise (unless otherwise provided in a Service Order, the "Due Date"), and hereby authorize AON System Inc. to immediately deduct any incurred charges from such deposit.
If at any time your deposit is insufficient to cover the charges due, you must immediately deposit an amount sufficient to cover the shortfall. AON System Inc. reserves the right to suspend Services in the event your account shows a negative balance.
Any billing dispute or request for adjustment must be submitted in writing and in good faith within fifteen (15) days of the invoice date. Your request must include detailed documentation to justify the requested adjustment. You agree to pay the undisputed portion of any invoice within the timeframes described in this section. If not paid on time, a late fee of the lesser of 1.5% per month or the maximum rate permitted by applicable law will apply to all overdue amounts.
The parties agree to negotiate in good faith to resolve any billing dispute within thirty (30) days. If resolved in favor of AON System Inc., or if not resolved within thirty (30) days, you must pay the disputed amount within five (5) days of resolution or expiry of the resolution period, as applicable. If resolved in your favor, AON System Inc. will apply any resulting credit to a subsequent invoice. You agree to pay all reasonable out-of-pocket collection costs under this Agreement, including attorneys' fees, regardless of whether AON System Inc. initiates formal legal action.
If you fail to pay the charges specified in any invoice by the Due Date, AON System Inc. reserves the right to immediately suspend all or part of the Services until full payment (including applicable fees and penalties) has been received.
AON System Inc. may, upon written notice, impose a Monthly Credit Limit. Once in place, you may not use any Service or combination of Services if doing so would result in monthly recurring charges that exceed the limit. If you are delinquent in your payments, or if AON System Inc. reasonably determines that your financial condition has changed adversely, we may require additional security in the form of a cash deposit or letter of credit. You must provide such security within ten (10) days of AON System Inc.'s written request.
AON System Inc. reserves the right to offset any amounts owed to you against any amounts you owe to AON System Inc., whether under this or any other agreement, current or future.
All fees are exclusive of any applicable taxes, duties, levies, or other similar exactions imposed by a legal, governmental, or regulatory authority in any applicable jurisdiction, including, without limitation, sales, use, communications, consumption, value-added, or withholding taxes (collectively, "Taxes"). You will pay all Taxes associated with these Terms, excluding any taxes based on our net income, property, or employees. If you are required by applicable law to withhold any Taxes from payments owed to AON System Inc., you will reduce or eliminate such withheld Taxes upon receipt of the appropriate tax certificate or documentation provided by us. You will supply us with proof of payment of any withheld Taxes to the appropriate authority.
All fees are exclusive of any applicable communications service or telecommunication provider (e.g., carrier) fees or surcharges (collectively, "Communications Surcharges"). You will pay all Communications Surcharges associated with your use of the Services.
You must notify us in writing if you dispute any Communications Surcharges, fees, or Taxes paid or payable under these Terms. If you dispute any Communications Surcharges, fees, or Taxes, you must act reasonably and in good faith and cooperate diligently with us to resolve the dispute. You must provide such notice to AON System Inc. within sixty (60) days of the date we invoice you for the disputed amounts, and the parties will work together in good faith to resolve the matter promptly.
If you are exempt from paying certain Taxes or Communications Surcharges, you must provide the necessary exemption information requested by us, or a valid exemption certificate issued by the appropriate authority, by sending it via email to info@aonsystem.com. You will only be exempt on a going-forward basis after we review and approve your exemption documentation. If the appropriate authority later determines that you are not exempt from any applicable Taxes or Communications Surcharges, you agree to promptly pay such amounts to us, including any applicable interest or penalties.
AON System Inc. exclusively owns and reserves all rights, title, and interest in and to the Services, the Documentation, our Confidential Information (as defined below), and any data (in anonymized or aggregated form that does not identify you, your end users, or any natural person) generated or derived from the use or operation of the Services, including, but not limited to, volumes, frequencies, bounce rates, and performance results for the Services.
As between the parties, you exclusively own and reserve all rights, title, and interest in and to each Customer Application, your Confidential Information, and Customer Data, subject to AON System Inc.'s rights to use and disclose Customer Data in accordance with these Terms.
"Confidential Information" means any information or data, regardless of whether it is in tangible form, disclosed by either party ("Disclosing Party") to the other party ("Receiving Party") that is regarded as confidential or proprietary or that should otherwise be reasonably understood to be confidential given the nature of the information and the circumstances surrounding disclosure. This includes, without limitation, any Order Form(s), Customer Data, Documentation, audit reports, customer lists, security reports and attestations, pricing, phone numbers, plans, concepts, processes, designs and other strategies, "know-how," trade secrets, developments, affairs, personnel, financial, and other business information, technical documentation, and materials of the Disclosing Party and its Affiliates.
Each party agrees that it will not use, copy, or record the Confidential Information except as necessary to exercise its rights or fulfill its obligations under these Terms of Service. The parties will not disclose any Confidential Information to any third party unless such disclosure is permitted in writing. Each party will protect the confidentiality of the Confidential Information with at least the same level of care it uses to protect its own confidential information of a similar nature, but in no event less than a reasonable standard of care.
Confidential Information does not include any information that:
The Receiving Party acknowledges that the Confidential Information is valuable to the Disclosing Party and that monetary damages alone may not be an adequate remedy for unauthorized use or disclosure. Therefore, injunctive or other equitable relief may be appropriate in addition to monetary damages.
The obligations under this Confidentiality clause will remain in effect for the duration of these Terms of Service and for a period of three (3) years following their termination.
Notwithstanding the foregoing, you may be given access to AON System Inc.'s Confidential Information through the App, Website, or use of the Services. You may not disclose AON System Inc.'s Confidential Information to any third party without AON System Inc.'s prior written consent. You must protect AON System Inc.'s Confidential Information with at least the same degree of care you use for your own Confidential Information, but no less than reasonable care.
You may have entered into separate nondisclosure agreements, pricing agreements, or order form(s) with AON System Inc. governing specific disclosures. To the extent the terms governing a specific disclosure are more restrictive than the terms in this clause, the more restrictive terms shall apply to that disclosure.
IN NO EVENT WILL THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATED TO THESE TERMS EXCEED THE AMOUNTS PAID OR PAYABLE BY YOU UNDER THESE TERMS FOR THE SERVICES GIVING RISE TO THE LIABILITY DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE. THE FOREGOING LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY.
You grant AON System Inc. the right to use your name, logo, and a description of your use case to reference you on our website, in earnings releases, and in marketing and promotional materials, subject to your standard trademark usage guidelines as provided to us.
All calls to the U.S. and Canada are billed in sixty-second (60) increments, with a sixty-second (60) minimum. When Direct Inward Dialing (DID) and toll-free telephone numbers are available, AON System Inc. will provide access to them.
A "Short Duration" call is defined as a call with a duration of six (6) seconds or less (note: this threshold may vary depending on jurisdiction). Please notify AON System Inc. if you intend to exchange Short Duration traffic. Short Duration traffic is subject to a surcharge of $0.01 per call, in addition to all other applicable charges. At its sole discretion, AON System Inc. may migrate Short Duration traffic to an alternate platform.
This section applies if you use, have ordered, or are provided SMS/MMS messaging services from AON System Inc., including any services provided on a trial, donation, or no-cost basis.
You acknowledge and agree that messages to or from you, your end users, customers, or subscribers may be blocked by carriers or other service providers for reasons known or unknown to AON System Inc.. AON System Inc. is under no obligation to investigate or remedy any such message blocking. AON System Inc. and its vendors do not guarantee the delivery of any messages for any reason. You are responsible for ensuring continuous IP connectivity to receive messages from AON System Inc..
If you use Short Codes, defined as 5- or 6-digit numbers representing either the originating or terminating end of an SMS conversation, the following applies. Short Codes are tied to one or more Campaigns, which are one-way or two-way SMS interactions that users opt in to receive. Campaigns are linked to Short Codes, and AON System Inc. reserves the right to approve or reject any Campaign, or suspend services related to any rejected Campaign at its sole discretion.
This section applies if you purchase toll-free services, including toll-free termination, toll-free origination, or toll-free messaging services.
AON System Inc. shall serve as the Responsible Organization ("RespOrg") for managing and administering your account in the Toll-Free Service Management System Database. As RespOrg, AON System Inc. is responsible only for coordinating data entry, managing record modifications, and handling troubleshooting and referral escalations.
You agree to take any reasonably requested actions to help AON System Inc. meet its regulatory and industry obligations in this capacity. Toll-free number reservations are limited by capacity and are available on a first-come, first-served basis. AON System Inc. assumes no responsibility for reservation unavailability.
In accordance with the Acceptable Use Policy (AUP), you are strictly prohibited from using toll-free services to contact 911 or other emergency services.
YOU SHALL INDEMNIFY AND HOLD HARMLESS AON SYSTEM INC. FROM ANY AND ALL CLAIMS, EXPENSES, LIABILITIES, LOSSES, OR DAMAGES (INCLUDING ATTORNEYS' FEES AND EXPENSES) RESULTING FROM YOUR FAILURE TO COMPLY WITH THESE TERMS.
This section applies if you purchase Location Routing Number (LRN) or other database-related services, including those based on the LERG, CNAM, SCP, or similar databases.
You represent and warrant that:
If AON System Inc.'s agreement with NPAC is terminated for any reason, AON System Inc. may immediately terminate the affected Services by providing you written notice.
You acknowledge that you do not acquire any rights, titles, or interests in any data contained within the databases associated with these Services.
AON System Inc. may terminate the Agreement, any individual Service, or both immediately if you:
Either party may terminate these Terms and close all associated accounts for any reason by providing thirty (30) days' written notice to the other party. However, if there is an active Order Form, these Terms will remain in effect until the Order Form has either expired or been terminated in accordance with its terms.
Additionally, either party may terminate the Agreement or any Service Order immediately upon written notice if the other party:
Termination becomes effective upon delivery of written notice to the breaching party. The "Remedy Period" is defined as ten (10) days for the Customer and ninety (90) days for AON System Inc..
You acknowledge that upon expiration or termination of the Agreement or any Service Order, AON System Inc. is under no obligation to continue providing Services to you. You further agree to facilitate an orderly and timely transition of services to another provider and/or route.
Despite any termination or suspension, you remain bound by the following provisions of these Terms of Service:
Additionally, termination does not relieve you of your obligation to retain any numbering resources for a minimum of ninety (90) days from the subscription date.
From time to time, AON System Inc. may, at its discretion, issue promotional, usage, or other credits. If not used within six (6) months of issuance, AON System Inc. reserves the right to revoke such credits without liability.
At its sole discretion, AON System Inc. may terminate these Terms and close all of your accounts if you commit a material breach of these Terms and fail to cure such breach within fifteen (15) days after receiving written notice.
Likewise, you may terminate these Terms if AON System Inc. commits a material breach and fails to cure it within fifteen (15) days following your written notice.
Subject to applicable law, either party may immediately terminate these Terms and close all accounts by providing written notice if the other party enters liquidation, initiates dissolution proceedings, undergoes receivership, ceases business operations, assigns assets for the benefit of creditors, or becomes the subject of bankruptcy or similar proceedings.
Neither party shall be held liable for any delay or failure in performing its obligations under the Agreement if caused by events beyond reasonable control, including but not limited to:
A party affected by a force majeure event must promptly notify the other party and make commercially reasonable efforts to mitigate the effects and resume performance as soon as possible.
Force majeure does not relieve you of your responsibility to pay AON System Inc. for Services rendered prior to or during the force majeure event, including any charges accrued due to continued use of the Services during such period.
AON System Inc. provides the Services, including any related software and technology, for ultimate U.S. federal government end use solely in accordance with these Terms. If you or your organization are an agency, department, or entity of any government, use, duplication, reproduction, release, modification, disclosure, or transfer of the Services or any related documentation—including technical data, software, and manuals—is restricted by these Terms. All other use is prohibited. No rights are conferred other than those explicitly granted in these Terms of Service. The Services were developed entirely at private expense.
If you have a dispute with AON System Inc. or questions regarding these Terms of Service, please contact our Customer Support team at hello@aonsystem.com. Most issues can be resolved through direct communication with our support personnel.
If a dispute, claim, or controversy relating to these Terms or the Services (collectively, a "Dispute") cannot be resolved by support personnel, then each party agrees that senior representatives will enter into good-faith negotiations in an effort to amicably resolve the matter.
Any billing dispute or request for adjustment must be submitted in good faith, in writing, within fifteen (15) days of the invoice date. Requests must include detailed supporting documentation to justify the basis for any adjustment. You agree to pay all undisputed amounts by the due date; failure to do so will result in interest charges of 1.5% per month or the highest amount allowed under applicable law, whichever is greater.
The parties shall negotiate in good faith to resolve any billing dispute within thirty (30) days of submission. If resolution favors AON System Inc., or if the parties fail to reach a mutual agreement within that thirty-day window, you agree to pay the previously disputed amount within five (5) days of such outcome. If the resolution favors you, any credit due will be applied to your next invoice.
You also agree to pay, on demand, all reasonable costs of collection, including attorneys' fees, whether or not formal legal proceedings are initiated, if AON System Inc. incurs such expenses to recover outstanding amounts.
In the event that invoice charges are not paid in full by the due date, AON System Inc. reserves the right to suspend all or part of your Services immediately until full payment, including any applicable late fees or penalties, is received.
For clarity, AON System Inc. may issue backdated invoices for unpaid balances, penalties, fines, or other charges from previous billing periods not previously invoiced.
For questions about these Terms of Service, please contact us at: