Effective Date: January 1, 2026
Phonexa Holdings, LLC (“Phonexa,” “we,” “us,” or “our”) provides access to its proprietary software applications, including any related features, functionality, updates, content, and services made available through such applications (collectively, the “App” or the “Service”).
These Terms and Conditions of Use (as amended from time to time, the “Terms”) govern your access to and use of the App. By downloading, installing, accessing, or using the App, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree to these Terms, you must not download, install, access, or use the App.
PLEASE READ THESE TERMS & CONDITIONS OF USE CAREFULLY, AS THEY CONTAIN AN AGREEMENT TO ARBITRATE AND OTHER IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. THE AGREEMENT TO ARBITRATE REQUIRES (WITH LIMITED EXCEPTION) THAT YOU SUBMIT CLAIMS YOU HAVE AGAINST US TO BINDING AND FINAL ARBITRATION, AND FURTHER (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST US ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, (2) YOU WILL ONLY BE PERMITTED TO SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ON AN INDIVIDUAL BASIS, AND (3) YOU MAY NOT BE ABLE TO HAVE ANY CLAIMS YOU HAVE AGAINST US RESOLVED BY A JURY OR IN A COURT OF LAW.
TERMS AND CONDITIONS
1. LICENSE GRANT.
This Agreement provides You with a limited, non-exclusive, non-transferable, and non-sublicensable license to download, install, access, and use the App solely for your personal use or your internal business purposes, in each case in accordance with these Terms.
The license granted herein permits You to install and use the App on a device that You own or control, subject to any applicable usage rules or restrictions imposed by the platform or marketplace through which the App is made available.
Except as expressly stated in this Agreement, no rights are granted to You, whether by implication, estoppel, or otherwise.
2. LICENSE RESTRICTIONS.
The foregoing license is limited. You therefore may not (i) use, copy, store, reproduce, transmit, distribute, display, rent, lease, sell, modify, alter, license, sublicense, or commercially exploit the App or any part thereof in any manner not expressly permitted by this Agreement; (ii) reverse engineer, decompile, disassemble, translate, or create derivative works of the App or any part thereof; (iii) access, link to, or use any source code from the App or any part thereof; or (iv) erase or remove any proprietary or intellectual property notice contained in or on the App.
In addition, You acknowledge and agree that exceeding the scope of the license granted herein shall constitute a material breach of this Agreement and shall be grounds for immediate termination of this Agreement.
3. USER OBLIGATIONS.
Subject to Phonexa’s right to monitor or audit compliance, You acknowledge and agree that it is solely Your responsibility to maintain Your compliance with the terms and conditions of this Agreement. By accessing or using the App, You also agree to be responsible for and to abide by all applicable local, state, national, and international laws, regulations, rules, and guidelines with respect to Your use of the App.
In addition, You agree to assume all responsibility for Your use of the App and the results of Your use of the App, including meeting any requirements of Your contracts with third parties or other persons.
4. ADDITIONAL PHONEXA PARTNERSHIP TERMS.
Phonexa Holdings, LLC grants alternative programs. Please refer to the Phonexa Partnership Terms and Conditions for more information about the terms, conditions, and policies that apply to the applicable program and use of the Phonexa platform.
5. PROPRIETARY RIGHTS.
The contents of the App, including all software, design, text, graphics, images, photographs, illustrations, audio, video, artwork, databases, user interfaces, visual interfaces, sounds, presentations in any format, computer code (including source and object code), products, information, and documentation, as well as the design, structure, selection, coordination, expression, “look and feel,” and arrangement of the App (collectively, the “Materials”), unless otherwise indicated, are owned, controlled, or licensed by Phonexa or its licensors.
Any rights granted to You under this Agreement are expressly licensed and not sold. Phonexa does not grant any implied right to You or any other person and does not transfer or assign any ownership or intellectual property interest or title in or to the App or Materials to You or anyone else. Accordingly, Your unauthorized use of the App or Materials may violate intellectual property or other proprietary rights laws as well as other laws, regulations, and statutes.
You must not alter, delete, or conceal any copyright, trademark, or other proprietary notices contained in or on the App or Materials, including notices on any content You access, download, display, or reproduce through the App.
You shall not, nor will You allow any third party (whether or not for Your benefit) to reproduce, modify, create derivative works from, display, perform, publish, distribute, disseminate, broadcast, or otherwise use any Materials without the express prior written consent of Phonexa or its owner, if Phonexa is not the owner.
Phonexa and all other names, logos, and icons identifying Phonexa and its products and services are proprietary trademarks of Phonexa. Any use of such marks, including as application identifiers or account identifiers, without the express written permission of Phonexa is strictly prohibited. Other product and company names referenced in the App may be the trademarks or service marks of their respective owners.
6. MOBILE SERVICES.
The App may include certain services that are available to You via your mobile phone or other mobile device, including the ability to receive communications from Phonexa and to access features and functionality through the App (collectively, “Mobile Services”). Although Phonexa does not charge You for Mobile Services unless expressly stated, your mobile carrier’s normal messaging, data, and other rates and fees will still apply.
Downloading, installing, or using the App and Mobile Services may be prohibited or restricted by your mobile carrier or device manufacturer, and not all Mobile Services may be available on all devices or operating systems. You are responsible for determining whether the App and Mobile Services are supported on your device and for any costs incurred in connection with your use of the App or Mobile Services.
6.1 Screen Capture / User-Generated Content.
The App may include functionality that allows You to capture screenshots or otherwise record content displayed within the App through user-initiated actions on your device (“Screen Capture Content”). The App does not capture screen content automatically, does not record your screen in the background, and does not access or monitor content displayed outside of the App.
Any Screen Capture Content is created solely at Your direction and through Your use of native device functionality. You acknowledge and agree that any information visible within the App at the time of capture may be included in Screen Capture Content.
You are solely responsible for ensuring that You have the legal right to capture, use, store, and share any Screen Capture Content, including any content that may contain personal, confidential, or proprietary information. Phonexa does not review, monitor, or control Screen Capture Content and shall have no responsibility or liability arising from Your creation, use, or sharing of such content.
7. FEEDBACK.
Phonexa welcomes your feedback and suggestions regarding the App or related services or with respect to how to improve the App.
By transmitting any feedback or suggestions and any related information, material, or other content (collectively, “Feedback”) to Phonexa, You represent and warrant that such Feedback does not infringe or violate the intellectual property or proprietary rights of any third party and that You have all rights necessary to convey such Feedback to Phonexa.
Any Feedback received by Phonexa will be deemed to include from You a royalty-free, perpetual, irrevocable, transferable, non-exclusive right and license for Phonexa to adopt, publish, reproduce, disseminate, transmit, distribute, copy, use, create derivative works from, and display such Feedback, in whole or in part, worldwide, in any form, media, or technology now known or later developed, for the full term of any rights that may exist in such Feedback, without additional approval or consideration, and You hereby waive any claim to the contrary.
8. REPRESENTATIONS AND WARRANTIES.
You represent and warrant to Phonexa that (i) You are at least the legal age of majority, (ii) You are authorized to enter into this Agreement, (iii) You will not use the App or any Materials for any purpose or in any manner that violates any applicable law, rule, ordinance, or regulation or infringes on the rights of Phonexa or any third party; (iv) any information or data provided to Phonexa by You in connection with Your use of the App will not violate any law, rule, ordinance, or regulation or infringe on the rights of Phonexa or any third party; (v) all information that You provide to Phonexa in connection with the App is true and accurate; and (vi) You are authorized and able to fulfill and perform the obligations and meet the conditions of a user as specified herein.
9. WARRANTY DISCLAIMERS.
THE APP AND ALL MATERIALS ARE PROVIDED “AS IS” AND “AS AVAILABLE.” PHONEXA DOES NOT WARRANT, GUARANTEE, OR MAKE ANY REPRESENTATIONS REGARDING THE USE, OR THE RESULTS OF THE USE, OF THE APP OR MATERIALS IN TERMS OF AVAILABILITY, ACCURACY, RELIABILITY, CURRENTNESS, COMPLETENESS, FUNCTIONALITY, FITNESS FOR A PARTICULAR PURPOSE, OR OTHERWISE. PHONEXA DOES NOT REPRESENT OR WARRANT THAT THE APP OR MATERIALS WILL OPERATE ERROR-FREE, UNINTERRUPTED, OR IN A MANNER THAT WILL MEET YOUR REQUIREMENTS.
THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE APP IS WITH YOU. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PHONEXA HEREBY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.
10. LIMITATION OF LIABILITY.
Phonexa shall have no obligation to provide You with access to the App.
You acknowledge and agree that Phonexa shall not be liable or responsible for any claim, damage, or loss resulting, directly or indirectly, from any cause beyond Phonexa’s reasonable control, including, without limitation, failure of electronic or mechanical equipment or communication lines, device or carrier failures, unauthorized access, computer viruses, operator errors, acts of God, severe weather, earthquakes, strikes or other labor problems, wars, governmental restrictions, or any claim, damage, or loss arising out of transactions or interactions between You and any third party.
You specifically acknowledge that Phonexa shall not be liable for defamatory, offensive, or illegal conduct of any third party and that the risk of harm or damage from the foregoing rests entirely with You.
IN NO EVENT SHALL PHONEXA BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR LOSS OF DATA, ARISING OUT OF OR IN ANY WAY CONNECTED WITH YOUR USE OF OR INABILITY TO USE THE APP, WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, EVEN IF PHONEXA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
WITHOUT LIMITATION OF THE FOREGOING, PHONEXA’S TOTAL LIABILITY TO YOU FOR ANY CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE APP SHALL NOT EXCEED ONE THOUSAND DOLLARS (US $1,000.00), AS LIQUIDATED DAMAGES AND NOT AS A PENALTY, EVEN IF PHONEXA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION OF LIABILITY SHALL BE COMPLETE AND EXCLUSIVE.
11. INDEMNIFICATION.
You agree to release, discharge, defend, indemnify, and hold harmless Phonexa and its officers, directors, employees, agents, licensors, contractors, service providers, and other parties involved in the development, operation, or distribution of the App (collectively, the “Indemnified Parties”) from and against any and all claims, demands, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to (i) Your use of the App, (ii) Your violation of this Agreement, or (iii) Your violation of any law or the rights of any third party.
You agree that the Indemnified Parties shall have no liability in connection with any such claims, and You further agree to indemnify and hold the Indemnified Parties harmless from and against any and all resulting losses, damages, judgments, awards, costs, expenses, and attorneys’ fees incurred in connection therewith.
12. GOVERNING LAW.
This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of laws principles.
Any legal action or proceeding arising out of or relating to this Agreement or the App that is not subject to arbitration shall be brought exclusively in the state or federal courts located in the State of California, and You hereby consent to the personal jurisdiction and venue of such courts.
Any claim arising out of or relating to this Agreement or the App must be brought within two (2) years after the claim arises, or such claim shall be permanently barred.
You agree that the Uniform Computer Information Transactions Act (UCITA) does not apply to this Agreement.
13. DISPUTE RESOLUTION BY BINDING ARBITRATION.
PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS.
a. Agreement to Arbitrate You and Phonexa agree that any dispute, claim, or controversy arising out of or relating to this Agreement, the App, or Your use of the App, including the interpretation, validity, breach, or termination thereof, shall be resolved exclusively by final and binding arbitration, rather than in court, except that either party may bring an individual claim in small claims court if the claim qualifies. This arbitration agreement applies to all claims, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory. The Federal Arbitration Act (“FAA”) governs the interpretation and enforcement of this arbitration agreement.
b. Prohibition of Class and Representative Actions YOU AND PHONEXA AGREE THAT EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION OR PROCEEDING. Unless both You and Phonexa agree otherwise, the arbitrator may not consolidate more than one person’s claims and may not otherwise preside over any form of class, collective, or representative proceeding.
c. Arbitration Procedure. The arbitration shall be administered by a nationally recognized arbitration provider under its applicable rules in effect at the time the arbitration is initiated, as modified by this Agreement. The arbitrator shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, or formation of this arbitration agreement. The arbitration shall take place in California, unless the parties agree otherwise, and judgment on the arbitral award may be entered in any court of competent jurisdiction.
d. Waiver of Jury Trial BY AGREEING TO ARBITRATION, YOU AND PHONEXA ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
Unless Phonexa and you agree otherwise, any arbitration hearings will take place in a reasonably convenient location for both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, the determination will be made by AAA or the arbitrator. If your claim is for $10,000 or less, Phonexa agrees that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the AAA Rules. If your claim exceeds $10,000, the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator will issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based.
14. NO CLASS ACTIONS.
TO THE EXTENT ALLOWED BY LAW, YOU WAIVE ANY RIGHT TO PURSUE DISPUTES ON A CONSOLIDATED OR CLASSWIDE BASIS; THAT IS, TO EITHER JOIN A CLAIM WITH THE CLAIM OF ANY OTHER PERSON OR ENTITY, OR ASSERT A CLAIM IN A REPRESENTATIVE CAPACITY ON BEHALF OF ANYONE ELSE IN ANY LAWSUIT, ARBITRATION, OR OTHER PROCEEDING. YOU UNDERSTAND THAT BY AGREEING TO THIS CLASS ACTION WAIVER, YOU MAY ONLY BRING CLAIMS AGAINST COMPANY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING.
15. ENFORCEMENT.
Phonexa reserves the right, but does not assume the obligation, to monitor, review, or record activity within the App to ensure compliance with this Agreement and to comply with applicable law, lawful requests, or legal process. You acknowledge that You have no reasonable expectation of privacy with respect to Your use of the App, subject to applicable law and Phonexa’s Privacy Policy.
Actual or attempted unauthorized use of the App may result in civil and/or criminal liability. Phonexa reserves the right to investigate suspected violations of this Agreement and to take any appropriate legal action, including, without limitation, cooperating with law enforcement authorities and pursuing civil remedies under applicable law.
16. PRIVACY.
Please review our privacy policy at Privacy Policy (“Privacy Policy”.) The terms of the Privacy Policy are incorporated into and considered a part of these Terms of Use.
17. PHONEXA NOTICE FOR ELECTRONIC SIGNATURES, RECORDS, AND DISCLOSURES (“E-CONSENT”)
Please read this information carefully. In order to offer you a service, you may be required to use and accept electronic signatures, records, and disclosures. By accepting this E-Consent Notice, Phonexa may interact with you electronically, including sending you electronic notices related to your interactions and transactions. By accepting this E-Consent Notice, you are also consenting to enter into binding legal obligations via electronic signatures, which are as valid and binding as signatures on paper
18. TERMINATION.
Phonexa may, in its sole discretion, suspend or terminate Your access to the App at any time and for any reason, including, without limitation, if Phonexa reasonably believes that You have violated this Agreement or applicable law, or that Your use of the App poses a risk to Phonexa, other users, or third parties.
You may discontinue use of the App at any time by uninstalling the App from Your device. Termination or suspension of access shall not relieve You of any obligations accrued prior to such termination, nor shall it limit any rights or remedies available to Phonexa under this Agreement or applicable law.
Upon termination of this Agreement or Your access to the App for any reason, the license granted to You under this Agreement shall immediately cease, and You must discontinue all use of the App.
19. MISCELLANEOUS.
19.1 Entire Agreement.
This Agreement constitutes the entire agreement between You and Phonexa relating to the App and supersedes all prior or contemporaneous agreements, communications, and proposals, whether oral or written, between You and Phonexa relating to the App.
19.2 Severability.
If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court or arbitrator of competent jurisdiction, such provision shall be enforced to the maximum extent permissible, and the remaining provisions of this Agreement shall remain in full force and effect.
19.3 Waiver.
No waiver of any provision of this Agreement shall be deemed a further or continuing waiver of such provision or any other provision, and Phonexa’s failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision.
19.4 Assignment.
You may not assign or transfer this Agreement, by operation of law or otherwise, without Phonexa’s prior written consent. Any attempted assignment in violation of the foregoing shall be null and void. Phonexa may assign this Agreement without restriction.
19.5 Notices and Electronic Communications.
By using the App, You consent to receive communications from Phonexa electronically, including notices, disclosures, and other communications delivered through the App, by email, or by posting within the App. You agree that all agreements, notices, disclosures, and other communications that Phonexa provides to You electronically satisfy any legal requirement that such communications be in writing.
19.6 Changes to This Agreement.
Phonexa reserves the right to modify or update this Agreement at any time in its sole discretion. Any changes will be effective upon posting within the App or otherwise making the updated Agreement available to You. Your continued use of the App after such changes become effective constitutes Your acceptance of the revised Agreement.
19.7 No Third-Party Beneficiaries.
Except as expressly provided otherwise in this Agreement, there are no third-party beneficiaries to this Agreement, and nothing in this Agreement shall be deemed to confer any rights or remedies upon any third party.
19.8 Survival.
All provisions of this Agreement which by their nature should survive termination, including but not limited to provisions relating to proprietary rights, warranty disclaimers, limitation of liability, indemnification, dispute resolution, governing law, and miscellaneous provisions, shall survive termination of this Agreement.
19.9 Headings.
The headings used in this Agreement are for convenience only and shall not affect the interpretation of this Agreement.
