eFax Developer™ Customer Agreement
These Terms of Service are effective on May 25, 2018, for current administrators and users, and upon acceptance for new administrators and End users.
1. Consensus Cloud Solutions TERMS OF SERVICE
This Agreement is between you ("you" or "your"), as an authorized user of the eFax Corporate® services described in Section 2 below (the "Corporate Service(s)" or the "Service(s)"), and Consensus Cloud Solutions, LLC. ("Consensus US"), a Delaware corporation, and/or Consensus Cloud Solutions International Ltd ("Consensus Ireland"), an Irish corporation (each, the "Company"), as specified in the following paragraph, and governs the terms and conditions of your use of the Services.
Your Services are provided to you and you are legally a customer of (i) Consensus US if you are issued a Service telephone number that is local to the U.S. or Latin America and (ii) Consensus Ireland if you are issued a Service telephone number that is outside of the U.S. and Latin America. You will receive your billing statements, however, from Consensus US if you reside in the U.S. or Latin America and from Consensus Ireland if you reside outside of the U.S. and Latin America.
The Services are provided to Customers under the terms and conditions of this Terms of Service and all operating rules, policies, price schedules, and other supplemental documents referred to in this CUSTOMER AGREEMENT or published from time to time by the Company (collectively, the "CUSTOMER AGREEMENT"). This CUSTOMER AGREEMENT (which includes the supplemental documents which are expressly incorporated herein) comprises the entire agreement between Customer and the Company and supersedes all prior agreements between the parties regarding the subject matter contained herein. Notwithstanding the foregoing, Customer's use of any software provided by the Company and related to the Service(s) shall be pursuant to a separate agreement governing Customer’s use of such software. BY COMPLETING THE REGISTRATION PROCESS AND CLICKING THE "I ACCEPT" BUTTON, CUSTOMER IS INDICATING ITS AGREEMENT TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS CUSTOMER AGREEMENT.
1.1 CUSTOMER'S END USERS
CUSTOMER AGREES THAT IT IS RESPONSIBLE FOR ALL INDIVIDUAL END USERS, INCLUDING ADMINISTRATORS AS DEFINED BELOW, WHO ACCESS AND/OR USE THE SERVICE THROUGH CUSTOMER’S CORPORATE ACCOUNT ("End Users"). Accordingly, the terms, conditions, restrictions and obligations of this CUSTOMER AGREEMENT applicable to Customer (excluding Customer’s payment obligations to the Company) shall be construed also to apply to all Customer’s End Users, and Customer shall be liable for any breach hereof by any of Customer’s End Users. Customer understands and agrees that Customer will have the ability to access all Customer’s End Users' account activity, including Customer’s altering the configuration of Customer’s End Users' accounts. Customer will provide to Customer’s End Users all due notices and information regarding Customer’s ability to access, view and control Customer’s End Users' use of the Service; and Customer will provide Customer’s End Users with sufficient written instruction to ensure Customer’s End Users use the Service in compliance with the terms, conditions, obligations and restrictions set forth herein. Customer acknowledges and agrees that the Company's "free" services, such as eFax Free® and jConnect Free and eVoice Free® ("Free Services") are for PERSONAL, NON-COMMERCIAL USE ONLY. The Company is permitted from time-to-time to audit Customer’s use ofthe Company's Free Services by comparing Customer’s internal email domain name extensions with the email domain name extensions associated with the Company's Free Service accounts. Customer agrees to provide the Company upon request with a list of all of domain name extensions used by Customer for its internal email, and to update that list from time-to-time as domain name extensions are added or deleted. In the event the Company discovers that any Free Service account has an email domain name extension identical to any of Customer’s internal email domain name extensions, the Company will notify Customer and Customer will be required to either terminate the violating Free Service account or add that account to their account under this CUSTOMER AGREEMENT. Customer agrees to this CUSTOMER AGREEMENT) at the pricing applicable under this CUSTOMER AGREEMENT.
1.2 CUSTOMER'S ADMINISTRATOR
Once Member’s eFax Corporate® account is activated, the Company will automatically send by email, a unique Corp ID and password to the individual designated by Member in the registration process as Member’s administrative contact (the “Administrator”). The Administrator can access eFax Corporate’s Web-based administrative tool using the Corp ID and password at the Web site designated by the Company (the “Administrative tool”). Through the Administrative Tool, the Administrator can assign, reassign or unassign Service telephone numbers to Member's Users. Member acknowledges and agrees that all Service telephone numbers assigned, reassigned or unassigned through the Administrative Tool shall be deemed to be active accounts for billing and all other purposes under this ETS. In order to remove a Service telephone number from Member’s account, and thereby avoid charges for that account, Member must send an email to [email protected] requesting the removal (deactivation) of said Service telephone number. If you begin the sign up process for the eFax Corporate service process but fail to complete the process, the Company may contact you in an effort to help you sign up for the services or other Company services that may be of interest. You hereby authorize the Company to make such contact, even if you ultimately determine not to sign up for the Service.
2. DESCRIPTION OF SERVICES
The Company is providing Member with a capability to send and receive fax documents using electronic mail ("email") pursuant to the terms set forth herein. Member must: (1) provide all equipment necessary to receive email; (2) provide its own email address to which the fax documents will be routed; and (3) provide for its own access to an email service and pay any access, service or other fees associated with such email services.
2.1 DESCRIPTION AND PRICE OF CORPORATE SERVICE
The Corporate Service currently known as "eFax Corporate" is described here. The price schedule for this Corporate Service, which is incorporated herein by this reference, is available here. EXCEPT AS OTHERWISE AGREED, YOU ACKNOWLEDGE THAT BY USING THE CORPORATE SERVICE YOU ARE AGREEING TO A MINIMUM $100 PER MONTH SERVICE COMMITMENT PER ACCOUNT.
If you signed up for the thirty (30) day trial offer, the activation fee and the subscription fee will be waived for any DID’s added in the first thirty days from account creation. For DID’s added after the first thirty days, you will be charged a $13.95 activation fee for all DID’s and $13.95 subscription fee for local DID’s and a $15.95 subscription fee for toll-free DIDs. As part of this trial offer, you will receive a one-time credit of $50 against your send usage which will expire sixty days following account creation. If you exceed the one-time $50 credit, you will be charged for any overage above the $50 credit. Also, as part of this trial offer, each DID will receive one hundred (100) inbound pages aggregated across the entire account and inbound overage will be charged at $0.10 per page and outbound overage will be charged at the rates set forth here.
In addition to the Corporate Service, Customer has the option to order one of the Company's secure Corporate Services, "eFax Secure™" or TLS encryption. Please note that a Customer is unable at this time to order both eFax Secure and TLS encryption. Through eFax Secure, Customer receives the same services as eFax Corporate except that an email notification is sent upon receipt of a fax, which contains a secure link to access the fax from a secure 128 SSL bit encrypted storage Inbox dedicated for that telephone number. TLS encryption service enables the Company to route faxes to Customer through encrypted secure email. It ensures that all faxes sent to Customer through the Corporate Service will be routed through a single gateway and will be encrypted as they pass across the Internet. SMTP over TLS (SSL over SMTP) is implemented using the Extended SMTP (E-SMTP) protocol, and is detailed in RFC 3207. The Company TLS transmissions use enforced TLS via an X.509 certificate exchange. The use of TLS is negotiated between SMTP servers by use of a single Service Extension to SMTP, known as STARTTLS. If the request is accepted, the two servers will validate each other's certificates and the channel then becomes encrypted. After this point, all communications between the servers will be private. For inbound faxing, Customer’s MTA (Mail Transfer Agent) provides its server certificate for authentication. For outbound faxing, the Company's MTA supplies its server certificate for authentication.
An additional $2 service fee (above and beyond standard eFax Corporate fees) applies for each Service Telephone Number on an eFax Secure Account.
The following additional service fees (above and beyond standard eFax Corporate fees) apply for TLS encryption:
Monthly License Fee per Account
The Company and Customer acknowledge and agree that Customer may be porting certain telephone numbers from Customer’s current telecommunications carrier(s) to the Company‘s telecommunications carrier(s) to be placed in the Company’s name (“Ported DIDs”-Direct Inward Dial). the Company’s charges for these Ported DIDs depend on their location and quantity.
For United States locations, ports are priced based on the quantity of numbers being billed. For blocks of at least 100 DIDs, where an entire range from XX00 to XX99 are being ported (“block ports”), there is a one-time administrative fee of $3.00 for each Ported DID, which will be invoiced on the monthly bill for the month in which Customer makes the request to port. In the event Customer requests that any such Ported DIDs be ported back to Customer, Customer will pay the Company a fixed administrative fee of $100.00, plus $3.00 per Ported DID requested to be ported back to Customer
For United States locations that are not block ports, there is a one-time administrative fee of $15.00 for each Ported DID, which will be invoiced on the monthly bill for the month in which Customer makes the request to port. In the event Customer requests that any such Ported DIDs be ported back to Customer, Customer will pay the Company a fixed administrative fee of $100.00, plus $15.00 per Ported DID requested to be ported back to Customer.
For non-United States locations, ports must be priced on a case by case basis. The Company shall send in writing the cost of any port to Customer prior to initiating the port. The Customer can choose to agree in writing to this fee and move forward with the port or decline to port the numbers. The fee will be invoiced on the monthly bill for the month in which Customer makes the request to port. In the event Customer requests that any such Ported DIDs be ported back to Customer , the Company shall identify in writing the fee and Customer shall agree in writing to pay the Company this fee.
Customer shall not delete from their account Ported DIDs during the Term of the Agreement.
Upon termination of this Agreement (other than termination due to a Default by Customer ), the Company agrees, following receipt of a written request from Customer send to [email protected] and received within 60 days of the termination date, to use commercially reasonable efforts to transfer back the Ported DIDs to a telecommunications provider designated by Customer. In the event Customer fails to request to port any Ported DIDs back to Customer within thirty (30) days of the termination of this Agreement, Customer shall no longer have a right to have any Ported DIDs ported back to it.
CUSTOMER ALSO UNDERSTANDS AND AGREES THAT CUSTOMER WILL HAVE USE OF THE TELEPHONE NUMBER(S)(DIDs) THAT ARE PROVIDED AS PART OF THE SERVICES ONLY UNTIL THE END OF THE TERM OF THEIR AGREEMENT WITH THE COMPANY OR UNTIL THE COMPANY NO LONGER PROVIDES THEM WITH SERVICES, EXCEPT IF THEY SATISFY THE REQUIREMENTS FOR PORTED DIDS SET FORTH ABOVE. THE COMPANY IS GRANTING CUSTOMER THE REVOCABLE PERMISSION TO USE SUCH DID(S) IN ACCORDANCE WITH THIS AGREEMENT FOR THE LENGTH OF THE TERM OF THE AGREEMENT. CUSTOMER UNDERSTANDS AND AGREES THAT THE COMPANY IS THE CUSTOMER OF RECORD OF ALL DID(S) PROVIDED AS PART OF THE SERVICES AND, THEREFORE, THE COMPANY HAS CERTAIN RIGHTS WITH RESPECT TO THE DID(S), INCLUDING WITHOUT LIMITATION CERTAIN RIGHTS RELATING TO PORTING OF THE NUMBER(S) ("PORTING" IS CAUSING OR ATTEMPTING TO CAUSE NUMBER(S) TO BE TRANSFERRED, SWITCHED, OR OTHERWISE MOVED TO ANY OTHER SERVICE PROVIDER, TELEPHONE CARRIER OR ANY OTHER PERSON OR ENTITY). AS THE CUSTOMER OF RECORD FOR THE TELEPHONE NUMBER(S), THE COMPANY HAS A DIRECT RELATIONSHIP WITH THE TELEPHONE COMPANY THAT PROVIDES THE UNDERLYING TELECOMMUNICATIONS THAT SUPPORT THE SERVICES YOU RECEIVE FROM THE COMPANY.
CUSTOMER UNDERSTANDS AND AGREES THAT THE COMPANY IS NOT, ITSELF, A TELEPHONE COMPANY AND THEREFORE THE COMPANY IS NOT UNDER ANY LEGAL OBLIGATION TO PERMIT CUSTOMER TO PORT ANY TELEPHONE NUMBER(S) PROVIDED AS PART OF THE SERVICE UNLESS THEY ARE PORTED DIDS AND CUSTOMER SATISFIES THE REQUIREMENTS SET FORTH ABOVE. CUSTOMER UNDERSTANDS AND AGREES THAT CUSTOMER IS EXPRESSLY PROHIBITED FROM CAUSING OR ATTEMPTING TO CAUSE SUCH DID(S) TO BE TRANSFERRED TO ANY OTHER SERVICE PROVIDER, TELEPHONE CARRIER OR ANY OTHER PERSON OR ENTITY UNLESS THEY ARE PORTED DIDS AND CUSTOMER SATISFIES THE REQUIREMENTS SET FORTH ABOVE. IN THE EVENT CUSTOMER VIOLATES THE FOREGOING PROVISION, CUSTOMER AGREES TO IMMEDIATELY RETURN THE DID(S) TO THE COMPANY AND PAY THE COMPANY AN AMOUNT EQUAL TO US $500 (OR THE EQUIVALENT IN LOCAL CURRENCY). CUSTOMER AUTHORIZES THE COMPANY TO CHARGE THE CREDIT CARD ON FILE FOR CUSTOMER’S ACCOUNT OR TAKE ANY OTHER MEASURES REQUIRED TO COLLECT THIS PAYMENT AND TO CAUSE THE DID(S) TO BE SO RETURNED. CUSTOMER AGREES THAT THIS PAYMENT REPRESENTS LIQUIDATED DAMAGES REFLECTING A REASONABLE MEASURE OF THE ACTUAL OR ANTICIPATED HARM, DAMAGES CAUSED, AND ADMINISTRATIVE FEES INCURRED BY THE COMPANY FROM SUCH VIOLATION IN LIGHT OF THE DIFFICULTIES OF PROOF OF THE COMPANY’S LOSS AND THAT THIS PAYMENT IS NOT A PENALTY. SOME NON-US JURISDICTIONS DO NOT ALLOW LIMITATIONS TO BE PLACED ON CUSTOMER’S RIGHT TO PORT THE DID ASSIGNED TO YOU, SO SOME OF THESE LIMITATIONS MAY NOT APPLY IF CUSTOMER OR THE DID(S) ASSIGNED TO CUSTOMER ARE LOCATED IN SUCH A JURISDICTION. CUSTOMER UNDERSTANDS AND AGREES THAT FOLLOWING THE TERMINATION OF SERVICE FOR ANY REASON, THE DIDs PROVIDED BY THE COMPANY AS PART OF THE SERVICES AND ANY PORTED DIDS WHICH CUSTOMER FAILS TO REQUEST TO PORT AS SET FORTH ABOVE MAY BE RE-ASSIGNED IMMEDIATELY TO ANOTHER CUSTOMER, AND CUSTOMER AGREES THAT THE COMPANY WILL NOT BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING BUT NOT LIMITED TO DIRECT, INDIRECT, CONSEQUENTIAL OR SPECIAL DAMAGES) ARISING OUT OF ANY SUCH RE-ASSIGNMENT, AND CUSTOMER HEREBY WAIVES ANY CLAIMS WITH RESPECT TO ANY SUCH RE-ASSIGNMENT, WHETHER BASED ON CONTRACTUAL, TORT OR OTHER GROUNDS, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES.
2.2 PAYMENT FOR CORPORATE SERVICE
a. Customer agrees to pay all charges for the Corporate Services to which Customer subscribes at the prices and upon the terms set forth in this CUSTOMER AGREEMENT (including all documents incorporated herein) and as updated from time to time by the Company. Customer’s payment obligation for the Corporate Services shall accrue on the date CUSTOMER AGREEMENT is agreed to by Customer (whether or not Customer has provisioned telephone numbers to its End Users or otherwise initiated use of the Services). All charges will be exclusive of value added tax ("VAT"), sales tax or other taxes, except as required by law. The Company reserves the right to change prices or institute new charges for access to or use of Corporate Services at any time upon not less than thirty (30) days' notice to Customer. All changes will be posted on the Enterprise.eFax.com World Wide Web site, and such posting shall be considered sufficient notice to Customer. Customer is responsible for regularly reviewing pricing information so posted to obtain timely notice of such changes. Continued use of Corporate Services or non-termination of Corporate Services after changes are posted constitutes Customer’s acceptance of the prices and/or charges as modified by the posted changes.
b. For all offers except the thirty (30) day trial offer, the Company will charge, in arrears on a monthly billing cycle, to the credit card account provided by Customer all activation, subscription, and usage fees, which charges are hereby authorized by Customer. For the thirty (30) day trial offer, the Company will charge, in advance on a monthly billing cycle which will begin the first day of the month after the end of the trial period, to the credit card account provided by Customer an amount for all activation, subscription, usage fees, and any other fees, such fees are hereby authorized by Customer. Additionally, for all offers, usage charges shall l be charged to the credit card as certain billing thresholds are reached, as established by the Company, within any given billing cycle. Customer further agrees that the Company may submit charges for Customer’s account without further authorization from Customer, until Customer provides prior notice that Customer has terminated this authorization or wishes to change Customer’s designated card. If the payment method for Customer’s account is by credit or debit card and payment is not received by the Company from the card issuer or its agents, Customer agrees to pay all amounts due upon demand by the Company. In order to avoid interruptions in the Services caused by rejected credit or debit card charges, the Company reserves the right to update your credit or debit card details (such as expiration dates or new card numbers) where this is not prohibited by law. You understand and agree that the Company is entitled to obtain such updated card details, store them and use them to bill charges.
c. Alternatively, if Customer chooses to be invoiced, the Company will establish credit and user number limits as deemed appropriate based on Customer’s credit history. In that case, the Company will invoice Customer on a monthly billing cycle either in arrears or in advance depending on the offer as set forth in Section 2.2(2) above, for all activation, subscription, and usage charges, which invoices shall be paid by Customer within thirty (30) days of the date of invoice. Invoices, including billing details, will be delivered to Customer via either mail or in electronic form via email or a webpage. Requests for invoicing outside of this standard must be requested via email to [email protected] If approved, the Customer will be charged an amount not to exceed $35 per invoice request and the amount will be added to the next month's invoice. If Customer incurs charges beyond its established credit limit, the Company will be entitled to immediate payment for such charges. Payments not received within thirty days will accrue interest at a rate of one and one-half (1 ½%) percent per month, or the highest rate allowed by applicable law, whichever is lower. Payments shall be made in the currency of the pricing agreed upon by the Company and Customer, either U.S. dollars, British Pound Sterling or Euros.
d. Customer understands and agrees that any activation or other up-front fees are non-refundable, and that the monthly subscription fees are payable on a monthly basis. Cancellation on the first day, or any day, of a monthly period shall be considered as Customer usage for that monthly period and no refund shall be made for that monthly period. With respect to the Company outbound faxing service, the Company will bill you for each attempt made by the Company to send the fax where any transmission occurs whether or not the transmission is completed, such as instances when someone answers the call or transmission is interrupted before completion.
e. If Customer subscribed for eFax Corporate Services pursuant to a special offer granting Customer a thirty (30) day free trial period, Customer’s activation fee for any Service telephone numbers activated after the free trial period and the monthly recurring fee, and any inbound and outbound usage charges, any activation fees and other fees, as applicable, will be PRE-AUTHORIZED AGAINST CUSTOMER’S CREDIT CARD OR DEBIT CARD LIMIT (meaning the amounts pre-authorized will not be considered available credit or debit funds in such account) and will be charged to Customer’s credit or debit card, without further authorization from Customer ,account creation. For Customers who elect to be invoiced, you will be invoiced in advance which will begin the first day of the month after the end of the trial period for the monthly recurring charge, any inbound and outbound usage charges, the activation fees and any other fees for the DIDs. If you cancel before the end of the thirty day period, you will only be responsible for any overages or amounts not included in the free trial. If you cancel after the thirty day period, you will be charged for the full month in which you cancelled unless you cancel on the first day of the month.
f. Customer agrees to reimburse the Company for all costs and expenses incurred by the Company in connection with the Company attempting to collect any amount due hereunder, including reasonable attorneys' fees and other costs of collection. In addition, the Company reserves the right to suspend or terminate Corporate Services without notice for any non-payment of due charges, including but limited to rejection of any credit or debit card charges or if Customer’s card issuer (or its agent or affiliate) seeks return of payments previously made to the Company when the Company believes Customer is liable for the charge. Such rights are in addition to and not in lieu of any other legal rights or remedies available to the Company. In the event of suspension or termination for non-payment, a fee of $100.00 will be charged to reactivate the account.
If you are a Business Customer and the Services involve the processing of personal data which is subject to the General Data Protection Legislation (EU) 2016/679, the “GDPR”), Consensus Cloud Solutions International Ltd is a processor and you are the controller in relation to such personal data (as defined in the GDPR), which is processed pursuant to this Agreement.
You retain control over the content of the faxes, and as such the types of personal data that are subject to processing cannot be categorised by Consensus Cloud Solutions International Ltd in these terms and conditions. It is assumed such personal data may include all categories of personal data relating to customer’s, or its customer’s own clients, customers, suppliers, employees, other personnel and/or other data subjects.
As processor, Consensus Cloud Solutions International Ltd shall, in relation to personal data (as defined in the GDPR) provided by you or generated arising from the performance of the Services under this Agreement:
(a) process such personal data in accordance with these terms and conditions and otherwise comply with your documented (including email) instructions in connection with such processing. Where such instructions are provided orally, we shall keep a record of these. If at any point, Consensus Cloud Solutions International Ltd becomes unable to comply with your instructions regarding the processing of personal data (whether as a result of a change in applicable law, or a change in your instructions, or for any other reason), Consensus Cloud Solutions International Ltd shall promptly:
(i) notify you of such inability, to the extent permitted by applicable law; and
(ii) cease all processing of the affected personal data (other than merely storing and maintaining the security of the affected personal data) until such time as you issue new instructions with which Consensus Cloud Solutions International Ltd is able to comply.
(b) ensure personal data are kept confidential; (ii) take reasonable steps to ensure the reliability and trustworthiness of Consensus Cloud Solutions International Ltd’s personnel and any subprocessors, and (iii) take reasonable steps to ensure that all relevant Consensus Cloud Solutions International Ltd personnel, and any relevant subprocessors, have committed themselves to ensuring the confidentiality of all personal data that they process;
(c) ensure that, in each instance in which Consensus Cloud Solutions International Ltd engages a subprocessor, it shall notify you and : (i) allow you a reasonable opportunity to object to the appointment of that subprocessor (and your authorisation is deemed to be granted if you do not object within thirty (30) days of being notified of the proposed subprocessor); and (ii) enter into a binding written agreement with the subprocessor that imposes on the subprocessor the same obligations that apply to Consensus Cloud Solutions International Ltd under this Agreement with respect to the processing of personal data; subject to compliance with the foregoing, you hereby generally authorise Consensus Cloud Solutions International Ltd to engage sub-processors in relation to the Services.
(d) at your request and sole expense, promptly provide you with all reasonable technical and organisational assistance (taking into account the nature and functionality of the Services) necessary to respond appropriately to requests from individuals to exercise their rights under the GDPR;
(e) at your request and sole expense, promptly provide you with all reasonable assistance necessary to enable you to: (i) notify relevant breaches of the GDPR to the relevant authorities and/or affected individuals; (ii) conduct data protection impact assessments, where required; and (iii) obtain any necessary authorisations from any relevant regulatory authorities;
(g) at your request and sole expense: (i) promptly provide you with all information necessary to enable you to demonstrate compliance with your obligations under the GDPR, to the extent that Consensus Cloud Solutions International Ltd is able to provide such information; and (ii) allow for and contribute to audits, including inspections, conducted by you your auditors or appointees, provided that such audit shall be during regular business hours, with reasonable advance notice to Consensus Cloud Solutions International Ltd and subject to reasonable confidentiality procedures. Before the commencement of any such audit, the parties shall mutually agree upon the scope, timing, and duration of the audit. You may not audit Consensus Cloud Solutions International Ltd more than once annually; and
(h) notify you without undue delay in the event of: (i) becoming aware of any personal data breach; or (ii) receipt of any correspondence or communication from any individual, regulatory authority or third party regarding the processing of personal data; and
(i) apply appropriate technical and security measures to protect any such personal data against unauthorised or unlawful processing and against accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to such personal data.