Fax2Mail Terms & Conditions

1.0 SERVICES

  1. 1 Xpedite Systems, LLC d/b/a Premiere Global Services (“PGS”) will provide PGi Fax2Mail services, as amended from time to time, (“Services”) to PGS customers (each a “Customer”) in consideration of payment based on the rates specified herein, and the promises contained in this Agreement.

 

  1. 2 Services shall be provided to Customer in accordance with Customer's instructions that are properly formatted and transmitted by Customer in accordance with PGS’ current published documentation which, in addition to the terms hereof, shall be located at http://www.pgi.com/terms-conditions/fax2mail-terms-conditions-isb.php (the “PGS Web Site”).  PGS is not responsible, and disclaims any intention, to provide or comply with any special instructions, additional specifications, or requirements not listed in published documentation pertaining to the Services.

 

  1. 3 If Customer subscribes for Services pursuant to a promotional offer granting a free trial for Services, Customer will receive use of a PGi Fax2Mail number for a limited period of time from which Customer may send/receive a limited number of faxes (“Free Services”).  Use of all Free Services shall be subject to the terms herein and any and all other restrictions, limitations and conditions identified with the specific Free Services offer to Customer on the PGS website located at the PGS Web Site (e.g., inbound/outbound page limitations, etc.).  Notwithstanding any other provision in this Agreement, any Free Service is provided as an accommodation to Customer and PGS reserves the right to terminate any Free Service at any time without notice.  Further, and notwithstanding PGS’ Privacy Policy (described herein), PGS has the right to disclose the email address of any Free Services customers to the owner of the URL associated with that email address in order to monitor compliance with and enforce the limitations set forth in this paragraph and this Agreement.  In addition, PGS is permitted to audit Customer’s use of the Free Services and any associated software by providing no less than five (5) days prior written notice of its intention to conduct such an audit at Customer’s facilities during normal business hours.  If PGS ultimately determines, in its sole discretion and whether or not it has conducted an audit, that Customer has violated any conditions of and/or limitations on the Free Services or any associated software, PGS reserves the right to immediately terminate Customer’s Service and to collect from Customer the amount Customer would have been required to pay for the Services as a retail customer during the period of Customer’s non-compliance.  Customer agrees to pay this amount to PGS, plus PGS' cost of conducting any audits that in PGS' discretion reveal non-compliance.

 

2.0 TERM AND TERMINATION; CHARGES

  1. 1   This Agreement is effective upon the earlier of the date of first use of the Services by Customer or the date Customer, after reviewing these terms and conditions, electronically accepts them and shall continue unless and until terminated as provided herein. Without limiting the foregoing, if Customer has elected Services for a fixed number of months for Services (an “Initial Term” or “Term Plan”), this Agreement will automatically renew for successive terms (“Renewal Terms”) equal to the length of such Initial Term for Services, unless either party delivers written notice of intention not to renew at least 60 days prior to the expiration of the Initial Term or any Renewal Term.

 

  1. 2   Customer agrees to a non-refundable activation fee and service charge (“Service Charge”) , payable in advance, in addition to those fees for additional charges, including without limitation any set-up fees, porting fees, and/or usage charges for use of the Services.  For charges paid by credit or debit cards, Customer agrees if payment is not received by PGS from the card issuer or its agents, Customer will pay all amounts due upon demand by PGS.  Each time Customer uses the Services, or allows or causes the Services to be used, Customer agrees and reaffirms that PGS is authorized to charge your designated card in connection with the Services, and Customer must refer to such agreement (not this Agreement) with respect to Customer’s rights and liabilities as a cardholder.  Customer further agrees that PGS may submit additional charges for use of the Services each month, without further authorization from Customer, until you provide prior written notice (in accordance with PGS’ verification procedures, as may be established by PGS from time to time in its sole discretion) that Customer terminates this authorization or desires to change its designated card.  Such notices will not affect charges submitted before PGS reasonably could act on your notice. 

 

  1. 3   If Customer subscribes for Services pursuant to a promotional offer granting a free trial period for Services, any Service Charge 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 immediately charged to CUSTOMER’s credit or debit card, without further authorization from CUSTOMER, upon the expiration of the free trial period, unless CUSTOMER TERMINATES SERVICES iN ACCORDANCE with PGS’ PROCEDURES BY canceling services pursuant to the process available on the PGS Web Site OR BY PROVIDING NOTICE TO PGS CUSTOMER SERVICE AT (866) 329-2624. Such notice will not affect charges submitted before PGS could reasonably take action on Customer’s notice.

 

  1. 4   Either party may terminate this Agreement at any time in the event that the other party breaches any provision of this Agreement in any material respect and fails to cure such breach within 30 days after receipt of written notice of such breach.  Notwithstanding the foregoing, PGS may terminate this Agreement and/or suspend the provision of Services immediately for illegal, fraudulent or improper use of the Services (including without limitation Customer’s use of the Services in contravention of Section 5, or if deemed reasonably necessary by PGS to prevent interruption or disruption to PGS’ network, its business or other customers, if any portion of an invoice remains unpaid when due or for breach, not subject to cure.  PGS shall not be liable to Customer or any third party should PGS exercise its right to discontinue Services, in whole or in part, or terminate this Agreement pursuant to this Section 2.4.  Either party may also terminate this Agreement for any reason by providing the other party with prior written notice.  For the avoidance of doubt, all terminations by Customers become effective on the last day of the billing cycle in which the termination occurs.  In the event of termination of this Agreement, Customer remains responsible for all fees and charges due and incurred for the month during which the termination occurs and will not be entitled to any partial month credits or refunds OF ANY KIND (INCLUDING BUT NOT LIMITED TO PRE-PAID SERVICE CHARGES).

 

3.0 INSTALLATION AND TRAINING

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4.0 PAYMENT TERMS

 

  1. 1 Past-due balances shall be subject to an interest charge of 1.5% per month computed from the due date of each invoice previously issued, or the maximum rate legally permitted, whichever is less.

 

  1. 2 Customer shall pay any collection costs, including reasonable attorney’s fees, and other expenses incurred by PGS to collect any sums due under this Agreement.

 

  1. 3 Customer shall pay, and PGS reserves the right to collect in arrears, all sales, use, excise or other taxes, fees or charges of any nature whatsoever, now or hereafter imposed or assessed on PGS, by federal, state, county or local government authority upon or with respect to the Services provided.

 

  1. 4 For Customers using credit or debit cards for payment, Customer must notify PGS of changes to:  (a) Customer’s account number or expiration date of Customer’s designated card; (b) Customer’s billing address.  Customer must also immediately notify PGS if any designated card is cancelled, lost or stolen.

 

5.0 CUSTOMER LEGAL COMPLIANCE AND INDEMNIFICATION

  1. 1 Customer acknowledges that PGS has no control over the content of information and/or distribution lists provided by Customer and transmitted through the Services and that PGS does not examine the use to which Customer puts the Services or the nature of the information Customer or Customer’s users send or receive.  Customer agrees not to transmit content through use of the Services that infringes any third party’s intellectual property rights or that is unlawful, threatening, abusive, harassing, libelous, deceptive, fraudulent, invasive of another’s privacy, vulgar, obscene or otherwise contains objectionable material of any kind or nature.  Customer also warrants to PGS that any and all distribution lists provided by Customer to PGS: (i) are based upon permission or an established business relationship; (ii) have not been obtained through Internet harvesting methods or any other unlawful electronic collection of addresses or any other public or private source; and (iii) are complete, accurate and updated for any opt-outs, as applicable and required by law.  Customer is responsible for maintaining the confidentiality of, and shall not transfer sell or assign, access numbers, passwords and user names provided by PGS solely for use by Customer.  It is the sole responsibility of Customer to use Services in accordance with all applicable local, state, federal and foreign laws and regulations, including but not limited to, laws and regulations pertaining to telemarketing, facsimile advertising, commercial e-mail, personal data privacy and export control.  CUSTOMER ACKNOWLEDGES THAT THE ADVERTISING OF GOODS, PRODUCTS OR SERVICES BY THE TRANSMISSION OF UNSOLICITED VOICE MESSAGES, FACSIMILES, E-MAIL OR TEXT MESSAGES MAY BE IN VIOLATION OF FEDERAL, STATE AND FOREIGN LAWS AND REGULATIONS AND MAY SUBJECT THE ADVERTISER TO PENALTIES.  Customer also agrees to comply with PGS’ Privacy and SPAM Policies, located at the PGS Web Site and incorporated herein by this reference, as such policies may be amended from time to time during the term of this Agreement.  Breach by Customer of this Section 5.1 is grounds for immediate suspension by PGS of Services and termination of this Agreement.  Compliance with this Section 5.1 requires, among other things, that all messages sent by Customer utilizing the Services, in whatever medium, contain the valid name and required contact information for Customer, and that Customer shall comply promptly with any “do not call” or “do not send” request.  Customer further acknowledges, and notwithstanding confidentiality provisions herein, that PGS may disclose usage information about Customer’s use of Services to satisfy any law, regulation, government agency request, court order, subpoena or other legal process.

 

  1. 2 In the event Customer utilizes Services to conduct telemarketing activities or disseminates materials offering the availability of goods or products or services, Customer specifically warrants to PGS: (i) that it will undertake all required actions necessary to comply with applicable federal, state or foreign “Do Not Call” and telemarketing registration statutes and regulations and (ii) Customer will not utilize the Services in a manner which results in a violation of any applicable laws or regulations with respect to such Services.

 

  1. 3 Where PGS provides Customer with assigned telephone and/or facsimile numbers for processing opt-out requests, Customer understands and acknowledges that such numbers and any associated automated functions are provided merely as an administrative convenience to Customer and that the processing of such opt-out requests is Customer's responsibility.  PGS disclaims all responsibility for and authority over, the receipt and processing of any opt-out requests.

 

  1. 4 Customer shall indemnify, defend and hold PGS, its officers, directors, employees, and affiliates harmless from any claims, losses, damages, penalties or costs (including, without limitation, reasonable attorney’s fees) arising out of (i) Customer’s use of the Services; (ii) Customer’s violation of or alleged violation of any applicable laws or regulations with respect to the Services, including but not limited to, any claims that Customer’s use of the Services violated the rights of any third party (including those claims relating to the content provided by Customer or PGS’ use of Customer’s distribution lists on behalf of Customer), claims relating to the transmission of unsolicited documents, or the attempted transmission of a document to a residence telephone or for any errors in data or distribution information provided by Customer; or (iii) infringement of any intellectual property rights of any third party.

6.0 DISCLAIMERS AND LIMITATION OF LIABILITY

  1. 1 PGS DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, RELATING TO THE SERVICES, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.  PGS’ TOTAL LIABILITY FOR DAMAGES ARISING OUT OF OR RELATING TO THE SERVICES OR THIS AGREEMENT, WHETHER TO CUSTOMER OR ANY OTHER PARTY AND REGARDLESS OF THE FORM OF ACTION, IS LIMITED TO AN AMOUNT EQUIVALENT TO THE CHARGES BY PGS TO CUSTOMER FOR THE PARTICULAR SERVICE PERFORMED BY PGS DURING THE ONE (1) MONTH PERIOD IMMEDIATELY PRIOR TO THE DATE OF EVENT, ACT OR OMISSION GIVING RISE TO THE LIABILITY.

 

  1. 2 IN NO EVENT SHALL PGS BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING BUT NOT LIMITED TO LOSS OF PROFIT OR OTHER MONETARY LOSS; LOSS OR INTERRUPTION OF DATA OR COMPUTER TIME; ALTERATION OR ERRONEOUS TRANSMISSION OF DATA; ACCURACY OF DATA; UNAUTHORIZED ACCESS TO OR USE OF DATA PROCESSED OR TRANSMITTED BY, TO OR THROUGH THE SERVICE; PROGRAM ERRORS; OR PATENT, TRADE SECRET OR COPYRIGHT INFRINGEMENT) EVEN IF PGS IS ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES.

 

7.0 GENERAL

  1. 1 Should any provision of this Agreement be held by a court of competent jurisdiction to be illegal, invalid or unenforceable, the remaining terms of this Agreement shall not be affected or impaired thereby.

 

  1. 2 The failure of either party to enforce any term or condition of this Agreement shall not constitute a waiver of either party's right to enforce each and every term and condition of this Agreement.

 

  1. 3 This Agreement shall not be assigned by Customer without the prior written consent of PGS. 

 

  1. 4 This Agreement shall be binding upon and inure to the benefit of the parties' successors, legal representatives and authorized assigns.

 

  1. 5 Articles 4.0, 5.0, 6.0 and 7.0 shall survive termination of this Agreement.

 

  1. 6 This Agreement shall be interpreted and governed by the laws of the State of Georgia without regard to its rules governing conflicts of law, and the parties agree to submit to the exclusive jurisdiction of the state or federal courts located in or with responsibility for Fulton County, Georgia to resolve any disputes arising hereunder.

 

  1. 7 Each party enters into this Agreement solely for its own benefit and purpose.  This Agreement in no way confers any rights upon, or imposes obligations on either of the parties toward, any third party, including but not limited to any recipient of messages transmitted through the Services.

 

  1. 8 Each party acknowledges that, in the course of performing its duties under this Agreement, it may obtain information relating to the business, the Services and to the other party that is of a confidential and proprietary nature ("Proprietary Information").  Such Proprietary Information may include, but is not limited to, trade secrets, know-how, inventions, techniques, processes, computer programs, schematics, data, customer lists, financial information and sales and marketing plans.   Without limiting the foregoing, this Agreement and the pricing terms referenced herein shall be considered Proprietary Information of PGS. Each party and its employees and agents shall at all times, during the term of this Agreement and thereafter, keep in trust and confidence all Proprietary Information and shall not use such Proprietary Information other than in the course of their duties under this Agreement, nor shall either party or its employees and agents disclose any of such Proprietary Information to any person without the other party’s prior written consent.  Each party acknowledges that any such Proprietary Information received by the other party shall be received as a fiduciary of the other party.  Each party further agrees to immediately return to the other party or destroy all Proprietary Information in the its possession, custody or control in whatever form held (including all copies of all written documents relating to that) upon termination of this Agreement or at any time, or from time to time, upon the request of the other party. 

 

  1. 9 This Agreement, including any schedules or exhibits, or amendments thereto (including amendments pursuant to Section 7.10 hereof), constitutes the entire agreement between the parties relating to the subject matter hereof, and supersedes all other agreements between the parties relating to the matters discussed herein, whether written or verbal.  Other than this Agreement, there are no verbal agreements, representations, warranties, undertakings or other agreements between the parties.
  2. 10 Unless otherwise prohibited by law, PGSmay amend at any time the provisions of this Agreement relating to Customer’s compliance with laws and PGS’ Privacy and SPAM Policies by, at PGS’ election: (i) posting revised terms and conditions (“Amended Terms”) on the PGS Web Site or (ii) delivering the Amended Terms to Customer at the address, fax or e-mail address provided herein (such delivery may be included in invoices for the Services delivered to Customer).  All Amended Terms shall automatically be effective 30 days after such amendment is posted on the PGS Web Site or delivery to Customer as provided above.  Customer agrees tO BE responsible for regularly reviewing the PGS Web Site to obtain timely notice of ANY SUCH AMENDED TERMS AND PGS’ then-CURRENT teRMS AND CONDITIONS AND PRIVACY AND SPAM POLICIES.  By using the Services after PoSTING OR DELIVERY OF Amended Terms, Customer will be deemed to have accepted AND BE BOUND BY such Amended Terms.  IF, HOWEVER, THE CHANGES HAVE A MATERIAL ADVERSE EFFECT ON CUSTOMER, CUSTOMER CAN TERMINATE THIS AGREEMENT AS PROVIDED IN SECTION 2.4 TO THIS AGREEMENT AFTER WE SEND NOTICE OF THE CHANGE.  Except as expressly provided above, no such amendment by PGS shall serve to constitute a default or termination by PGS of this Agreement, nor shall such amendment serve to be a basis for Customer’s termination of this Agreement.  Except as otherwise provided in this Section 7.10, this Agreement may only be amended or modified, in whole or in part, by a written instrument signed by the parties to this Agreement.

 These Terms and Conditions were last revised June 2007 and are subject to periodic revisions and updates.