Terms of Service

Revision Effective: 12-01-2011



Agreement


The following Terms of Service, including the Privacy Policy and Service Level Agreement, which are incorporated herein by reference and available elsewhere on FaxLogic.com (hereinafter referred to as “Website”), constitute a binding agreement between FaxLogic, LLC, its subsidiaries and affiliates (hereinafter collectively referred to as “FaxLogic”), and “Subscriber” (as defined below) of FaxLogic's services and any related products and services thereto (hereinafter collectively referred to as “Services”).



The subscriber warrants that he/she is the age of legal majority in the country, state or province of residence and that if subscribing on behalf of a business or organization, that such subscriber has full authority to bind such business or organization into contractual agreements of the nature described herein, and agrees that this Agreement shall bind such business or organization to each and all of the terms hereto. The subscriber, any business or organization bound by this Agreement through the subscriber's authority, and all respective subsidiaries, affiliates, agents, employees, predecessors in interest, successors and assigns, as well as all users or beneficiaries of FaxLogic Services hereunder this Agreement or any prior agreements between FaxLogic and subscriber, shall be collectively referred to hereinafter as “Subscriber,” and/or “User.” The Subscriber has read, understands and agrees to be bound by each and all of the terms herein, and evidences such agreement by subscription to and/or use of any FaxLogic Services. Further, the Subscriber represents and warrants that all information provided to FaxLogic is true and correct and agrees to promptly notify FaxLogic of any material change in personal, corporate or billing information. The Subscriber understands that FaxLogic relies on the information provided by the Subscriber and that any false or incorrect information may result in delays of Service provisioning and delivery, as well as suspension or termination of Services.



1. Service



a) Description of Service


FaxLogic provides facsimile document management services that rely on data transmission over non-related, third party Internet Protocol (IP) networks, mobile telephony networks and Public Switched Telephone Networks (PSTN), whose operation, availability and reliability extend beyond FaxLogic's control. FaxLogic shall act in good faith and make reasonable efforts, per the Service Level Agreement, to minimize disruptions of Services. FaxLogic is not a telecommunications service and may be subject to different regulations, which may affect Subscriber rights of redress through certain regulatory agencies and judicial forums.


b) Plans, Features and Options


Each Service Plan includes plan specific terms and conditions, including without limitation plan features, usage allowances and associated charges, all of which are incorporated herein by reference and available elsewhere on this Website and in communications and materials made available upon subscription to such Service Plan.


FaxLogic may offer additional users, services, features, options and usage allowances for additional charges and include additional terms and conditions, all of which are incorporated herein by reference and available elsewhere on this Website and in communications and materials made available upon Subscriber's order of such additional users, services, features, options and usage allowances.


(i) Single User Service Plans


FaxLogic provides Subscribers of Single User Service Plans with Services for one (1) user, with one (1) unique login identification and password. Single User Service Plan Subscribers are allowed concurrent access to and use of FaxLogic Services on multiple devices by one (1) person only, and FaxLogic reserves the right to immediately change Subscriber's Service Plan or terminate Services at its sole discretion upon determination that Subscriber's account is concurrently accessed by more than one (1) person.


(ii) Multi-User Service Plans


FaxLogic provides Subscribers of Multi-User Service Plans with Services for multiple users specified by their Service Plan, each with unique login identifications and passwords. Subscriber may add and subtract additional users to their account at any time. FaxLogic reserves the right to immediately change Subscriber's Service Plan or terminate Services at its sole discretion upon determination that FaxLogic Services are concurrently accessed by more persons than users specified in Subscriber's Service Plan.


(iii) Changes to Services and Service Plans


FaxLogic reserves the right to modify Services and Service Plans, in whole or in part, at any time pursuant to business policies, practices and procedures, without notice. Notice of changes to Services and Service Plans may be provided on this Website, by e-mail or other communications permitted or required by applicable law.


c) Subscriber Responsibilities


Subscriber shall use best efforts to safeguard and protect the confidentiality of User logins and passwords from unauthorized physical, mechanical or electronic discovery, transfer, exchange or interception. Subscriber shall be responsible for the actions of anyone using Subscriber's account, regardless of authorization. Subscriber shall further be responsible for all use of Subscriber's account, including without limitation all charges accrued and liabilities incurred through action or inaction, whether or not intentional. Subscriber shall notify FaxLogic Technical Support of any actual or suspected unauthorized, fraudulent or illegal use or theft of Services. Until such notification is provided, Subscriber shall remain responsible for all account use, charges and liabilities.


d) Acceptable Use Policy


Subscriber shall use FaxLogic Services solely for purposes that are lawful, appropriate and otherwise consistent with the terms of this Agreement. Subscriber shall not sell, resell, rent, lease, lend or pledge provisioned accounts or Services in whole or in part for any purpose without prior written authorization from FaxLogic.


Subscriber shall use FaxLogic Services in a reasonable manner consistent with the intended application of such Services and in a manner reflecting normal usage comparable and proportionate to other typical FaxLogic Subscribers with the same Service Plan. FaxLogic reserves the right to protect the integrity of its networks and systems, and shall continuously monitor network performance and individual resource utilization while taking reasonable measures to ensure optimal allocation of network resources for the benefit of all FaxLogic Subscribers. Ongoing and recurring disproportionate utilization of network resources by individual Subscribers may have adverse material impact on FaxLogic's ability to provide sufficient network resources to other FaxLogic subscribers and shall be treated as a threat to the integrity of FaxLogic's networks and systems. Subscribers utilizing disproportionate network resources may immediately be subject, at FaxLogic's sole discretion, to a variety of network protection measures, including without limitation reduced data rate, service restriction, suspension or termination of Services without notice.


Subscribers using FaxLogic Services in a manner inconsistent with the terms of their Service Plan and this Agreement shall be required, at FaxLogic's sole discretion, to purchase and pay for the Service Plan and/or Options applicable to Subscriber's actual use, or to terminate Services according the terms herein governing termination.


When feasible, FaxLogic may provide notice of violation of the Acceptable Use Policy by e-mail or facsimile communication, and Subscriber may contact FaxLogic for an explanation of the parameters of the Acceptable Use Policy to avoid possible violations of the terms of this Agreement.


e) Limitation of Service


Access to FaxLogic Services requires Internet access, which FaxLogic does not provide. Subscriber is responsible for any costs associated with Internet connection and access. FaxLogic Services transmit data to and from Subscriber over networks and service providers whose operations are not under its control. Disruption of Subscriber's Internet connection and other events beyond FaxLogic's control may affect access and availability of Services. Further, local, regional, federal and/or international laws and regulations restricting network access and connectivity may limit the availability and access to FaxLogic Services at different times in different areas. FaxLogic shall use its best efforts to provide Services to Subscribers, however, FaxLogic cannot guarantee that Services will be uninterrupted and shall not be responsible for any losses or damages of any kind that may be suffered by Subscriber as a result of any Service interruptions. FaxLogic's sole liability for any interruptions of Service due to circumstances within its control shall be a credit to Subscriber's account not to exceed the amount equal to the prorated monthly charges, including any applicable taxes, for Services during the affected period. Any requests for credit must be made within thirty (30) days of such Service interruption.


f) Inbound Number Portability


Subscriber may transfer (port in) an existing phone or fax number to FaxLogic from another carrier in most cases, subject to the following conditions:


i) Number portability is conditioned upon and subject to existing carrier's release and discretion. FaxLogic shall have no obligation or liability in the event Subscriber's number cannot be transferred due to any action or inaction of its existing carrier;


ii) Subscriber may be required to execute and submit a Number Port Authorization request to FaxLogic, which acknowledges Subscriber's order and authority to transfer specific existing numbers to FaxLogic. Subscriber shall be responsible for the accuracy and sufficiency of information contained in such Number Port Authorization request. FaxLogic shall not be responsible or liable for any delays in porting;


iii) In order to enjoy uninterrupted use of a transferred number during the porting process, a Subscriber using Fax Adapter equipment shall install and activate such equipment prior to the transfer of any number used with the Fax Adapter equipment.


g) Outbound Number Portability


Upon termination of an account, Subscriber may transfer (port out) any numbers then associated with the account to another carrier or provider, provided that the account is in good standing at the time of termination. A small porting fee, as published elsewhere on this Website, will apply for each number transferred. To transfer a number, Subscriber must request a number transfer, and FaxLogic must receive such request, within thirty (30) days of account termination, otherwise Subscriber forfeits transfer rights under this provision, and FaxLogic is then free to release or reassign any numbers associated with the terminated account. Some exceptions may apply for vanity numbers that FaxLogic acquires for Subscriber, but such exceptions, if applicable, will be covered separately in a vanity number agreement.


2. Equipment


This Section is applicable to Subscribers using FaxLogic Fax Adapter equipment.


a) Approved Devices


Subscriber shall not use Services with any Fax Adapter equipment other than those approved by FaxLogic.


b) Equipment Tampering


Subscriber shall not service or modify, or attempt to service or modify, any Fax Adapter equipment, nor shall Subscriber use, or allow others to use, any Fax Adapter equipment, that has been serviced (other than by FaxLogic) or modified, with FaxLogic Services. Subscriber shall not reverse-engineer, or attempt to reverse-engineer, any Fax Adapter equipment.


c) Equipment Ownership & Risk of Loss


Subscribers who purchase a Fax Adapter own the device and shall bear all risks of loss, theft or damage to the Fax Adapter.


d) Returns


Returns of Fax Adapters must occur at the original point of purchase and are subject to the return policies of the originating seller. Subscribers may return Fax Adapters for credit or refund within thirty (30) days of purchase, or within ninety (90) days if purchased with a new subscription that is cancelled during the Money Back Guarantee period. FaxLogic only accepts returned Fax Adapters freight prepaid with a valid Return Merchandise Authorization (RMA) number printed on the outside of the shipping container. RMA's are obtained by submitting a support request to FaxLogic Technical Support. To receive credit or refund, Fax Adapters must be received in original working condition. Any Fax Adapter returned with missing parts, accessories, documentation or original packaging will be subject to a 25% restocking fee, which shall directly offset any credit or refund amount due Subscriber.


e) Fax Adapter Warranty


FaxLogic Fax Adapters are covered by a limited, one (1) year manufacturer warranty from the date of purchase, which provides that such Fax Adapter will be free from defects under normal use as directed by manufacturer and FaxLogic. This warranty excludes defects or failures resulting from Subscriber modification, alteration, neglect, misuse, abuse, vandalism, fire, liquid spills, extreme temperatures, physical and electrical shock, acts of God or Subscriber's failure to observe and comply with the manufacturer's instructions or other procedures provided by FaxLogic. Repair or replacement of the Fax Adapter shall be Subscriber's sole remedy and FaxLogic's only responsibility for any breach of the Fax Adapter warranty. The Fax Adapter warranty shall terminate immediately upon Subscriber's sale or transfer of the Fax Adapter to another party, and upon cancellation or termination of FaxLogic Services for any reason. Neither the manufacturer, FaxLogic, nor any other party makes any other warranty, expressed or implied, with respect to the Fax Adapter.


f) Repair & Replacement


FaxLogic shall, at its sole discretion, repair or replace any defective Fax Adapter under warranty having been properly maintained under normal use. FaxLogic may furnish Subscriber with a refurbished Fax Adapter as a replacement for a defective Fax Adapter under warranty, upon which the remaining warranty of the defective Fax Adapter shall transfer to the replacement Fax Adapter furnished by FaxLogic.


3. Licenses


FaxLogic Services and embedded firmware and software within the Fax Adapter which are used to deliver or provide Services to Subscriber or are otherwise used in connection with Services; all FaxLogic documentation, communications and materials provided to Subscriber by any method of communication, including without limitation this Website; and all names, service names, service marks, trade names and trademarks, logos, domain names and other intellectual properties of FaxLogic (hereinafter collectively referred to as “FaxLogic Intellectual Properties”), are and will remain the sole property of FaxLogic. Nothing contained in this Agreement or in any other FaxLogic communication grants Subscriber any right or license to use any FaxLogic Intellectual Properties except for use of FaxLogic Services on a non-exclusive basis, in continued compliance with the terms of this Agreement. Subscriber's use of FaxLogic Services may be dependent on third party software, the design, implementation, installation, operation and maintenance of which extend beyond FaxLogic's control. FaxLogic shall not be liable for any use, or installation of such software, nor any interruption of Services resulting from such software.


4. Support


FaxLogic provides Subscribers with complimentary support in the form of a dedicated support forum comprised of FaxLogic customer service moderators and other FaxLogic Subscribers, who share and discuss resolutions to technical, billing, account administration and use questions. Telephone support is offered; however, FaxLogic may, at its sole discretion, charge Subscriber a reasonable fee for technical support on a case by case basis, and Subscriber hereby authorizes FaxLogic to immediately charge such fees to Subscriber's Payment Method (defined hereafter in Section 6).


5. Prices and Fees


FaxLogic prices and fee schedules for Services are provided upon subscription to FaxLogic and are made available elsewhere on this Website. Prices and fees are subject to change from time to time. FaxLogic may introduce promotions and introductory pricing for new and existing Services which are subject to change or withdrawal. Subscriber shall be responsible for paying one-time charges as due and recurring charges in advance. Recurring charges are comprised of Service Plans and other additional features. One-time charges may include, without limitation, account activation fees, Usage Credit charges and purchases, Fax Adapter purchases, shipping and handling fees, number transfer (port) fees, late fees, levies and taxes.


a) Usage Credit System


A Usage Credit is a unit of local currency exclusive to FaxLogic and is the sole exchange medium used to valuate all fax transmissions. A specified number of Usage Credits are included with each Service Plan, and additional prepaid Usage Credits may be purchased at discounted rates at any time. Purchased Usage Credits have no cash value and are non-refundable.


6. Billing and Payment


Subscription to FaxLogic Services authorizes FaxLogic to collect all payments due from Subscriber's Payment Method and such authorization shall remain valid until thirty (30) days after termination of Services. FaxLogic charges Subscribers in advance for each recurring term of Service. One-time fees and usage fees will be charged immediately when due.


Subscribers shall pay FaxLogic for Services and Fax Adapter equipment using credit cards or an electronic funds transfer (EFT) that debits funds directly from Subscriber's designated Bank Account (hereinafter “Payment Method”), to which they have and grant authority to FaxLogic to draft all payments described herein this Agreement. Subscriber credit cards, bank accounts and applicable information provided to FaxLogic must be valid and current at all times throughout the term of this Agreement, and Subscriber shall provide FaxLogic with advance notice of changes to account information, billing information, credit card expiration dates, and other information necessary for FaxLogic to collect payments from Subscriber's Payment Method.


Should Subscriber Payment Method be declined for any reason and if Subscriber's account is not paid in full by the due date, then at any time thereafter, until all past due account balances have been paid in full, FaxLogic may suspend or terminate Subscriber's Services. In the event of Service termination due to non-payment, Subscriber shall be fully liable for all outstanding fees, charges, levies, taxes and collection costs, including reasonable attorney fees. FaxLogic may, at its sole discretion, re-activate Subscriber account if all past due amounts, late fees and applicable taxes are paid in full, and Subscriber Payment Method information is valid and current.


All delinquent Subscriber account charges and declined payments from Subscriber's Payment Method shall be subject to a late fee equal to one-and-one-half percent (1.5%) of the total delinquent account charges, or the highest percentage or dollar amount allowed by applicable law, whichever is lower.


Subscriber may dispute charges and fees for any Service billed as follows:


i) Subscriber shall notify FaxLogic of any dispute within thirty (30) days after charge has posted to Subscriber's account;


ii) Such notices shall be written and submitted by certified mail;


iii) Subscriber forever waives all rights to dispute such charges in any forum upon failure to provide FaxLogic with written notice of disputed charges pursuant to the foregoing terms;


iv) When permissible by applicable law, Subscriber shall be required to pay disputed charges until the dispute is resolved.


7. Term


FaxLogic offers Services on a month-to-month subscription or term subscription basis which shall start and become effective simultaneous with Subscription. Month-to-Month Subscribers shall have use of Services for any consecutive monthly period that has been paid in advance, as described hereinabove and in communications and materials provided Subscriber upon subscription of Services. Term Subscribers shall be required to maintain Services for a minimum period, usually a three (3) month (quarterly) or one (1) year (annual) Term. Upon satisfactory completion of the Term Subscription, Services shall continue on a Month-to-Month basis unless Subscriber accepts a new Term Subscription for Services.


8. Termination



a) Subscriber Termination


A Month-to-Month Subscriber may cancel any or all Services at any time, upon which FaxLogic will no longer charge any recurring monthly Service fees to Subscriber's Payment Method. Subscriber shall be responsible for all charges incurred prior to the date of termination. If Subscriber terminates Services prior to the end of a billing period, FaxLogic shall not prorate or credit Service charges for any portion of that billing period. FaxLogic shall not credit or refund Subscriber's unused or prepaid Usage Credits.


b) Termination by FaxLogic


FaxLogic may limit, suspend or terminate Subscriber Services without notice for any good cause, including, without limitation, upon:


i) Subscriber breach of any of the Terms herein this Agreement or any other related agreement;


ii) Subscriber submission of incorrect or incomplete information;


iii) Declined payment from Subscriber's Payment Method;


iv) Unauthorized tampering or modification of Subscriber's Fax Adapter Equipment;


v) Unauthorized lending, leasing, reselling or transferring of Services in whole or in part, Subscriber insolvency or bankruptcy where permitted by applicable law;


vi) Use of Services in any manner inconsistent with these Terms and the intended application of such Services or in any other manner deemed abusive or malicious by FaxLogic in its sole discretion;


c) Money Back Guarantee


FaxLogic offers a Money Back Guarantee policy pursuant to the following conditions:


i) Subscribers terminating Services under the Money Back Guarantee must do so within ninety (90) days of the initial subscription for Services;


ii) Subscriber's account must be valid, current and paid in full at the time of termination;


iii) During the initial ninety (90) day term Subscriber's use of FaxLogic Services never breached any of the Terms of this or any other related agreement;


iv) Subscriber agrees that all refunds under the Money Back Guarantee shall be subject to immediate offset by Usage Credits expended during the Term of Service, which shall be charged at the highest rate listed on FaxLogic's then current price schedules provided elsewhere on this Website, or at the highest rate permissible under applicable law, whichever is lower;


v) Fax Adapter equipment returns for refund are subject to the terms in Section 2(d) hereinabove governing all returns of Fax Adapter equipment;


d) Deletion of Subscriber Data


Upon termination of Services for any reason, FaxLogic may, in a manner consistent with applicable law, delete any and all Subscriber fax communications, documents, electronic messages, contact information or other data stored on its networks and systems. FaxLogic shall have no liability whatsoever for the loss of any such Subscriber fax communications, documents, electronic messages, contact information or other data.


9. Privacy



a) Privacy Policy


FaxLogic's Privacy Policy is available elsewhere on this Website, and describes in detail how FaxLogic may collect and use Subscribers' and Website visitors' information, including personally identifiable information, as well as all other issues and matters related to privacy.


b) Cooperation with Law Enforcement


Notwithstanding any policies or terms herein this Agreement or any other related agreement, FaxLogic shall comply fully with the Communications Assistance for Law Enforcement Act (CALEA). Subscriber agrees and consents, as evidenced by subscription and/or use of Services, to FaxLogic's right to monitor and disclose, without notice, Subscriber's communications and other data stored within FaxLogic's networks and systems, when so compelled by CALEA.


10. Warranties, Limitation of Liability, Indemnification



a) WARRANTIES


FAXLOGIC MAKES NO WARRANTIES, EXPRESS OR IMPLIED WITH RESPECT TO SERVICES, AND DISCLAIMS ANY IMPLIED WARRANTY, INCLUDING ANY WARRANTIES OF MERCHANTABILITY AND/OR FITNESS FOR A PARTICULAR PURPOSE. FAXLOGIC DOES NOT WARRANT THAT THE SERVICE OR ANY RELATED EQUIPMENT WILL FUNCTION WITHOUT FAILURE, DELAY, INTERRUPTION, ERROR OR LOSS OF DATA. FAXLOGIC DOES NOT AUTHORIZE ANYONE, INCLUDING, WITHOUT LIMITATION, ITS EMPLOYEES, AGENTS OR REPRESENTATIVES TO MAKE ANY WARRANTIES OF ANY KIND ON ITS BEHALF AND SUBSCRIBER SHOULD NOT RELY ON ANY SUCH STATEMENT OF WARRANTY INCONSISTENT WITH THE TERMS HEREIN THIS AGREEMENT. THE PROVISIONS OF THIS SECTION SHALL BE APPLIED TO THE BROADEST AND FULLEST EXTENT PERMISSIBLE UNDER THE LAW, HOWEVER, TO THE EXTENT ANY PORTION OF THIS SECTION IS DETERMINED TO BE UNLAWFUL, INVALID OR UNENFORCEABLE, THEN THIS SECTION SHALL BE CONSTRUED TO LIMIT LIABILITY AGAINST FAXLOGIC TO THE FULLEST EXTENT PERMISSIBLE UNDER THE LAW.


b) LIMITATION OF LIABILITY


FAXLOGIC SHALL IN NO EVENT BE LIABLE TO SUBSCRIBER, SUBSCRIBER'S AGENTS, REPRESENTATIVES, OR AUTHORIZED ASSIGNS OR ANYONE ELSE FOR ANY INCIDENTAL, DIRECT, INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, OR FOR ANY DAMAGES FOR LOSS OF DATA, LOSS OF REVENUE OR PROFITS RELATING TO OR ARISING OUT OF FAXLOGIC SERVICES, THE USE OR INABILITY TO USE FAXLOGIC SERVICES, THE ABSENCE, DELAY, FAILURE OR INACCESSIBILITY OF FAXLOGIC SERVICES, FAX ADAPTER EQUIPMENT, THE USE OR INABILITY TO USE FAX ADAPTER EQUIPMENT, THE INSTALLATION OF FAX ADAPTER EQUIPMENT AND/OR THE ABILITY OR INABILITY TO ACCESS THIS AGREEMENT OR ANY AGREEMENTS RELATED HERETO. FAXLOGIC SHALL NOT BE LIABLE FOR THE ABSENCE, DELAY, FAILURE OR INACCESSIBILITY OF FAXLOGIC SERVICES CAUSED BY ANY REASON, INCLUDING, WITHOUT LIMITATION, AN ACT OR OMISSION OF AN UNDERLYING CARRIER, SERVICE PROVIDER, VENDOR OR THIRD PARTY, EQUIPMENT, NETWORK OR FACILITY FAILURE, UPGRADE, SERVICE, MAINTENANCE, MODIFICATION, LOCATION, FORCE MAJEURE EVENTS AND ACTS OF GOD, AS WELL AS ANY OTHER CAUSE THAT IS BEYOND FAXLOGIC'S CONTROL. FAXLOGIC SHALL NOT BE LIABLE FOR UNAUTHORIZED ACCESS TO FAXLOGIC'S SERVICES OR SUBSCRIBER'S ACCOUNT OR FOR UNAUTHORIZED ALTERATION, THEFT OR DESTRUCTION OF SUBSCRIBERS COMMUNICATIONS, DATA FILES OR OTHER INFORMATION THROUGH FRAUDULENT MEANS OR DEVICES OR ANY OTHER METHOD, REGARDLESS OF WHETHER SUCH DAMAGE OCCURS AS A RESULT OF FAXLOGIC'S NEGLIGENCE OR OTHER ACTS OR OMISSIONS. FAXLOGIC'S LIABILITY FOR ANY ACT OR OMISSION SHALL IN NO EVENT EXCEED THE PRORATED MONTHLY SERVICE CHARGES WITH RESPECT TO THE AFFECTED TIME PERIOD. THE LIMITATIONS SET FORTH HEREIN THIS SECTION APPLY TO ANY AND ALL CLAIMS, INCLUDING THOSE FOUNDED IN BREACH OF CONTRACT, BREACH OF WARRANTY, PRODUCT LIABILITY, TORT AND ANY OTHER THEORIES OF LIABILITY, AND SHALL APPLY WHETHER OR NOT SUBSCRIBER WAS INFORMED OF THE LIKELIHOOD OF ANY PARTICULAR TYPE OF DAMAGE. SUBSCRIBER SHALL REIMBURSE FAXLOGIC FOR ALL COSTS AND EXPENSES RELATED TO THE DEFENSE OF ANY SUCH CLAIMS, INCLUDING ALL ATTORNEY FEES AND LITIGATION COSTS. THE PROVISIONS OF THIS SECTION SHALL BE APPLIED TO THE BROADEST AND FULLEST EXTENT PERMISSIBLE UNDER THE LAW, HOWEVER, TO THE EXTENT ANY PORTION OF THIS SECTION IS DETERMINED TO BE UNLAWFUL, INVALID OR UNENFORCEABLE, THEN THIS SECTION SHALL BE CONSTRUED TO LIMIT LIABILITY AGAINST FAXLOGIC TO THE FULLEST EXTENT PERMISSIBLE UNDER THE LAW.


c) INDEMNIFICATION


SUBSCRIBER SHALL BE LIABLE FOR ANY AND ALL USE OF FAXLOGIC SERVICES AND FAX ADAPTER EQUIPMENT BY AUTHORIZED AND UNAUTHORIZED PERSONS MAKING USE OF SUCH SERVICES AND EQUIPMENT, AND SUBSCRIBER AGREES TO DEFEND, INDEMNIFY AND HOLD HARMLESS FAXLOGIC AGAINST ANY AND ALL LIABILITY FOR ANY SUCH USE THAT FAILS TO COMPLY WITH THE TERMS OF THIS AGREEMENT. FURTHER, SUBSCRIBER AGREES TO DEFEND, INDEMNIFY AND HOLD HARMLESS FAXLOGIC FROM ANY AND ALL CLAIMS AND/OR LIABILITY FOR DAMAGES, PERSONAL INJURY, DEATH, FINES, PENALTIES, COSTS, EXPENSES, LOSSES, LOST PROFIT AND REVENUE, PROPERTY DAMAGE, ATTORNEY FEES AND ANY AND ALL OTHER DAMAGES OF WHATEVER KIND AND NATURE RELATING TO AND ARISING OUT OF FAXLOGIC SERVICES, THE USE OF OR INABILITY TO USE FAXLOGIC SERVICES, THE ABSENCE, FAILURE OR OUTAGE OF FAXLOGIC SERVICES, FAX ADAPTER EQUIPMENT, THE USE OF AND/OR INABILITY TO USE FAX ADAPTER EQUIPMENT, THE INSTALLATION OF SUCH EQUIPMENT AND/OR THIS AGREEMENT UNLESS THE CLAIMS OR CAUSES OF ACTION ARISE FROM FAXLOGIC'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.


11. Dispute Resolution


FaxLogic's customer service department can resolve most Subscriber disputes. Subscriber agrees to provide FaxLogic a reasonable opportunity to resolve any dispute or claim arising from or relating to this Agreement and/or FaxLogic Services. Subscriber shall submit written notice to FaxLogic including Subscriber's identifying information, a clear description of the dispute or claim in reasonable detail, as well as any supporting information or documentation. FaxLogic and Subscriber shall negotiate in good faith to resolve any disputes and claims. If no resolution is reached after sixty (60) days from the time FaxLogic receives such written notice, Subscriber may then pursue such dispute or claim in arbitration specifically as provided hereinbelow.


a) Arbitration


FaxLogic and Subscriber agree to arbitrate any and all disputes and claims arising from or relating to this Agreement and/or FaxLogic Services, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory; disputes and claims that arose before this or any other prior Agreement, including, without limitation, claims related to marketing and advertising; and disputes and claims that may arise after the termination of this Agreement. Any arbitration between FaxLogic and Subscriber shall be administered by a neutral arbitrator instead of a judge or jury in a judicial forum.


FaxLogic or Subscriber may start arbitration proceedings by sending written Notice of Dispute describing the nature of the dispute or claim, the specific relief sought, as well as any supporting information and documentation, to the other party by certified mail. Certified mail sent to FaxLogic shall be addressed to: 15950 Dallas Parkway, Suite 400, Dallas, Texas 75248. Certified mail sent to Subscriber shall be sent to the current contact information on file as provided by Subscriber upon subscription.


The American Arbitration Association's (“AAA”) Commercial Arbitration Rules and the Supplementary Procedures for Consumer-Related Disputes (hereinafter collectively referred to as “AAA Rules”), as modified by these Terms, shall govern any arbitration between FaxLogic and Subscriber, provided however, that upon FaxLogic election and notification to Subscriber and the AAA, the arbitration shall be based solely on the parties' written submissions, and provided that with respect to any arbitration proceeding involving FaxLogic and Subscriber, the statutes of limitations of the State whose laws govern the Terms of this Agreement, and any dispute between FaxLogic and Subscriber relating to the Terms of this Agreement, shall apply. All matters of the arbitration, exclusive of matters relating to the scope and enforceability of the arbitration provision, shall be decided by the arbitrator, whose judgment will be binding and conclusive to all parties involved, and may be entered by any court of competent jurisdiction. The Arbitrator shall not have any authority to award any special or punitive damages, except as permitted by the Terms of this Agreement. Any claim arising from or relating to this Agreement shall be brought within one (1) year after the claim arises, or the claim shall be forever barred. Unless FaxLogic and Subscriber agree, the Arbitrator may not consolidate the claims of more than one person or entity, and may not otherwise administrate any other form of a representative or class proceeding.


FaxLogic and Subscriber agree that any dispute resolution proceedings, whether in arbitration or in any other judicial forum, shall be conducted only on an individual basis and not in a class or representative action. Neither FaxLogic nor Subscriber shall be a party to or a member in a class, consolidated or representative action or proceeding.


Notwithstanding anything to the contrary herein this Agreement, or any other agreement between FaxLogic and Subscriber, FaxLogic and Subscriber agree that with respect to disputes and claims for outstanding invoices:


i) FaxLogic may take disputes to small claims court, if such disputes qualify for hearing by such court;


ii) If Subscriber fails to pay amounts due in a timely manner, FaxLogic may refer Subscriber's account to a collection agency that may pursue, in court, all past due debts and any interest or cost of collection permitted by this Agreement and applicable law.


Further, FaxLogic and Subscriber agree that:


i) Either party may take disputes over the validity of any party's intellectual property rights to a court of competent jurisdiction;


ii) Any dispute related to or arising from allegations of fraudulent or unauthorized use and theft of service may be brought to a court of competent jurisdiction;


iii) Either party may seek interim or preliminary relief necessary to protect rights and property in a court of competent jurisdiction while pending completion of arbitration proceedings.


12. Miscellaneous



a) Export Controls


Subscriber shall comply with all relevant regulations and export laws of the United States of America, including, without limitation, the U.S. Export Administration Regulations, administered by the Department of Commerce, Bureau of Industry and Security.


b) Assignment


The Terms of this Agreement shall be binding upon, inure to the benefit of, and be enforceable against Subscriber's respective successors and assignees. Subscriber may not assign this Agreement or any rights, interests or obligations in connection with FaxLogic Services, without prior written consent from FaxLogic.


c) Amendment


FaxLogic may amend this Agreement, together with any conditions, policies and price schedules, from time to time. Notice of any such amendments shall be posted on this Website, and deemed given and effective on the date posted. Subscriber's continued use of FaxLogic Services after such effective date shall be deemed as acceptance of the posted amendments. If Subscriber does not accept the posted amendments, Subscriber shall immediately discontinue use of all FaxLogic Services and terminate any subscription to said Services pursuant to the terms herein governing termination.


d) No Waiver of Rights


FaxLogic's failure to exercise or enforce any rights or provisions of this Agreement shall not constitute a waiver of the rights or provisions, and any exercise or enforcement of FaxLogic's rights are made in its sole discretion.


e) Survival


The Terms of this Agreement relating to disclaimers, indemnification, limitations of liability, billing and payment, as well as resolution disputes shall survive the termination of Services and the termination of this Agreement to the extent permissible by applicable law.


f) Severability


If any Terms or any portions thereof are held to be invalid or unenforceable, all other remaining portions of such Terms and all other Terms of this Agreement shall remain valid and enforceable.


g) Entire Agreement


The terms of this Agreement and any other agreements incorporated herein by reference, constitute the entire agreement between the parties hereto and supersedes any prior agreements and any and all prior statements, understandings, writings, commitments, or representations concerning its subject matter.


h) Governing Law


The laws of the State of Texas shall govern this Agreement except to the extent such laws are preempted by or inconsistent with applicable federal law. When this Agreement is a transaction in interstate commerce, the Arbitration provisions herein shall be governed, interpreted and enforced by the Federal Arbitration Act and not State arbitration law.


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15950 Dallas Parkway · Suite 400 · Dallas, Texas 75248
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+1 (972) 664-3801 Fax