Legal Notices

1. Services

All Services listed below may be modified, enhanced, or extended from time to time to include additional features or modules that provide additional or improved document processing or data analysis capabilities; any such modifications, enhancements or modules will be governed by this Agreement unless otherwise agreed in writing by the Parties. The Services may also include related, ancillary or supplementary features, models or tools, such as Company’s artificial intelligence (“AI”)-based document processing and data extraction capabilities, that enhance, extend or interoperate with the Services, whether provided directly by Company or through Company’s authorized service providers.

1. eFax^®: eFax enables customers to send, receive, and manage facsimile transmissions via the internet without the need for traditional fax machines, or on-premise fax servers. The Service includes the assignment of one or more telephone numbers to be assigned to send and/or receive facsimile transmissions (“Fax Numbers”), which may be geographic, toll free, or non-geographic, depending on availability and Customer selection. The eFax services are sold under multiple brand names, including but not limited to eFax Corporate for our enterprise business customers, eFax Protect and eFax Business for our small and medium business customers, and eFax Plus, eFax Pro, and eFax Personal for our personal users, each of which may include varying additional features for additional cost.
2. eFax^® Unite: eFax Unite is a web application available only to healthcare organizations that provides healthcare connectivity services and includes access to a web-based communication portal and the option to subscribe to integration/connectivity services. eFax Unite includes eFax, with storage enabled and the following:
   1. Web Based Communications Portal. Centralizes and manages all major forms of patient information sharing and communications. Features may include:
      1. Inbox – Receive incoming Fax and Direct Secure Messages to a shared inbox.
      2. Triage – Split a fax document or delete unwanted pages, create new documents by collating pages from different faxes.
      3. Workflow routing – Workflow steps & Routing Rules
   2. Direct Secure Messaging (DSM):
      1. A standard used to electronically send and receive content that may contain PHI between Healthcare providers and Healthcare IT systems.
   3. Integration/Connectivity:
      1. Subscribe to connect/integrate with certain third-party healthcare Interoperability Networks, HIE or Partner Network, EHR or Organization. Such services may be provided by a third-party and subject to the terms of use provided by such third party.
      2. Identity Proofing (NIST Level 3) is a pre-requisite to using the Unite Services. Customers may be required to perform Identity Proofing periodically and in the event your user account is disabled.
3. eFax^® Clarity: Clarity service is an AI based document processing service that extracts certain content (as designated by the Company) from the inbound documents received through eFax, eFax API or Conductor and delivers the extracted content in a structured data form to the Customer. Storage must be enabled in order to utilize Clarity service. Clarity Service may be modified to include additional features or modules that provide additional or improved document processing or data analysis capabilities.
4. eFax^® Conductor: (Cloud based service only): The Conductor Integration and Delivery Engine enables interoperability between connectivity protocols and standards-based message formats. Conductor supports the ability to receive content in a given message format and in the connectivity protocol supported by the sending entity, and then convert that content into the desired message format and deliver it via the connectivity modality required by the receiving entity. All content is encrypted at rest and in transit. Storage must be enabled in order to utilize this Service. Secure Connectivity protocols supported by Conductor include (but are not limited to) Direct Messaging, TCP/IP, HTTPS, SFTP, Proprietary API’s Standards-based Message formats supported by Conductor include (but are not limited to) Health Level 7 (HL7) version 2, Fast Health Interoperability Resource (FHIR), Consolidated Clinical Document Architecture (C-CDA), XML, JSON. SOAP.
5. jSign^®: jSign offers customers a simple and easily integrated electronic signature solution with enterprise level capabilities to sign, send, track, and collect electronic signatures in minutes with certificates and audit trails available.

« Back to top

2. Rules Regarding Fax Numbers; Porting

1. You understand and agree that the Fax Numbers you use to receive faxes as part of the Services are only available to You during the term of your agreement or until the Company no longer provides You with that Fax Number for the Services, subject to the additional terms below and unless you satisfy the provisions in section (b) below. The Company is granting You the revocable permission to use such Fax Numbers in accordance with this Agreement for up to the length of Your service term and subject to Section 2(d) below. You understand that the Company is the customer of record of all Fax Number(s) provided as part of the Services and, therefore, the Company has certain rights with respect to such Fax Number(s), including without limitation certain rights relating to porting of such Fax 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 all Fax Number(s), the Company has the direct relationship with the telephone carrier that provides the underlying telecommunications that support the Services You receive from the Company. You understand and agree that the Company is not, itself, a telephone carrier and is therefore not under any legal obligation to permit You to port any Fax Number(s) provided. As a courtesy, the Company will allow You to request porting out a number that You ported in, if You satisfy all provisions in section (b) below. You understand and agree that You are expressly prohibited from causing or attempting to transfer the Fax Number assigned to You to any other service provider, telephone carrier or any other person or entity unless You satisfy all provisions in section (b) below.
2. Fax Numbers Ported In. You may port Your existing fax numbers to our platform (“Ported Fax Number”) pursuant to this Agreement and the Letter of Agency found [here]. Please note that administrative charges apply for this Service for both porting in and porting out numbers and such charges vary based on location and quantity, including whether or not the numbers are part of a block of at least 50 continuous fax numbers (“Block Ports”) and whether the numbers are domestic or international. Supplier’s administration fees for porting Ported BSNs (both to Supplier and/or back to Customer) depend on location and quantity.

   You acknowledge and agree that You may port in certain telephone numbers from Your current telecommunications carrier(s) to the Company’s telecommunications carrier(s) to be placed in the Company’s name. If You “ported in” any telephone number(s), or you are entitled to “port out” a telephone number under non-U.S. Law, You may “port out” such number(s) in connection with terminating Your account only if You satisfy the following requirements: (i) You provide written notice to the Company of your intention to “port out” such telephone number(s) no later than thirty (30) days after the date of termination of your account (the “porting notice period”); (ii) Your new telephone carrier provides the Company’s telephone carrier with a duly executed porting request prior to the expiration of the porting notice period; (iii) You have paid the Company for all Services provided to You prior to the date you provide notice of your intent to terminate Your account; and (iv) prior to the expiration of the porting notice period, the Company has received an administrative fee to cover its reasonable costs associated with processing the port in an amount of U.S. $40 (or the equivalent in local currency) per telephone number. You hereby authorize the Company to charge your credit or debit card in the applicable amount for such administrative fee. The porting process can be lengthy and involves third parties not under the control of the Company; if You would like to maintain your Services during the porting process, You must maintain your account in an active status and not terminate Your account until the port is complete. Regardless of when the port out is complete, You will continue to be responsible to pay all applicable account fees with respect to the telephone numbers until You formally terminate Your Services. If You fail to satisfy any of the foregoing requirements, the Company shall remain the customer of record of the number(s) and You are expressly prohibited from causing or attempting to cause such number(s) to be transferred to any other service provider, telephone carrier or any other person or entity. The Company also retains the right to reclaim the number(s) from You if the Fax Number(s) are ported out in contravention with these requirements and to charge or collect the liquidated damages set forth above. You understand and agree that even if you satisfy the requirements set forth in this section 3(b), technical or procedural difficulties or interruptions may occur when attempting to port out these numbers (e.g. When no porting agreement exists between Your and our telephone carrier or for any other reason) and such difficulties or interruptions may prevent Your new carrier from porting the numbers. The Company is not responsible for such technical or procedural difficulties or interruptions and You will receive no refund of your administrative fee.

3. Company Provided Fax Numbers. All Fax Numbers provided to You by the Company (other than a Ported Fax Number) will remain the exclusive property of the Company and will not be ported to You.
4. Reassignment of Telephone Numbers. You understand and agree that following the termination of Your Services for any reason, the Fax Number(s) assigned to You may be immediately re-assigned to another customer. You agree that the Company will not be liable for damages (including consequential or special damages) arising out of any such re-assignment; and you hereby waive 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. You further understand and agree that the Company may, from time to time, need to change or otherwise remove the Fax Number(s) assigned to You (whether due to an area-code split or any other reason, whether outside or within the Company’s control). You agree that the Company will not be liable for any damages (including consequential or special damages) arising out of any such change in or removal of the Fax Number(s) assigned to You, and You hereby waive any claims with respect to any such change, whether based on contractual, tort or other grounds, even if the Company has been advised of the possibility of damages.
5. No Right to Charge Third-Party Services to Fax Numbers. You agree that you are not authorized to charge services provided to You or, at Your request, to the Fax Number assigned to You by the Company and that You will not request or, otherwise cause any third-party service provider to charge any such services to such number. Any such charges will give the Company the right to immediately terminate or suspend Your account without notice.

« Back to top

3. Fax Storage

1. If storage is enabled on Your account, You may access the fax messages associated with Your Fax Number through the online customer portal only for the duration of time reflected on Your Plan and in no event longer than Your service term. Storage beyond 6 months for eFax Personal and 12 months for eFax Business may be subject to additional fees. For select Plans, Your Administrator may have the ability to reduce the retention period for stored faxes, measured from the date of receipt of such fax. For jSign, You may access documents associated with Your jSign account for up to 12 months from the date the document was submitted through the jSign service or up to the termination date of your account, whichever occurs first. You acknowledge that the Company may change its terms concerning storage of fax messages, including without limitation, the fees for storage, the maximum number of days that fax messages will be retained, the maximum number of messages stored at any one time, and the maximum storage space that will be allotted on the Company’s servers on Your behalf, at any time. You further agree that, subject to applicable law, the Company has no responsibility or liability whatsoever for the storage, deletion of, or failure to store any fax messages and/or other communications maintained or transmitted by the Services, whether or not such failure prevents you from utilizing the feature, including but not limited to the storage or deletion of any faxes.
2. Upon account closure for any reason, You will lose access to all faxes connected with Your account (including those stored in the eFax Message Center). It is Your responsibility to download or otherwise transfer Your faxes prior to closing your account. You agree that the Company has no responsibility or liability whatsoever for the foregoing. You further agree not to use the Services to store (1) any “protected health information” (as such term is used in the Health Insurance Portability and Accountability Act of 1996, Pub. L. No. 104-191 (“HIPAA”)) unless You have a Business Associate Agreement with the Company and are using a HIPAA appropriate level of Service, or (2) any other type of information that imposes independent obligations upon the Company.

« Back to top

4. API Usage and Storage Limits

The Company may make its API available to Customer for integration and/or data access purposes in accordance with any documentation provided therewith (“Documentation”). Customer’s use of the API is subject to rate limits, usage quotas, and other technical restrictions as published in the Documentation or as otherwise communicated or updated by Company from time to time. Company will monitor Customer’s API usage patterns and may impose additional restrictions, throttle requests, or suspend/terminate API access for any reason, including but not limited to if Customer’s usage (a) exceed its subscription level or reasonably anticipated use case, (b) adversely affects the Company’s ability to perform the Services for its customers, or (c) constitutes automated scraping, mass queries, attempts to circumvent applicable rate limits, or any other abuse of Service, in Company’s sole discretion. Requests exceeding applicable limits will be rejected with an appropriate error response. Continued or repeated violations of usage limits shall constitute a material breach of this Agreement and subsequent termination of your account.
« Back to top

5. Searchable Faxes

The Company will scan, perform optical character recognition and index the text of fax messages received through Your Fax Number. If applicable to Your Service, the indexed text of these faxes will be searchable through the online eFax Corporate Message Center for as long as the faxes are stored there. You further agree that, subject to applicable law, the Company has no responsibility or liability whatsoever for the searching or indexing of or failure to search or index any fax messages and/or other communications maintained or transmitted by the Services.
« Back to top

6. Services Provided by Other Service Providers:

The Company offers the Service to its Customers as a capability, consistent with the terms and conditions hereof, for generating, acquiring, transforming, processing, utilizing or making available information via telecommunications services purchased from telecommunications carriers (“Carriers”) and information services purchased from other ISPs. The Company does not provide or resell telecommunications services, but where necessary may obtain and integrate telecommunications services from Carriers as part of the Service it offers to its Customers. The per minute charge, if any, charged by the Company to its customers for any or all of the Services includes: (a) the charges, surcharges, taxes, fees, and assessments, without limitation, imposed on the Company by Carriers, calculated on a per minute basis (“Carrier charges”), and (b) a Service management fee equal to the difference, if any, between the charges imposed by the Company for any or all of the Services and Carriers’ charges. The Company also uses other service providers for the purpose of supporting payment processing, user authentication, reports and analytics, customer engagement, data storage services, expanded functionality such as EHR integration, data extraction and intelligent processing, document processing and workflows, and additional services that may be connected with your organization’s platform. Please refer to our current Privacy Policy for further information.

Further, the Service may contain links to, or integrations with, third-party websites, services, or resources (“Third-Party Providers”). Your interactions with Third-Party Providers are governed solely by their respective terms of service and privacy policies. If You connect to a Third-Party Provider outside the control of the Company, You accept all liability arising from the use of the connection, including but not limited to, the security and configuration of the connection and remote system, the use of data obtained from the Third-Party Provider, and accuracy of data transmitted to or from the Third-Party Provider. You further agree that You will not use the Service to connect to a Third-Party Provider in a way that may violate the terms of this Agreement or cause harm to the Company, the Service, its partners, or other users of the Service.
« Back to top

7. Customer Obligations

1. Onboarding. You will be notified of certain onboarding requirements via email, including but not limited to the following requirements:
   1. E-mail Verification
   2. Credit Application
   3. Payment Method
   4. Administrator Account Setup
   5. ID Proofing

   You are responsible for following the instructions. Account creation and receipt of Services are contingent upon these requirements being met.

2. Account Set up. You are responsible for properly configuring and using the Services provided by the Company, this includes but is not limited to the following:
1. Service detail configuration at account and sub account level, including account security and protection.
2. User creation, management and removal, including managing the Services available to users and the roles and permissions associated with each user.
3. You will be provided with temporary Account Log-In Credentials in a secure manner for users designated by You as the Account Administrator (“Administrator”) . It is Your responsibility to update the temporary Log-In Credentials following the guidelines provided by the Company. It is Your responsibility to ensure that all users created and managed by You follow the security guidelines provided and do not sell or share these details. You are entirely responsible for maintaining the confidentiality of Your PIN/ password and account information.

« Back to top

8. Customer Conduct

1. Customer End Users. You are responsible for all individual users who access and/or use the Services through Your account (such individual users are referred to as “End Users”). Accordingly, the terms, conditions, restrictions and obligations of this Agreement applicable to You (excluding Your payment obligations) shall be construed to also apply to all End Users, and You shall be liable for any breach of those terms, conditions, restrictions and obligations by any End User.
2. You are solely responsible for providing all required notices and obtaining and maintaining all consents, authorizations and permissions from any persons whose data, communications or content are submitted to, transmitted via, stored by or otherwise processed through the Services (including fax senders and recipients), in each case to the extent required under applicable privacy, data protection, telecommunications, electronic communications or call recording/interception and wiretapping laws and guidelines.
3. Customer Responsibilities for Content and Conduct. You are fully responsible for the contents of Your transmissions through the Services. The Company simply acts as a passive conduit for You to send and receive information of Your own choosing. However, the Company reserves the right to take any action with respect to the Services that the Company deems necessary or appropriate in its sole discretion, if the Company believes You or Your information may create liability for the Company, compromise or disrupt the Services for You or other customers, or cause the Company to lose (in whole or in part) the services of the Company’s ISPs or other suppliers. Your use of the Services is subject to all applicable local, state, national, and international laws and regulations (including, without limitation, those governing account collection, export control, consumer protection, unfair competition, anti-discrimination, securities or false advertising). You agree: (1) to comply with all laws regarding the transmission of technical data exported from any country through the Services; (2) not to use the Services for any illegal purpose; (3) not to interfere with or disrupt networks connected to the Services; (4) to comply with all regulations, policies and procedures of networks connected to the Services; (5) not to use the Services to infringe any third party’s copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy; (6) not to use the Services or related software to knowingly transmit misleading or inaccurate caller identification information for any reason, including doing so with the intent to defraud, cause harm, or wrongfully obtain anything of value; and (7) not to transmit or upload, through the Services, any unlawful, harassing, libelous, abusive, threatening, harmful, vulgar, obscene or otherwise objectionable material of any kind or nature. You further agree not to transmit or upload any material that encourages conduct that could constitute a criminal offense, give rise to civil liability or otherwise violate any applicable local, state, national, or international law or regulation. The Services make use of the Internet for You to send and receive information of Your own choosing. As a result, Your conduct is subject to Internet regulations, policies and procedures. You agree not to use or reference the Services for chain letters, junk fax or junk mail, spamming or any activity making use of distribution lists to any person who has not given specific permission to be included in such a process or on such a list. You further agree not to attempt to gain unauthorized access to other computer systems. You shall not interfere with another customer’s use and enjoyment of the Services. You further agree not to use the Services to store (1) any “protected health information” (as such term is used in the Health Insurance Portability and Accountability Act of 1996, Pub. L. No. 104-191) unless You are using one of the Secured Services as designated in the Business Associate Agreement in Section 23, or (2) any other type of information that imposes independent obligations upon the Company.

   You must (a) obtain and pay for all equipment and third-party services (e.g., Internet access and email service) required for You to access and use the Services; (b) maintain the security of your PIN/password and other confidential information relating to your Services account; (c) immediately notify the Company of any unauthorized use of Your account or any other breach of security known to You; and (d) be responsible for all charges resulting from use of the Services, including unauthorized use prior to Your notifying the Company of such use and taking steps to prevent its further occurrence.

4. Network Conduct and Unsolicited Communications. The Service makes use of the Internet for Customer to send and receive information of Customer’s own choosing; therefore, Customer’s conduct is subject to Internet regulations, policies and procedures. Customer will not use or reference the Service for chain letters, junk fax or junk mail, spamming or any use of distribution lists to any person who has not given specific permission to be included in such a process, and will not attempt to gain unauthorized access to other computer systems. Customer shall not interfere with another customer’s use and enjoyment of the Service or another entity’s use and enjoyment of similar services.
5. No Resale of the Services. You are prohibited from selling, reselling, renting or leasing the use of the Services.

« Back to top

9. Unsolicited Fax/Spam Drop-Box Policy

1. Unsolicited Fax Policy: The transmission of unsolicited faxes without consent may be prohibited in the United States under the Federal Telephone Consumer Protection Act of 1991 (TCPA) and in the European Union under the Privacy and Electronic Communications Regulations 2003, and may also be prohibited under the laws of a number of other countries, states and provinces. Unsolicited faxes that are transmitted based on consent must contain an opt-out notice that is clear and conspicuous, states that a recipient may request the sender not fax any future unsolicited faxes, that failure to comply with the opt-out request within 30 days is unlawful, explain the requirements for a recipient to make an opt-out request, and include either a domestic phone or fax number, or a cost-free mechanism for an opt-out request. The use of Services to transmit unsolicited faxes without consent as allowed by applicable law or regulation is prohibited and may be considered a material violation of this Agreement. If You violate this Unsolicited Fax Policy, the Company reserves the right to restrict access to Services and/or terminate the Agreement and pursue other legal remedies available to it; or any combination of these remedies.

   Notwithstanding the above, the Company’s distribution of advertising to its customers is not considered unsolicited fax advertising based upon Your acceptance of this Agreement.

   At the Company’s option and without further notice, the Company may use technologies and procedures, such as filters, that may terminate the transmission of such unsolicited fax advertisements without delivering them.

   If You believe that you are in receipt of an unsolicited fax, and if the fax contains a telephone number, fax number or other contact information to “unsubscribe” from receipt of additional junk faxes, please unsubscribe by contacting the sender accordingly.

   Because Fax Numbers may be reassigned to other customers in the event Your account is canceled, and to ensure the best possible service for all customers, You are not permitted to “opt in” to receive, on Your Fax Number(s), facsimile advertisements/solicitations of the commercial availability or quality of any property, goods or services from companies or persons with whom you have not established a business relationship.

2. Unsolicited Fax Drop-Box Policy: The Company does not permit its customers to use Fax Numbers as “drop-boxes” for unsolicited email or faxes. If You are assigned a Fax Number you believe was used as a “drop-box” for unsolicited faxes, please unsubscribe to any unwanted faxes directly with the sender. Please contact customer service if You believe your Fax Number has been used as a “drop-box.” Further information can be found at https://www.efax.com/legal#reportspam. If You are unsuccessful in stopping the unwanted transmissions, and You believe the unwanted transmissions are coming from a Company customer, You may sign up for the Consensus Do Not Call List by filling out the form available at https://www.consensus.com/do-not-call/.

« Back to top

10. Charges, Billing, and Payment Terms

1. Charges. You will pay all charges for the Services as set forth in the applicable Plan (whether or not Customer has provisioned Services to its End Users or otherwise initiated use of the Services). All such charges are exclusive of sales taxes, valued added tax, universal service fees and other federal, state, municipal or other governmental taxes, charges or levies (collectively “Taxes”) now in force or enacted in the future, all of which You are responsible for paying in full, except as required by law. Your payment obligation for the Services shall accrue as of the date you accept Your Plan or order. You understand and agree that the following are non-refundable and paid up-front: usage, storage, activation fee, setup or other up-front fees, monthly subscription fees are payable on a monthly basis upfront, and annual subscription fees are payable on an annual basis upfront. Cancellation on the first day, or any day, of a monthly period shall be considered as Your usage for that monthly period and no refund shall be made for that monthly period. With respect to outbound fax transmissions, 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. The Company reserves the right to change prices or institute new charges for access to or use of the Services at any time upon not less than thirty (30) days’ notice to Customer.
2. Billing and Payment Terms. An administrative late fee of $4.95 USD or $6.00 CAD (or the approximate equivalent in local currency) or the maximum amount permitted under and subject to applicable law, may be charged to Your account each time full payment of your outstanding balance is not received by the payment due date. You agree that the Company may submit charges for late fees without further authorization from or notice to You, until You provide prior notice (in accordance with the Company’s verification procedures, as may be established by the Company from time to time in its sole discretion) that You have terminated or canceled your Services, or wish to change your designated payment card(s). Such notice will not affect charges submitted before the Company reasonably could act on Your notice.
3. Payment via Credit or Debit Cards. Your activation fee, usage charges, and monthly, quarterly, bi-annual or annual services fees, usage charges and late fee, as applicable, must be made by the credit or debit card(s) designated by You for the Company use and transactions. If the payment method for Your account is by credit or debit card and payment is not received by the Company from the card issuer or its agent or affiliate, You agree to pay all amounts due upon demand by the Company. Each time you use the Services, or allow or cause the Services to be used, You agree and reaffirm that the Company is authorized to charge your designated card(s). Your card issuer’s agreement governs Your use of Your designated card in connection with payment for the Services, and You must refer to such agreement (not this Agreement) with respect to your rights and liabilities as a cardholder. In order to avoid interruptions in the Services caused by rejected credit or debit card charges, the Company reserves the right, subject to applicable law, to update Your credit or debit card details (such as expiration dates or new card numbers). You understand and agree that the Company is entitled to obtain such updated information and process the payment accordingly. You must also promptly notify the Company if Your card is canceled for any reason, including loss or theft. You acknowledge and accept that Company may automatically bill or charge the designated credit or debit card for any outstanding balances after You notify Company of the change or update the designated payment information in Your account. Customer further agrees that the Company may submit all non-recurring plan charges, such as additional page fees and other such fees, 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. Such notice will not affect charges submitted before the Company reasonably could act on Your notice.
4. Free Trials Periods. If Your Plan includes a defined free trial period, Your card will be pre-authorized and charged for activation fees, monthly or annual recurring fees, and usage charges after the trial. If the payment method is an invoice, the Customer will be billed in advance for all applicable charges, effective following the end of the free trial period. If the Service is canceled during the free trial period, You are only responsible for any applicable overage charges. If You cancel after the trial period, You’ll be charged for Your selected subscription Plan period.
5. Pre-Paid Discounts. If You subscribed to the Services pursuant to a special offer granting a pre-paid discount for a fixed number of months, Your pre-paid fees are payable in advance and are COMPLETELY NON-REFUNDABLE. In addition, Your initial monthly service fee for the month immediately following Your pre-paid period will be PRE-AUTHORIZED AGAINST YOUR CREDIT CARD OR DEBIT CARD LIMIT and will be immediately charged to Your credit or debit card, without further authorization from You, upon the expiration of such pre-paid period, unless You provide prior notice (in accordance with the Company’s verification procedures, as may be established by the Company from time to time in its sole discretion) that You have terminated this authorization. Such notice will not affect charges submitted before the Company reasonably could act on your notice.
6. Payment Collection, Service Suspension, and Service Reactivation. You agree 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 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 service re-activation fee may be charged to reactivate the account.
7. Fax Page Calculation. For certain subscription Plans, the number of pages sent or received for pricing purposes is calculated based on the greater of the actual number of pages or the number of full and partial 60-second increments of transmission or connection time, whether or not the transmission occurs or is completed (such as instances when someone answers the call or transmission is interrupted before completion). For example, a one-page fax with a transmission duration of 30 seconds is recognized as one page; and a one-page fax with a transmission duration of one minute and six seconds is recognized as two pages.
8. Included Pages in Plan – Included Pages or Service Credit. If Your Plan includes a number of inbound and/or outbound fax pages, it is administered by applying a monthly usage credit to Your account and assumes that each outbound page is sent to a destination with the per page rate included in Your Plan (or the local currency equivalent). Therefore, Your number of included fax pages for a given thirty (30) day period may be less than the number specified for Your tier of eFax service set forth in your order if You send to destinations with applicable per-page usage rates in excess of the fees per fax page. Unused inbound or outbound services credits are valid fin the month issued and expire at the conclusion of each applicable thirty (30) day period or when Plan is terminated or modified to another Plan. Inbound or outbound Services credits have no cash value. Such credits do not roll over to the next thirty (30) day period, and You will receive no cash refund in the event any unused inbound or outbound Services credits remain in Your account upon termination or closure of Your account.
9. Additional Usage Charges. For certain Plans, additional charges apply when You exceed the number of inbound or outbound fax pages included in your Services tier. Usage fees are payable in advance at a fixed amount as set from time to time by the Company, currently U.S. $10.00 or the approximate equivalent in local currency (the “Usage Prepay Amount”). You may choose to increase the size of Your Usage Prepay Amount by logging into Your account at the eFax Website or by contacting the Company’s Customer Service Department. The Usage Prepay Amount will be immediately and automatically charged to Your credit or debit card without further authorization from You upon incurring usage in excess of the number of inbound or outbound fax pages included in Your eFax service tier (or, in the event you are provided with a free usage credit, upon your depletion of such credit). Your Usage Prepay Amount will thereafter be reduced based upon Your incurring usage fees, and each time Your Usage Prepay Amount is depleted to a certain level (currently U.S. $2.00 or the approximate equivalent in local currency), another fixed Usage Prepay Amount in the same amount as the prior Usage Prepay Amount will be immediately charged to Your credit or debit card, without further authorization from or notice to You.

   Upon You giving the Company notice that You have terminated or canceled Your Services, or in the event that the Company should terminate or cancel your Services or account in accordance with the provisions herein, the unused portion of Your Usage Prepay Amount (if any) will be applied toward any outstanding charges, and any remaining portion of your Usage Prepay Amount will be forfeited and non-refundable.

   In addition, in the event You fail to incur usage charges on the Services for a period of six (6) months or longer, You will be deemed to have forfeited any remaining Usage Prepay Amount in Your eFax account. In such event, the Company reserves the right to eliminate Your remaining Usage Prepay Amount (if any) without notice.

10. Usage and/or Account Credit Balances. The Company may, from time to time, award you a credit applied to Your eFax Services usage and/ or account balance, which is a non-refundable credit . eFax Services usage and/ or account credit balances have no cash value and will expire on the earlier of (i) termination of Your account or (ii) 30 days after they are issued, and are subject to any additional terms associated with the credit offer
11. eFax Pro:
    If You registered for the eFax Pro service on or after May 31, 2011:

    Unless You registered for a different Plan on the eFax website, through an application, or with a Sales Representative or unless otherwise stated in Your customer portal, You may receive up to 200 fax pages (inbound) and may send up to 200 fax pages (outbound) within any thirty (30) day period, regardless of whether You are issued a local or a toll-free Fax Number. Faxes received in excess of the inbound 200-page limit are charged at $0.10 (or the local currency equivalent) per page, and faxes sent in excess of the outbound 200-page limit are charged at the applicable per-page rate listed at https://www.efax.com/international-fax-rates . See section g above for page calculation.

    If you registered for the eFax Pro service prior to May 31, 2011:
    Unless otherwise stated in Your customer portal, if You were issued a local (non-toll free) Fax Number, You may receive up to 200 fax pages (inbound) within any thirty (30) day period. Faxes received in excess of the inbound 200-page limit are charged at $0.10 (or the local currency equivalent) per page. Faxes sent (outbound) are charged at the applicable per-page rate listed at the eFax Website starting with the first page sent. See section g above for page calculation.
    If You were issued a toll-free Fax Number, You will be charged $0.20 (or the local currency equivalent) per page received (inbound) starting with the first page received and will be charged the greater of $0.20 or the applicable per-page rate listed at the eFax Website for each page sent (outbound) starting with the first page sent. See section g above for page calculation.

12. eFax Plus:
    If You registered for the eFax Plus service on or after May 31, 2011:
    Unless You registered for a different Plan on the eFax website through an application, or with a Sales Representative, or as otherwise stated in Your customer portal, You may receive up to 150 fax pages (inbound) and may send up to 150 fax pages (outbound) within any thirty (30) day period, regardless of whether You are issued a local or a toll-free Fax Number. Faxes received in excess of the inbound 150-page limit are charged at $0.10 (or the local currency equivalent) per page, and faxes sent in excess of the outbound 150-page limit are charged at the applicable per-page rate listed at the eFax Website. See section g above for page calculation.

    If You registered for the eFax Plus service prior to May 31, 2011:
    Unless otherwise stated in Your customer portal, If You were issued a local (non-toll-free) Fax Number, You may receive up to 130 fax pages (inbound) and may send up to 30 fax pages (outbound) within any thirty (30) day period. Faxes received in excess of the inbound 130-page limit are charged at $0.15 (or the local currency equivalent) per page, and faxes sent in excess of the outbound 30-page limit are charged at the applicable per page rate listed at the eFax Website. See paragraph (b) below for the definition of a fax page.
    If You were issued a toll-free Fax Number, you will be charged $0.20 (or the local currency equivalent) per page received (inbound) starting with the first page received and will be charged the greater of $0.20 or the applicable per page rate listed at the eFax Website for each page sent (outbound), starting with the first page sent. See paragraph (b) below for the definition of a fax page.

13. Notification of Changed Billing Information: You must promptly notify the Company of changes to: (a) the account number, security code or expiration date of your designated credit or debit cards; (b) Your billing address for the designated credit or debit card; and (c) the name of each minor whom You have authorized to use Your Services account.

« Back to top

11. Term and Termination

1. This Agreement shall commence on the date it is entered into by You and shall continue in full force and effect for the initial term set forth in the applicable Plan, and thereafter this Agreement shall automatically renew at the renewal term set forth in Your Plan or for the same period of time as the initial term if no renewal term is specified.

   To terminate Your Services, You may request termination in your customer account portal or follow the instructions provided at https://www.efax.com/how-to/cancel to terminate Your account. You may also request cancellation via email ([email protected]) or phone (323-817-3207). You will be required to verify Your account in order to process cancellation. Upon termination of Your account, the Company will send You an email confirming that Your account has been canceled.

   If You registered for the Services using Your account with Apple, You must cancel Your auto-renewing subscription in Your iTunes account settings. If You turn off Auto-Renewal, Your subscription will close at the end of Your current billing cycle. Uninstalling a software application will not cancel the subscription. If You uninstall the software application without canceling Your subscription, You will continue to be charged for the Services. For details please visit the Apple support website.

   The Company reserves the right to terminate or suspend Your Services at any time without prior notice or compensation for any reason, including but not limited to non-payment for services, violation of this law, regulation, Agreement or other Company policies, suspected fraudulent activity, discontinuation of the Services or its features, or use of the Services in any manner that compromises the integrity of the Service or Company’s ability to provide the Service to its customers; provided that the Company will attempt to confirm such termination or suspension by subsequent notice. The Company shall not be liable to Customer or any third party for termination of this Agreement or the Service.

2. Termination for Non-Payment. The Company reserves the right to suspend or terminate Your account and associated Services, without notice, upon rejection of any credit or debit card charges, or if Your card issuer (or its agent or affiliate) seeks return of payments previously made to the Company when the Company believes You are 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.
3. Upon account closure, all faxes connected with Your account (including those stored in the eFax Message Center) will no longer be accessible to You. In addition, You understand and acknowledge that in the event the account is later reactivated, Your prior or preferred Fax Number(s) may not be available and Your prior faxes will not be available. Upon account closure, Customer’s right to use the Service immediately ceases. Customer shall have no right and the Company will have no obligation thereafter to forward any unread or unsent faxes to Customer or any third party. Customer shall have no right and the Company will have no obligation after termination to refund any pre-paid amounts to Customer, except as otherwise provided herein. The Company reserves the right to refuse the Service to any customer who has cancelled any number of previous Service accounts. You agree that the Company has no responsibility or liability whatsoever for the foregoing.

« Back to top

12. Ownership; Proprietary Rights To Content

1. The Company may automatically amend this Agreement at any time by (a) posting a revised Customer Agreement on the eFax Website, or (b) sending information regarding the amendment to the email address you provide to the Company. YOU ARE RESPONSIBLE FOR REGULARLY REVIEWING THE eFAX WEBSITE TO OBTAIN TIMELY NOTICE OF SUCH AMENDMENTS. YOU SHALL BE DEEMED TO HAVE ACCEPTED SUCH AMENDMENTS BY CONTINUED USE OF THE SERVICES AFTER SUCH AMENDMENTS HAVE BEEN POSTED OR INFORMATION REGARDING SUCH AMENDMENTS HAS BEEN SENT TO YOU. Otherwise, this Agreement may not be amended except in writing signed by both you and the Company.

« Back to top

13. Disclaimer of Warranties

1. You expressly agree that use of the Service is at Customer’s sole risk. The Service is provided on an “as is” and “as available” basis. The Company expressly disclaims all warranties of any kind, whether express or implied, including, but not limited to the implied warranties of merchant-ability and fitness for a particular purpose. The Company makes no warranty that the Service will meet Your requirements, or that the Service will be uninterrupted, timely, secure, or error free; nor does the Company make any warranty as to the results that may be obtained from the use of the Service or as to the accuracy or reliability of any communications or transmissions, or the accuracy of any translation or alteration of Your transmissions or data, or the accuracy of any information obtained through the Service, or the accuracy or reliability of any filtering technology used in connection with the Service, or that defects in the software will be corrected. Customer understands and agrees that any material and/or data downloaded or otherwise obtained through the use of the Service is done at Customer’s own discretion and risk and that customer will be solely responsible for any damage to Customer’s computer system or loss of data that results from the download of such material and/or data. Customer assumes full responsibility and risk of loss resulting from unauthorized access to or alteration of your transmissions, data or files uploaded, hosted or transmitted via the large file send feature, even if advised of the possibility of such damages, whether arising under any theory of contract, tort (including negligence), strict liability or otherwise. The Company makes no warranty regarding any goods or services purchased or obtained through the Service or any transactions entered into through the Service. The Company assumes no responsibility for the deletion or failure to store fax and email messages. No advice or information, whether oral or written, obtained by Customer from the Company or through the Service shall create any warranty not expressly made herein. Some jurisdictions do not allow the exclusion of certain warranties, so some of the above exclusions may not apply to You.
2. Neither the Company nor any of its affiliates, licensors or service providers shall be held responsible in any way or by any means, either directly or indirectly, for any communications difficulties, including delays or failure in transmission that is outside of the Company’s or any such affiliate’s, licensor’s or service provider’s control, including difficulties which could lead to the interruption of data delivery service to your email address, telephone or any other receiving devices or third-party data storage and/or delivery services. Customer further acknowledges that the transmission of data via fax relies upon third-party telecommunications networks and the Public Switched Telephone Network (PSTN), which are beyond the Company’s reasonable control. The Company does not warrant or guarantee that transmissions will be delivered, timely delivered, or error-free. Factors including, but not limited to, the operational status of the recipient’s fax hardware, telecommunications carrier congestion, signal degradation, and the compatibility of third-party digital integration solutions may impact transmission speeds and successful delivery.
3. Without limiting the foregoing, with respect to the Clarity and any other AI-based data extraction, analytics or similar functionality made available as part of the Services: (i) You acknowledge that such functionality relies on probabilistic models, third‑party data or services and Your provided inputs and configurations, and that outputs may be inaccurate, incomplete or not reflective of the underlying source content, (ii) Company will have no liability for any decisions or actions taken by You based on outputs, recommendations or inferences generated by such functionality, or for any inaccuracies, omissions or incompleteness in such outputs; and (iii) Company will have no liability for any delays, failures or degradations caused by third‑party networks or services, datasets, model behavior or Customer‑provided inputs or configurations. The Company makes no warranty that the data extraction or analysis will be error-free or complete, and You are responsible for reviewing all content for accuracy.
4. With respect to the jSign Service, You acknowledge that not all documents/contracts may be executed in accordance with or pursuant to electronic signature laws, and may instead (or in addition) be subject to other laws governing execution of such documents, including but not limited to certain consumer protection laws. You are solely responsible for determining whether any documents/contracts you choose to use, rely on or execute in connection with the Services may be executed in accordance with or pursuant to electronic signature laws, or are excepted from such laws or subject to other laws. You agree not to hold Company responsible or liable for making such a determination. You additionally acknowledge that Company is not responsible for determining how long you are required to keep any documents/contracts in accordance with any applicable data retention laws or regulations.

« Back to top

14. Indemnification

You agree to indemnify the Company and each of its affiliates, licensors and service providers from and against any and all liabilities, expenses (including attorneys’ fees) and damages arising out of claims based upon use of the Services, including but not limited to: (a) any violation of this Agreement by You or Your End Users, (b) any claim of libel, defamation, violation of rights of privacy or publicity, (c) any loss of Services by other customers, (d) any infringement of intellectual property or other rights of any third parties by You or Your End Users, and (e) any violation of any laws or regulations – including but not limited to any violation of any laws or regulations prohibiting transmission of unsolicited fax advertisements.
« Back to top

15. Limitation of Liability

NO EVENT SHALL THE COMPANY, NOR ITS AFFILIATES, LICENSORS, SUPPLIERS AND SERVICE PROVIDERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, RESULTING FROM THE USE OR THE INABILITY TO USE THE SERVICE OR FOR COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES OR RESULTING FROM ANY GOODS OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH THE SERVICE OR RESULTING FROM UNAUTHORIZED ACCESS TO OR ALTERATION OF CUSTOMER’S TRANSMISSIONS OR DATA, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, USE, DATA OR OTHER INTANGIBLE, AND YOU HEREBY WAIVE ANY CLAIMS WITH RESPECT THERETO, WHETHER BASED ON CONTRACTUAL, TORT OR OTHER GROUNDS, EVEN IF THE COMPANY OR ANY SUCH AFFILIATE, LICENSOR OR SERVICE PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. IN NO EVENT WILL THE COMPANY’S LIABILITY TO CUSTOMERS OR ANY THIRD PARTIES EXCEED THE LESSER OF FEES PAID TO THE COMPANY IN THE 3 MONTHS PRECEDING THE DATE THE LOSS OR DAMAGE FIRST OCCURRED OR $500USD. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO CUSTOMERS.
« Back to top

16. Privacy Policy

The Company is dedicated to establishing trusting relationships with You and all of its customers, based on respect for personal identity and information. The Company’s current Privacy Policy is available at https://www.efax.com/legal#privacypolicy. If the Company makes any change to the Privacy Policy, an updated version will be posted on the eFax Website, and other places the Company deems appropriate, so that You and our other customers are always aware of what information the Company collects, how the Company uses it and under what circumstances, if any, the Company discloses it. The Company will use information in accordance with the Privacy Policy. If, however, the Company is going to use your personally identifiable information in a manner materially different from that stated at the time of collection, the Company will notify You via the primary email associated with Your account or within Your online customer portal.

Business Customers Only:

If You are a business Customer of Consensus Ireland and you are located in the European Union, and the Services involve the processing of personal data which is subject to the General Data Protection Legislation (EU) 2016/679, the “GDPR”), Consensus Ireland 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 Ireland in these terms and conditions. It is assumed such personal data may include all categories of personal data relating to Your, or Your customer’s own clients, customers, suppliers, employees, other personnel and/or other data subjects.

Customer may notify Consensus Ireland of the categories of data subjects or types of personal data to be incorporated into these terms by using the contact details set out in the privacy policy.

As processor, Consensus Ireland 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 Ireland 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 Ireland 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 Ireland is able to comply.

(b) ensure personal data are kept confidential; (ii) take reasonable steps to ensure the reliability and trustworthiness of Consensus Ireland’s personnel and any subprocessors, and (iii) take reasonable steps to ensure that all relevant Consensus Ireland 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 Ireland 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 Ireland under this Agreement with respect to the processing of personal data; subject to compliance with the foregoing, You hereby generally authorise Consensus Ireland 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;

(f) delete (or, upon Your request at or prior to termination, return) any personal data processed in the performance of the Services in Consensus Ireland’s possession within 180 days after the termination or expiry of this Agreement, other than data in relation to which Consensus Ireland is a controller (which will be processed in accordance with our privacy policy) and unless the applicable law of the European Union or an EU Member State requires otherwise;

(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 Ireland 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 Ireland 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 Ireland 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 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.
« Back to top

17. Modifications

1. Company may modify or amend the terms of this Agreement and any applicable addendum upon notice or by posting an updated Agreement on our eFax website. YOU ARE RESPONSIBLE FOR REGULARLY REVIEWING THE EFAX WEBSITE TO OBTAIN TIMELY NOTICE OF SUCH AMENDMENTS. YOU SHALL BE DEEMED TO HAVE ACCEPTED SUCH AMENDMENTS BY CONTINUED USE OF THE SERVICES AFTER SUCH AMENDMENTS HAVE BEEN POSTED OR INFORMATION REGARDING SUCH AMENDMENTS HAS BEEN SENT TO YOU. Otherwise, this Agreement may not be amended except in writing signed by the Company.
2. The Company reserves the right to modify or discontinue any of the Services with or without notice to You. The Company shall not be liable to You, or any third-party, should the Company exercise its right to modify or discontinue the Services.

« Back to top

18. Notices and Consent

Notices given by the Company to You will be given by email, by a general posting on the eFax Website, by a general posting on the customer portal, or by conventional mail. In any matter requiring the Company’s prior consent, such consent will be considered given only if made in writing by an authorized representative of the Company. Notices given by You to the Company must be given by email or by conventional mail (subject, however, to the Company’s verification procedures, as may be established by the Company from time to time in its sole discretion, and which may include the requirement that You contact the Company by phone so as to confirm that any such notice was in fact sent by You). Notices to the Company by conventional mail must be sent to:

Consensus US: Consensus Cloud Solutions, LLC, 700 S. Flower St., 15th Floor, Los Angeles, CA 90017, U.S.A., ATTN: Legal

Consensus Ireland: First Floor, Riverside Two, 43-49 Sir John Rogerson’s Quay, Dublin 2, D02 KV60
Ireland ATTN: Legal

Consensus ANZ: First Floor, Riverside Two, 43-49 Sir John Rogerson’s Quay, Dublin 2, D02 KV60
Ireland ATTN: Legal

Consensus Japan: Marunouchi Kitaguchi Building 10F, 1-6-5 Marunouchi, Chiyoda-ku, Tokyo, Japan ATTN: Legal
« Back to top

19. Governing Law

IF YOU ARE A CUSTOMER OF CONSENSUS US, THE LAWS OF THE STATE OF DELAWARE, U.S.A., EXCLUDING ITS CONFLICTS-OF-LAW RULES, GOVERN THIS AGREEMENT AND YOUR USE OF THE COMPANY’S SOFTWARE AND THE SERVICES.

IF YOU ARE A CUSTOMER OF CONSENSUS IRELAND, THE LAWS OF IRELAND, EXCLUDING ITS CONFLICTS-OF-LAW RULES, GOVERN THIS AGREEMENT AND YOUR USE OF COMPANY SOFTWARE AND SERVICES AND COURTS OF IRELAND SHALL HAVE THE EXCLUSIVE JURISDICTION FOR ANY CLAIMS OR DISPUTES RELATING TO THE SERVICES OR THIS AGREEMENT.

IF YOU ARE A CUSTOMER OF CONSENSUS ANZ, THE LAWS OF AUSTRALIA, EXCLUDING ITS CONFLICTS-OF-LAW RULES, GOVERN THIS AGREEMENT AND YOUR USE OF COMPANY SOFTWARE AND SERVICES AND COURTS OF AUSTRALIA SHALL HAVE THE EXCLUSIVE JURISDICTION FOR ANY CLAIMS OR DISPUTES RELATING TO THE SERVICES OR THIS AGREEMENT.

IF YOU ARE A CUSTOMER OF CONSENSUS JAPAN, THE LAWS OF JAPAN, EXCLUDING ITS CONFLICTS-OF-LAW RULES, GOVERN THIS AGREEMENT AND YOUR USE OF COMPANY SOFTWARE AND SERVICES AND COURTS OF TOKYO, JAPAN SHALL HAVE THE EXCLUSIVE JURISDICTION FOR ANY CLAIMS OR DISPUTES RELATING TO THE SERVICES OR THIS AGREEMENT.

THE U.N. CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS IS EXPRESSLY DISCLAIMED. Nothing in this section shall restrict either of the parties from resorting to the courts or arbitration in any jurisdiction in order to collect, enforce or execute any judgment obtained in the state or territory of competent jurisdiction.
« Back to top

20. Mutual Arbitration Agreement

This section of this Agreement shall be referred to as the “Arbitration Agreement.” Please read this Section carefully. It requires that claims between You and the Company be resolved by binding arbitration or in a small claims court or tribunal. To the extent permitted by applicable law, this Section prevents You from pursuing a class action or similar proceeding in any forum.

1. Scope of Arbitration Agreement. You and the Company agree that any dispute or claim arising out of or relating in any way to the subject matter of the Agreement, including but not limited to Your access or use of the Service the Company software, the applicable Company website, any advertising or marketing communications regarding the Company, any products or services sold or distributed through the Company that You received as a user of the Service, or any aspect of Your relationship or transactions with the Company as a user of the Service (this includes, without limitation, any contract, tort, or statutory claim), will be resolved by binding arbitration, rather than in court. This Arbitration Agreement shall apply, without limitation, to all such disputes and claims that arose or were asserted before, on, or after the effective date of this Agreement.

   This Arbitration Agreement does not cover claims that cannot be arbitrated under governing law or for which a pre-dispute arbitration agreement is unenforceable (after taking into account FAA preemption), or as otherwise provided in this Arbitration Agreement. In addition, to the extent permitted by applicable law, either You or the Company may also apply to a court of competent jurisdiction for temporary or preliminary injunctive relief on the ground that without such relief the arbitration provided in this Section may be rendered ineffectual. You may assert claims in a small claims court or tribunal if Your claims qualify, so long as the matter remains in such court and advances only on an individual (non-class, non-representative) basis.

   IF YOU AGREE TO ARBITRATION WITH THE COMPANY, YOU ARE AGREEING THAT YOU WILL NOT PARTICIPATE IN OR SEEK TO RECOVER MONETARY OR OTHER RELIEF IN ANY CLASS, COLLECTIVE, AND/OR REPRESENTATIVE LAWSUIT. INSTEAD, BY AGREEING TO ARBITRATION, YOU MAY BRING YOUR CLAIMS AGAINST THE COMPANY ONLY IN AN INDIVIDUAL ARBITRATION PROCEEDING.

2. Related Third Parties. This Arbitration Agreement extends to disputes between You and the Company’s Related Third Parties, and to disputes between Your Related Third Parties and the Company, that arise out of or relate to this Agreement. “Related Third Parties” includes a party’s affiliates, subsidiaries, successors, related entities, agents, employees, contractors, subcontractors, insurers, licensees, assignees, vendors, and suppliers. This Arbitration Agreement is expressly intended to inure to the benefit of, and be enforceable by and against, the Related Third Parties, such that either You or the Company may compel arbitration of disputes against the other party’s Related Third Parties, to the maximum extent permitted by law and consistent with this Section (including subsection (g), where applicable).
3. Informal Resolution. You and the Company agree that good-faith informal efforts to resolve disputes often can result in a prompt, low-cost, and mutually beneficial outcome. You and the Company therefore agree that, before either You or the Company demands or attempts to commence arbitration against the other, we will personally meet and confer, via telephone or videoconference, in a good-faith effort to resolve informally any claim covered by this Arbitration Agreement. The informal dispute resolution conferences shall be individualized such that a separate conference must be held each time either party intends to commence arbitration; multiple individuals initiating claims cannot participate in the same informal telephonic dispute resolution conference, unless mutually agreed to by the parties. If a party is represented by counsel, the party’s counsel may participate in the conference, but both parties (You and the Company) shall also fully participate in the conference. Nothing in this Agreement authorizes ex parte communications with a represented party in violation of ethical rules. The party initiating the claim must give notice to the other party in writing of their intent to initiate an informal dispute resolution conference, which shall occur within 60 days after the other party receives such notice, unless an extension is mutually agreed upon by the parties. To notify the Company that You intend to initiate an informal dispute resolution conference, email [email protected], providing Your name, telephone number associated with Your Company account (if any), the email address associated with Your account, and a description of Your claim. In the interval between the party receiving such notice and the informal dispute resolution conference, the parties shall be free to attempt to resolve the initiating party’s claims. The statute of limitations and any filing fee deadlines shall be tolled while the parties engage in the informal dispute resolution process required by this paragraph.

   Engaging in an informal dispute resolution conference is a requirement that must be fulfilled before commencing arbitration. An arbitration shall be dismissed if it was filed without fully and completely complying with these informal dispute resolution procedures. If an arbitration is dismissed because a party willfully failed to comply with these informal dispute resolution procedures, the arbitrator may order the non-compliant party to pay any arbitration filing fees and costs incurred by the other party as a result of the willful failure to comply.

4. Arbitration Rules and Forum. This Arbitration Agreement is governed by the Federal Arbitration Act (“FAA”) in all respects. If for whatever reason the rules and procedures of the FAA cannot apply, the state law governing arbitration agreements in the state in which You reside shall apply. Before a party may begin an arbitration proceeding, that party must send notice of an intent to initiate arbitration and certify completion of the informal dispute resolution conference pursuant to subsection (c). If this notice is being sent to the Company, it must be sent by email to the counsel who represented the Company in the informal dispute resolution process, or if there was no such counsel, then by mail to: Consensus Cloud Solutions Canada ULC, ATTN: Legal Department, 700 S. Flower St., 15th Floor, Los Angeles, CA 90017, USA.

   The arbitration will be conducted by JAMS under its rules and pursuant to the terms of this Agreement. Once the notice certifying completion of the informal dispute resolution conference has been served, the party seeking to arbitrate must then file the arbitration demand with JAMS. If the arbitration is filed with a different arbitration provider than JAMS, that provider shall immediately dismiss the arbitration demand.

   The demand must include (A) the name, telephone number, mailing address, and email address of the party seeking arbitration; (B) a statement of the legal claims being asserted and the factual bases of those claims; (C) a description of the remedy sought and an accurate, good-faith calculation of the amount in controversy, enumerated in United States Dollars (any request for injunctive relief or attorneys’ fees shall not count toward the calculation of the amount in controversy unless such injunctive relief seeks the payment of money); and (D) the signature of the party seeking arbitration.

   Disputes shall be subject to the JAMS Comprehensive Arbitration Rules and Procedures and, if applicable, the JAMS Mass Arbitration Procedures and Guidelines (together, the “JAMS Rules”), available at https://www.jamsadr.com/adr-rules-procedures. You may choose to have the arbitration conducted by video conference.

   The fees that shall apply to arbitrations administered by JAMS, including the payment of all filing, administration, and arbitration fees, are set forth in JAMS’ fee schedule. The Company will pay the portion of the initial case opening fees (if any) that exceeds the filing fee to file the case in a court of competent jurisdiction embracing the location of the arbitration. If the arbitrator finds that You cannot afford to pay an arbitration fee and cannot obtain a fee waiver from the arbitration provider, the Company will pay them for You. Any finding that a claim, counterclaim, or defense violates the standards set forth in Federal Rule of Civil Procedure 11 shall allow the other party to seek to recover their reasonable attorneys’ fees, costs, and expenses associated with defending against the claim or counterclaim. If a party timely serves an offer of judgment under Federal Rule of Civil Procedure 68 or a state or local equivalent, if applicable, and the judgment that the other party finally obtains is not more favorable than the unaccepted offer, then the other party shall pay the costs, including filing fees, incurred after the offer was made.

   If JAMS is not available or willing to arbitrate, the parties will mutually select an alternative arbitral forum. If the parties are unable to agree on an alternative arbitral forum, either party may invoke 9 U.S.C. § 5 to request that a court of competent jurisdiction appoint an arbitrator. To the extent there is a dispute over which arbitration provider shall administer the arbitration, only a court (and not an arbitrator or arbitration administrator) can resolve that dispute, and the arbitration shall be stayed until the court resolves that dispute.

   If at any time the arbitrator or arbitration administrator fails to enforce the terms of this Arbitration Agreement, either party may seek to enjoin the arbitration proceeding in court, and the arbitration shall automatically be stayed pending the outcome of that proceeding.

   If the arbitration involves a request or award for an injunction or monetary relief that exceeds $1,000,000 (one million dollars), then either party shall have the right to appeal the award to an arbitration appellate panel. The notice of appeal must be served in writing on the opposing party within fourteen (14) days after the award has become final. JAMS shall administer the appeal consistent with the JAMS Arbitration Appeal Procedures.

   The parties agree that all of the arbitration proceedings, including any discovery, hearings, and rulings, shall be confidential to the fullest extent permitted by applicable law.

5. Arbitrator Powers. The arbitrator, and not any federal, state, provincial, or local court or agency, shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, waiver, or formation of this Arbitration Agreement including, but not limited to, any claim that all or any part of this Arbitration Agreement is void or voidable, to the extent permitted by applicable law except with respect to subsection (g) below (Waiver of Class, Consolidated, and Representative Actions; Waiver of Public Injunctive Relief), the enforceability of which can only be determined by a court.

   The arbitration will decide the rights and liabilities, if any, of You and the Company. Except as expressly agreed to in subsection (h) of this Agreement, the arbitration proceeding will not be consolidated with any other matters or joined with any other proceedings or parties.

   The arbitrator may issue orders (including subpoenas to third parties, to the extent permitted by law) allowing the parties to conduct discovery sufficient to allow each party to prepare that party’s claims and/or defenses, taking into consideration that arbitration is designed to be a speedy and efficient method for resolving disputes. For example, the parties agree that the Apex Doctrine shall apply and therefore preclude depositions of either party’s current or former high-level officers absent a showing that the officer has unique, personal knowledge of discoverable information and less burdensome discovery methods have been exhausted. The arbitrator will have the authority to grant motions dispositive of all or part of any claim or dispute.

   The arbitrator will have the authority to award, on an individual basis, monetary damages and any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum’s rules, and this Agreement (including this Arbitration Agreement). The arbitrator shall follow applicable law and has the same authority to award individual relief as a judge in a court of law. The arbitrator will issue a written statement of decision describing the essential findings and conclusions on which any award (or decision not to render an award) is based, including the calculation of any damages awarded. The award shall be binding only among the parties and shall have no preclusive effect in any other arbitration or other proceeding involving a different party. For the sake of clarification only, rulings in arbitrations involving the Company and users have no preclusive effect in any arbitration between the Company and other users, and the Arbitrator shall not give binding effect, as against either the Company or a user, to any decision or award rendered in any other arbitration proceeding involving a different party. The arbitrator’s decision is final and binding on You and the Company.

6. Waiver of Jury Trial. TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOU AND THE COMPANY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND RECEIVE A JUDGE OR JURY TRIAL. You and the Company are instead electing to have all disputes resolved by binding arbitration, except as specified in subsection (a) above. Binding arbitration is a dispute resolution process in which a neutral third party (the arbitrator) makes a final and binding decision resolving the dispute. There is no judge or jury in arbitration, and court review of an arbitration award is limited.
7. Waiver of Class, Consolidated, and Representative Actions; Waiver of Public Injunctive Relief. EXCEPT AS EXPRESSLY AGREED TO IN SUBSECTION (h) AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOU AND THE COMPANY AGREE TO WAIVE ANY RIGHT TO RESOLVE CLAIMS WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT ON A CLASS, COLLECTIVE, OR REPRESENTATIVE BASIS. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, COLLECTIVE, OR REPRESENTATIVE BASIS. CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. In any case in which (1) the dispute is filed as a class, collective, or representative action and (2) a civil court of competent jurisdiction finds all or part of the Waiver of Class, Consolidated, and Representative Actions is unenforceable, the class, collective, or representative action must be litigated in court, but the portion of the Waiver of Class, Consolidated, and Representative Actions that is enforceable shall be enforced in arbitration. The portion of such dispute proceeding in court shall be stayed pending the conclusion of the arbitration. Notwithstanding any other provision in this Agreement, any claim that all or part of the waivers in this subsection (g) is unenforceable, unconscionable, inapplicable, void, voidable, or waived may be determined only by a court of competent jurisdiction and not by an arbitrator. This provision does not prevent You or the Company from settling claims on a class, collective, or representative basis.

   To the extent permitted by law (after taking into account FAA preemption), the parties also waive the right to seek public injunctive relief. If the right to seek public injunctive relief cannot be waived, and a party seeks public injunctive relief in any form, then that request for public injunctive relief shall be severed from the rest of any claim (including any other relief or remedies associated with that claim) and any other claims in the action. The severed request for public injunctive relief shall be resolved in court after the arbitration of the remainder of the claim associated with that request for public injunctive relief and any other claims in the action.

8. Grouped Arbitrations. To the extent permitted by applicable law and notwithstanding any other provision of this Agreement, to increase efficiency of resolution, in the event 100 or more similar arbitration demands are presented to an arbitration provider selected in accordance with the rules described above within a 30-day period: (A) the parties shall cooperate to organize the arbitration demands into randomized groups of no more than 100 demands (plus, to the extent there are fewer than 100 arbitration demands remaining after the assignment described above, a final group consisting of the remaining demands); (B) claimants’ counsel shall organize and present the grouped demands to the arbitration provider in a format as directed by the arbitration provider; (C) the arbitration provider shall assess one set of filing and administrative fees per group and shall assign one arbitrator per group, pursuant to the applicable arbitration provider’s rules governing arbitrator assignment and subject to any applicable disclosure and disqualification procedures available under applicable law; (D) the arbitration provider shall set up one Arbitration Management Conference per group; (E) regardless of the grouping described above, the arbitrator shall resolve all arbitrations within a group on an individual basis; and (F) no final award from an arbitrator in any one arbitration shall have preclusive effect in any other arbitration. You agree to cooperate in good faith with the Company and the arbitration provider to implement such a grouped approach to administration and fees. Notwithstanding any provision in the Agreement to the contrary, grouped arbitrations shall take place in person or, if the parties prefer, by video conference. The parties may also agree to conduct arbitration based on written submissions alone. The parties agree that nothing herein converts traditional, individual, bilateral arbitrations into representative or class arbitrations.
9. Opt Out. You may opt out of this Arbitration Agreement. If You do so, neither You nor the Company can force the other to arbitrate as a result. To opt out, You must notify the Company in writing no later than 30 days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, Your account username (if any), the email address You currently use to access Your account (if You have one), and a clear statement that You want to opt out of this Arbitration Agreement. You must send your opt-out notice to: [email protected]. Any attempt to opt out by any method other than the one listed above will be ineffective. Each opt-out notice must be sent by You, and not by any agent or representative. The opt-out notice may opt out, at most, only You, and any opt-out notice that purports to opt out multiple users will not be effective as to any. No users (or their agent or representative) may effectuate an opt-out on behalf of other users. If You opt out of this Arbitration Agreement, all other parts of this Agreement will continue to apply to You. If You opt out of this Arbitration Agreement, Your opt-out also applies to all previous versions of this Arbitration Agreement.
10. Survival. This Arbitration Agreement will survive any termination of Your relationship with the Company until the expiration of all applicable statutes of limitations.
11. Modification. Notwithstanding any provision in the Agreement to the contrary, we agree that if the Company makes any future material change to this Arbitration Agreement, it will not apply to any individual claim(s) that You had already provided notice to the Company.
12. Entire Agreement; Severability. This Arbitration Agreement is the full and complete agreement relating to the formal resolution of disputes covered by this Arbitration Agreement. In the event any portion of this Arbitration Agreement is deemed unenforceable, the remainder of this Arbitration Agreement will be enforceable.

« Back to top

21. General Terms

If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. The Company’s failure to act with respect to a breach by You or others does not waive the Company’s right to act with respect to subsequent or similar breaches. You may not assign or transfer this Agreement or any rights hereunder whether by direct assignment, by operation of law or otherwise, and any attempt to the contrary is void. The Company shall not be liable for any delay or failure to perform resulting directly or indirectly from any causes beyond the Company’s reasonable control. The terms and conditions of this Agreement express the complete and final understanding of the parties with respect to the subject hereof, and supersedes (i) all prior agreements or communications between the parties, whether written or oral with respect to such subject matter, (ii) any other online agreements or terms and conditions (unless expressly referenced in this Agreement), and (iii) any terms that may be set forth in any purchase orders or questionnaires related to the Services. The word “including” means “including without limitation.” Parental control protections (such as commercially available computer hardware, software or filtering services) may assist You in limiting access to material that is harmful to minors, although such technology may not be effective with regard to receipt of fax or email messages received through the Services.
« Back to top

22. Legal Notices

Under California Civil Code Section 1789.3, California Customers are entitled to the following specific consumer-rights information:

1. Pricing Information. Current rates for using the Services may be obtained on the eFax Website or by calling the Company’s Customer Service Department. The Company reserves the right to change fees, surcharges and monthly fees or to institute new fees at any time.
2. Complaints: The Complaint Assistance Unit of the Division of Consumer Services of the Department of Consumer Affairs may be contacted, in writing, at 1020 N. Street, #501, Sacramento, CA 95814; or by telephone at 1-916-445-1254.

For EU Customers: If You are a consumer (meaning a natural person acting outside of their business, trade or profession) resident in the EU, and You are not satisfied with any aspect of the Services and have exhausted the internal mechanisms suggested herein, You can also bring claims arising out of or relating to the Services to the European Commission Online Dispute Resolution platform for online resolution (webgate.ec.europa.eu/odr).

« Back to top

23. Additional eFax Unite Terms

The following terms only apply to the eFax Unite Service:

1. Carequality^® Connection: If You elect to use the Company’s Carequality Connection capability, in addition to the other obligations set forth in this service agreement the following terms apply and will survive any termination of this service agreement. You represent and warrant that You have clicked on the Carequality Connection Terms and Dispute Resolution Process links below (collectively “Carequality Terms”) and have reviewed and agree to be bound to the terms in such Carequality Terms.
   Carequality^® Connection Terms
   Dispute Resolution Process

« Back to top

24. eFax Business, eFax Protect and eFax Unite BAA

This Business Associate Addendum (“BAA”), is entered into by You, as an authorized user of the Secured Service, as defined below, (“Customer”) and Consensus Cloud Solutions, LLC (“Consensus US”), located at 700 S Flower St., 15th Floor, Los Angeles, CA 90017 (each a “Party” and collectively, the “Parties”). This BAA is subject to the eFax Customer Agreement (“Agreement”).

WHEREAS, Consensus Cloud Solutions, LLC. offers, among other service offerings, the Secured Service that Customer intends to use to send and/or receive messages that could contain PHI; and

WHEREAS, Customer and Consensus Cloud Solutions, LLC are entering into this BAA that, along with the Agreement, will govern their respective obligations regarding HIPAA and PHI with respect to the Secured Service.

NOW THEREFORE, in consideration of the foregoing, the mutual promises contained herein, and other good and valuable consideration, the Parties agree as follows:

I. DEFINITIONS

“Breach,” “Business Associate,” “Covered Entity,” and “Security Incident” have the same meanings given to them under HIPAA.

“DHHS” means the U.S. Department of Health & Human Services.

“HIPAA” means the Health Insurance Portability & Accountability Act, the Health Information Technology for Economic & Clinical Health Act (“HITECH”), and the regulations enacted thereunder (including 45 C.F.R. Parts 160 and 164), each as amended and as applicable.

“PHI” and “Unsecured PHI” mean “protected health information” and “unsecured protected health information,” as those terms are defined under HIPAA, if transmitted via Consensus US through Customer’s permitted use of the Secured Service.

“Secured Service” means the eFax Business, eFax Protect or eFax Unite service provided by Consensus US pursuant to the Agreement.
All other capitalized terms shall have the same meanings as those set forth under HIPAA.

II. APPLICABILITY

A. Relationship to Service Agreement. This BAA amends the Agreement to govern the Parties’ respective obligations regarding HIPAA and PHI. To the extent there is any conflict or inconsistency between this BAA and the Agreement, with regard to matters related to HIPAA, the terms of this BAA will govern. Except as expressly amended by this BAA, the Agreement is unchanged and remains in full force and effect.

B. Parties. This BAA only applies to the extent Customer is a customer of Consensus US and is acting as a Covered Entity or Business Associate to transmit PHI via the Secured Service, whereby Consensus US, as a result, is deemed to be acting as Customer’s Business Associate.

C. Secured Service. This BAA only applies to the Secured Service. All obligations and representations of Consensus US under this BAA are contingent on Customer’s agreement, representation, and warranty that it will not create, receive, maintain, or transmit PHI using a Consensus US service other than a Secured Service that is or another Consensus US service for which the Parties have entered into a separate HIPAA business associate agreement.

III. PERMITTED USE & DISCLOSURE

A. By Consensus US. Consensus US is authorized to access, use, maintain, and disclose PHI as necessary and appropriate to perform the Secured Service. Consensus US may also access, use, maintain, and disclose PHI for the proper management and administration of its business operations and to carry out its legal responsibilities, provided that disclosures for such purposes are either required by law or Consensus US obtains reasonable assurances from parties to whom PHI is disclosed that:

• the PHI will be held in confidence;
• the PHI will be used or further disclosed only as required by law or for the purpose Consensus US disclosed that PHI; and
• Consensus US will be notified of any Breach.

Consensus US agrees not to access, use, maintain, or disclose PHI other than as provided above

B. By Customer. Except as otherwise permitted under HIPAA, Customer shall not request Consensus US to use or disclose PHI in a manner that would not be permissible under HIPAA if done by Customer. With regard to Customer’s management and administration of the Secured Service to its end users, Customer is responsible for using and enforcing the available controls within the Secured Service to support its HIPAA compliance requirements, including by adhering to the Guidelines. Customer agrees that Consensus US has no HIPAA obligations under this BAA to the extent Customer creates, receives, maintains, or transmits PHI outside of the Secured Service, including through Customer’s use of non-Consensus US applications or tools.

C. By Agents & Subcontractors. Consensus US will take appropriate steps to ensure that any agents and subcontractors used by Consensus US to perform its obligations under the Service Agreement who require access to Unsecured PHI are bound by written obligations that provide materially the same level of restrictions, conditions, and requirements for PHI that apply to Consensus US through this BAA.

IV. REPORTING

A. Appropriate Safeguards. With respect to the Secured Service, Consensus US and Customer will use appropriate safeguards designed to prevent unauthorized use or disclosure of PHI, consistent with this BAA and as required under HIPAA.

B. Reporting. In compliance with HIPAA, Consensus US will report to Customer any of the following events of which it becomes aware:

• Any use or disclosure of Unsecured PHI not provided for by this BAA;
• Any Security Incident; and/or
• Any Breach of Unsecured PHI.

Notification shall be made as soon as reasonably practicable, consistent with the legitimate needs of law enforcement and Consensus US’s efforts to comply with applicable law, and after allotting reasonable time for Consensus USto investigate the Breach, restore the integrity of its systems and the Secured Service , and mitigate further harm.

C. Accounting Rights. To the extent applicable, Consensus US will make available to Customer any PHI that Customer maintains using the Secured Service, so that Customer may fulfill its HIPAA obligations to provide individuals with their information access, amendment, and accounting rights. Customer is responsible for managing its use of the Secured Service to appropriately respond to such requests by individuals.

D. Access to Records. To the extent required by law and subject to any applicable privileges and immunities, Consensus US will make available to the Secretary of DHHS Consensus US’s internal practices, books, and records concerning PHI transmitted by Customer through the Secured Service, in order for the Secretary of DHHS to assess HIPAA compliance.

V. TERM & TERMINATION

A. Term. The term of this BAA shall terminate conterminously with the Agreement, unless sooner terminated in accordance with Section V(B) or V(C). In the event that this BAA is terminated earlier than the Agreement, Customer may continue to use the Secured Service in accordance with the Agreement but must delete any PHI maintained using the Secured Service and cease to create, receive, maintain, and transmit PHI using the Secured Service.

B. Termination for Cause. In the case of a material breach of this BAA, the non-breaching Party shall provide written notice promptly upon its discovery of such breach. The breaching Party shall be afforded a thirty (30) day opportunity to cure, after which the non-breaching Party may choose to terminate this BAA and the Agreement if the breaching Party does not reasonably cure the breach.

C. Other Termination. This BAA may also be terminated if: (i) the Agreement is terminated or amended to no longer cover Consensus US’s provision of Secured Service to Customer; (ii) HIPAA is amended or superseded such that an agreement such as this is not required; or (iii) both Parties mutually agree to terminate this BAA, provided that either a new HIPAA business associate agreement must be put in place or the service relationship between Consensus US and Customer must terminate in all respects that involve PHI.

D. Destruction upon Termination. After termination of this BAA, the Parties shall destroy all PHI associated with Customer that has been maintained on Consensus US’s systems within a reasonable time. To the extent destruction is not feasible, Consensus US will extend the protections of this BAA to the remaining PHI and limit further use and disclosure to the purposes that make destruction infeasible.

VI. GENERAL PROVISIONS

A. Amendments. This BAA may be modified or amended by Consensus US upon notice or by posting an updated BAA to the applicable Consensus US website.

B. No Third Party Beneficiaries. This BAA is entered into solely for the benefit of the Parties and has not been entered into for the benefit of any third party, including without limitation, any patients of Customer or their legal representatives.

C. Invalidity. If any provision of this BAA is determined by a court of competent jurisdiction to be invalid or unenforceable, this BAA shall be construed as though such invalid or unenforceable provision were omitted, provided that the remainder of this BAA continues to satisfy HIPAA requirements for a business associate agreement. If it does not, then the Consensus US shall, at its discretion, amend the BAA so that it does comply with HIPAA, or terminate this BAA and the service relationship between Consensus US and Customer in all respects that involve PHI.

D. Integration. This BAA is subject to the Agreement and contains the entire agreement between the Parties pertaining to HIPAA and PHI, and supersedes all prior understandings, whether written or oral, regarding the same subject matter.

« Back to top