Document Delivery Service
(formerly ImagePort Service)
I. SERVICE DESCRIPTION:
Local numbers are available only in select areas, as determined by Company in its sole discretion. All outbound messages sent to e-mail destinations by Document Delivery will be deemed to be delivered and billable when they are accepted by the e-mail server program located at Companys facility that serves as the message transfer agent. Company may delete any and all notices and/or reports retained in Companys platform(s) for more than 15 days. Customer may purchase, rent, or lease required Customer Premises Equipment (CPE) under a separate service agreement with Company.
II. DEFINITIONS: The Online Definitions apply.
III. FEATURES AND OPTIONS: The following option is available with Document Delivery:
Document Library Service.
IV. RATES AND CHARGES: Rates and charges for Document Delivery are in Customers Document Delivery Service Agreement. Company may modify the rates and charges for Document Delivery upon 30 days prior written notice (via letter, e-mail, or billing message at Companys sole discretion) to Customer. Charges listed in the Telex Price Schedule in Customers Service Agreement apply to outbound messages delivered to a telex number.
1. Paper Invoice Charge applies.
2. Convenience Payment Charge applies.
V. TERMS AND CONDITIONS: The Online Master Terms - Terms and Conditions of Service apply, as supplemented by the following (which take precedence to the extent of any conflict with the general terms).
1. Service Activation Date and Term. The service activation date for Document Delivery (Document Delivery Service Activation Date) is the date Company informs Customer that Document Delivery is available for its use. The term of Document Delivery (Document Delivery Term) commences upon the Document Delivery Service Activation Date and automatically renews, expires, and terminates according to the terms of Customers service contract with Company.
2. Monthly Volume Commitment. A Monthly Volume Commitment (MVC) applies as follows: (i) no less than $50 in Total Service Usage Charges (as defined below) during each Monthly Period and/or (ii) no less than $75 as an MVC for Document Library Service, if applicable. If, in any Monthly Period during the Term, Customers Total Service Usage Charges do not meet or exceed the MVC, then Customer is liable and required to pay an underutilization charge equal to the difference between the MVC and Customers Total Service Usage Charges during such Monthly Period; provided that Customer is not required to pay the underutilization charge for any Monthly Period in which Customers Total Service Usage Charges equal zero dollars ($0.00).
3. Document Delivery CPE. Customer is responsible for obtaining, installing, connecting and maintaining at Customers sites any and all customer premises equipment necessary to use Document Delivery (Document Delivery CPE) and for obtaining any necessary licenses, permits or authorizations relating to I Document Delivery CPE. Unless otherwise agreed to by Company in writing, Company is not responsible for providing or for the performance of Document Delivery CPE.
4. Local Number. Customer will use any local number provided by Company only in connection with Document Delivery, and Company reserves and retains all rights, title, and interest in any local number provided to Customer for use with Document Delivery. Company may discontinue any inbound fax services Customer has elected to receive through Companys toll-free service if Customer fails to obtain and maintain Companys toll-free service for use with Document Delivery.
5. Software and Documentation. Software and related documentation provided by Company to Customer in connection with Document Delivery and not otherwise subject to either a separate written agreement executed between Company and Customer or to an accompanying shrink wrap license (collectively the Document Delivery Software) are subject to the following:
5.1 In consideration for payment of any applicable fees, Customer is granted a personal, non-exclusive, non-transferable license to use the Document Delivery Software, in object code form only, solely in connection with Document Delivery for Customer's internal business purposes on Customer-owned or Customer-leased equipment (License). Customer will not use the Document Delivery Software (i) in connection with the products and/or services of any third party, or (ii) to provide services for the benefit of any third party, including without limitation as a service bureau.
5.2 Customer may make one copy of the Document Delivery Software, other than the documentation, for archival or back-up purposes only, provided that any copyright and other proprietary rights notices are reproduced on such copy. Customer shall not make any copies of documentation provided as part of the Document Delivery Software.
5.3 Customer will not (i) attempt to reverse engineer, decompile, disassemble or otherwise translate or modify the Document Delivery Software in any manner; or (ii) sell, assign, license, sublicense or otherwise transfer, transmit or convey Document Delivery Software, or any copies or modifications thereof, or any interest therein, to any third party.
5.4 All rights in the Document Delivery Software, including without limitation any patents, copyrights and any other intellectual property rights therein, remain the exclusive property of Company and/or its licensors. Customer agrees that the Document Delivery Software is the proprietary and confidential information of Company and/or its licensors subject to the section of the General Terms and Conditions for Internet, Enhanced and Other Non-Telecommunications Products and Services entitled Confidential Information.
5.5 Except to the extent otherwise expressly agreed by the parties in writing, Company has no obligation to provide maintenance or other support of any kind for the Document Delivery Software, including without limitation any error corrections, updates, enhancements or other modifications.
5.6 The License will terminate immediately upon the earlier of: (i) termination or expiration of Customers contract with Company; (ii) termination of Document Delivery; or (iii) failure of Customer to comply with any provisions of this section. Upon termination of the License, at Company's option, Customer will promptly either (i) destroy all copies of the Document Delivery Software in its possession, or (ii) return all such copies to Company, and in either event provide a written officer's certification confirming the same.
5.7 The Document Delivery Software is provided with RESTRICTED RIGHTS. Use, duplication or disclosure by the U.S. Government is subject to the restrictions set forth in the Federal Acquisition Regulation (FAR) clause entitled: Commercial Computer I Document Delivery Software-Restricted Rights (June 1987) at FAR Part 52.227-19 (48 C.F.R. Part 52.227-19), and Defense Acquisition Regulation (DFAR) Subpart 227.72 entitled: Rights in Computer Document Delivery Software and Computer Document Delivery Software Documentation at DFAR Subpart 227.72 (48 C.F.R. Part 227) as applicable. Contractor/Manufacturer is Company or an affiliate, 22001 Loudoun County Parkway, Ashburn, Virginia 20147.
6. Service Not To Be Resold. Document Delivery is intended for the use of Customer and Customers customers and authorized end users (collectively, for the purposes of this Section, End Users). Customer may charge End Users a usage fee, but it cannot resell Document Delivery in its entirety to another person or entity. Companys relationship is solely with Customer; Customer is solely responsible for (i) any liability arising from End Users use of Document Delivery and (ii) interacting with End Users regarding any administration, processes, and/or issues arising from any use of Document Delivery by End Users.
7. Compliance With Laws.
7.1 Document Delivery is provided subject to applicable laws and regulation, and Customer is responsible for complying with all laws and regulations including without limitation: (i) in all respects, the Telephone Consumer Protection Act (TCPA) and implementing regulations; (ii) in all respects, the Junk Fax Prevention Act (JFPA) and implementing regulations; (iii) local license or permit requirements; and (iv) export, import and customs laws and regulations (such as the export and re-export controls under the U.S. Export Administration Regulations and/or similar regulations of the US or any other country) which may apply to certain equipment, software, and technical data provided hereunder.
7.2 Customer agrees to defend, at its own expense, and indemnify and hold harmless Company and its affiliates (collectively, the "Company Indemnitees"), from and against any claims, suits, damages and expenses asserted against or incurred by any of Company Indemnitees arising out of or relating to Customers violation of any of the above laws and regulations, and violation of any of any other local, state or federal law. Customer shall pay all damages, settlements, expenses and costs, including costs of investigation, court costs and reasonable attorneys' fees and costs (including allocable costs of in-house counsel) incurred by Company Indemnitees as set forth in this Section.
8. Orders. Customer may order Document Delivery services by contacting Customers Company-designated account representative, who will process Customers order. This order will constitute the binding commitment of Customer to purchase the requested Document Delivery service. Companys activation of Document Delivery will constitute Companys acceptance of Customers order, unless another mode of acceptance is expressly stated. Company reserves the right to reject any order for any reason, including without limitation, Companys obligations under applicable laws, regulations, directives, governmental authority or orders, third party contracts, or Customers failure to meet Companys credit approval requirements. In addition, Company may reject an order in the event (a) of the inability or impracticality of providing Document Delivery in a particular geographic area in which Company does not have sufficient presence, capacity, corporate infrastructure or network technical infrastructure to effectively support Document Delivery or (b) Company no longer commercially offers Document Delivery.