Services Description##The A5 Fax application bundles several Services (listed below) and Customer agrees to utilize all Services within the limits of each Service provider’s terms and conditions of use. This Agreement assumes A5 Fax has been installed and configured on a Salesforce.com organization utilizing the App Exchange. ####eFax: Ramsey Solutions is a reseller of eFax and A5 Fax utilizes eFax for all facsimile communication. ##Azure.com: A5 Fax utilizes Azure for external web servers to connect Salesforce and eFax##Salesforce.com: A5 Fax is made specifically on the Salesforce App Exchange and utilizes Force.com infrastructure to sync eFax facsimile services with Salesforce.com. ##2. Charges##Charges Per Page##Faxes received are charged at $0.15 per page. Outbound Faxes are charged at $0.15 per Outbound Fax Page according to Associated Outbound Terms (see section 2.2 below). ##Definition of Outbound Fax Page and Associated Outbound Terms:##Most fax pages take less than sixty (60) seconds to transmit. However, for each outbound transmission, the number of pages sent 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.##Monthly Licensing Fees##$50.00/month for the first Billable Service Number.##$15.00/month for each additional Billable Service Number.##Customer hereby orders the foregoing usage plan and agrees to pay for all applicable charges as set forth in this Agreement in accordance with following Payment Terms.##3. Payment Terms##Customer agrees to pay all charges for use of A5 Fax in accordance with the pricing plan offered and agreed to upon registering. Ramsey Solutions reserves the right to adjust pricing to reflect changes in services or to cover prices of underlying services. ##Fees, as applicable, are payable net10 from invoice date and are completely non-refundable. ##Notification of Changed Billing Information: Customer must promptly notify Ramsey Solutions of changes to billing contact, address, email, phone, or any other information needed to collect invoice payments. ##Termination for Non-Payment: Ramsey Solutions reserves the right to suspend or terminate Customer’s account and associated Services without notice in the event an invoice remains unpaid for over 60 days from the invoice date.##4. Service Level Agreement##The attached A5 Fax Service Level Agreement (“SLA”) outlines various service level metrics. The SLA constitutes Customer’s sole and exclusive remedy for Ramsey Solutions’ provision of or failure to provide Service to Customer, except that Ramsey Solutions shall have no obligation to compensate Customer under any SLA while Customer is in Default. The SLA currently in effect on the Service Effective Date is attached hereto, and Ramsey Solutions may amend the SLA periodically provided that (a) Customer is informed at least thirty (30) days in advance of any such amendment; and (b) the amendment does not materially and adversely alter the provision of Service. If Customer reasonably and in good faith believes that an SLA amendment materially and adversely alters the provision of Service hereunder, Customer may provide written notice to Ramsey Solutions within thirty (30) days of receiving Ramsey Solutions’ notice setting forth in reasonable detail Customer’s basis for such belief. Ramsey Solutions shall have thirty (30) days to address the Customer’s concern and reach a mutually agreed upon resolution. If mutual resolution is not achieved, the previous version of the applicable SLA will remain in effect for the remainder of the then current term of this Agreement. ##5. Ownership and Use##Ramsey Solutions retains all right, title and interest in and to RS Fax and all parts thereof, including, without limitation, copyrights, trademarks, trade secrets, patents and other similar intellectual and other property rights (“Proprietary Rights”). Customer acknowledges and agrees that nothing in this Agreement or the SLA shall in any way be construed to provide an express or implied license to modify, improve or manipulate any of the Software, or exploit A5 Fax or the Proprietary Rights in any matter not expressly permitted herein.####6. Restrictions## Customer is prohibited from attempting to create or derive any of the source code or other technology or data within A5 Fax by disassembly, reverse engineering or any other method, or otherwise reduce A5 Fax to a human-perceivable form. ####7. Re-assignment of Billable Service Numbers##Customer understands that Ramsey Solutions, will not be liable for any damages whatsoever arising out of any re-assignment of any Billable Service Number following termination of this Agreement or deletion by Customer of such telephone number from Customer’s account. Customer further acknowledges and agrees that Ramsey Solutions (owner of eFax), as the customer of record of all Billable Service Numbers, has any and all rights to assert any and all legal claims available against any third party as a result of Customer’s receipt of any unsolicited faxes, including but not limited to claims under the Telephone Consumer Protection Act of 1991, and to the extent Customer does have any rights to bring any such claims, Customer hereby assigns any and all such rights to Ramsey Solutions.####8. Confidential Information##“Confidential Information” shall include (i) information which, regardless of form or method of disclosure, either Party specifically designates as confidential at the time of disclosure; (ii) any information, regardless of form or method of disclosure, customarily treated as confidential by a reasonable person, and (iii) the terms of this Agreement. Confidential Information shall not include, however, any information which (i) was publicly known prior to the time of disclosure by the disclosing Party; (ii) becomes publicly known and made generally available after disclosure by the disclosing Party to the receiving Party through no action or inaction of the receiving Party in violation of this Agreement; (iii) is already in the lawful possession of the receiving Party at the time of disclosure by the disclosing Party as shown by the content of the receiving Party's files and records prior to the time of disclosure; (iv) is obtained by the receiving Party from a third party without a breach of such third party's obligations of confidentiality; or (v) is independently developed by the receiving Party without use of or reference to the disclosing Party's Confidential Information, as shown by the receiving Party’s documents or other competent evidence in the receiving Party's possession. ##All information provided by Customer to Ramsey Solutions in connection with the activation of Services or any End User accounts is Confidential Information of Customer. Neither Party shall use Confidential Information of the other Party for any purpose other than for the purpose of providing or using the Services or as otherwise expressly permitted herein. Each Party shall exercise reasonable care not to disclose, and to prevent its employees and agents from disclosing, any Confidential Information of the other Party. If a Party is compelled to disclose Confidential Information under the authority of a court or governmental agency, the compelled Party shall promptly notify the other Party to the extent permitted. The other Party shall have the opportunity to object to the compelled disclosure prior to production of such Confidential Information.##9. Customer Responsibilities ##Customer is fully responsible for the contents of transmissions through A5 Fax. Ramsey Solutions simply acts as a passive conduit for Customer to send and receive information of Customer’s own choosing. However, Ramsey Solutions reserves the right to take any action with respect to RS Fax that Ramsey Solutions deems necessary or appropriate in its sole discretion. If Ramsey Solutions believes Customer or Customer information may create liability for Ramsey Solutions, compromise or disrupt A5 Fax for Customer or other customers, or cause Ramsey Solutions to lose (in whole or in part) the services of Ramsey Solutions’s ISPs or other suppliers. Customer use of A5 Fax 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). Customer agrees: (1) to comply with all laws regarding the transmission of technical data exported from any country through the A5 Fax; (2) not to use the A5 Fax for any illegal purpose; (3) not to interfere with or disrupt networks connected to A5 Fax; (4) to comply with all regulations, policies and procedures of networks connected to A5 Fax; (5) not to use A5 Fax 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 A5 Fax 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 A5 Fax any unlawful, harassing, libelous, abusive, threatening, harmful, vulgar, obscene or otherwise objectionable material of any kind or nature. Customer further agrees 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. A5 Fax makes use of the Internet for Customer to send and receive information of their own choosing. As a result, Customer conduct is subject to Internet regulations, policies and procedures. Customer agrees not to use or reference A5 Fax 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 list. ##10. Unsolicited Fax Advertisement Policy##The transmission of unsolicited fax advertisements is illegal in the United States under the Federal Telephone Consumer Protection Act of 1991 (TCPA) (http://www.fcc.gov/cgb/consumerfacts/unwantedfaxes.pdf) and in the European Union under the Privacy and Electronic Communications Regulations 2003, and is also illegal under the laws of a number of other countries, states and provinces. Distribution of unsolicited fax advertisements through A5 Fax is prohibited. ##11. Termination##Either Customer or Ramsey Solutions may terminate Services at any time, with or without cause, upon notice. In order to provide notice to Ramsey Solutions, Customer must contact Ramsey Solutions via phone or email. A Ramsey Solutions representative will terminate account. Upon termination of account, Ramsey Solutions will send Customer an email confirming that account has been canceled. Account will not be deemed canceled unless and until email is received. ##12. Indemnification##Customer agrees to indemnify Ramsey Solutions 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 any violation of this Agreement by Customer or any other person using Customer account, any claim of libel, defamation, violation of rights of privacy or publicity, any loss of service by other customers, any infringement of intellectual property or other rights of any third parties and 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.##13. No Resale##Customer are prohibited from selling, reselling, renting or leasing the use of A5 Fax.##14. Documents Incorporated by Reference## The following documents are incorporated by reference:## Service Level Agreement (“SLA”)####SERVICE LEVEL AGREEMENT####Ramsey Solutions uses commercially reasonable efforts to achieve the following customer support and maintenance and performance standards for the A5 Fax Service, measured on a monthly basis:####Customer Support Standards##Availability. Ramsey Solutions will provide support to answering incoming customer support phone calls and e-mail messages 9am-5pm PST Monday-Friday.##Speed to Answer. Ramsey Solutions’s goal is to reply to all support requests within 48 hours of contact or sooner.##Maintenance and Performance Standards##Network Server Availability. The Ramsey Solutions network is a private IP-based network that is used for message transport and system management. Ramsey Solutions’s goal is to maintain its network servers uptime at 99.5%, except for those periods during scheduled or emergency network and/or application maintenance.##Web Site Availability. Ramsey Solutions’s goal is to maintain all Website and Web access servers to operate at not less than a 99.5% service level. ##Delivery of Inbound Faxes. Ramsey Solutions’s goal is to attempt initial delivery of 95% of all incoming faxes of five pages or less to the Customer via the Internet within 5 minutes (larger sized faxes, by their very nature, take more time to process). ##Timing of Delivery of Outbound Faxes. Ramsey Solutions’s goal is to send 95% of all faxes of five pages or less within 10 minutes of receipt by Ramsey Solutions from the Internet of the request to send the fax (larger sized faxes, by their very nature, take more time to process).##Credit Allowances for SLA Failures and Service Outages##SLA Failures. If in any given month the Customer believes that Ramsey Solutions has failed to achieve any of the foregoing goals, the Customer must deliver a written request to Ramsey Solutions within 14 days following the end of the month for a report detailing Ramsey Solutions’s performance against the given goal. Ramsey Solutions will provide the report to the Customer within 14 days of receipt of the request. If the report demonstrates failure to achieve the given goal, an “SLA Failure” will have occurred under the Agreement for the impacted service (the “Impacted Agreement”) and Ramsey Solutions will provide the Customer a service credit of 1% of the Customer’s monthly recurring fee (or 1% of 1/12 of the Customer’s annual fee) under the Impacted Agreement, multiplied by the percentage by which Ramsey Solutions failed to achieve the given goal. For example, if Ramsey Solutions achieves a 90% delivery of outbound faxes under Section 2.4 above, then the Customer would be eligible to receive a service credit of 5% under the Impacted SOF. Customer may request up to four (4) such reports per any 12-month period, plus one (1) additional report for each prior report that demonstrates failure to achieve any goal. ##Limitations. Credits attributable to any month for SLA Failures shall not exceed the total license fee payable by Customer for that month (or, if applicable, 1/12th of the annual license fee paid by Customer) under the Impacted Agreement. Credits are not applied against usage fees or any other fees payable by Customer to Ramsey Solutions. No credit allowance will be made for:##SLA Failures arising from the breach by Customer of the provisions of the Agreement or any SLA Failures due to any party other than Ramsey Solutions or for events happening on any other party’s network, including but not limited to Internet service providers or telecommunications providers connected to, or providing service connected to, the Service or Ramsey Solutions’s facilities.##SLA Failures due to the failure or malfunction of equipment not owned or operated by Ramsey Solutions, including service connected to Customer-provided electric power. ##SLA Failures during any period in which Ramsey Solutions does not have reasonable access to its facilities and equipment for the purpose of investigating and correcting interruptions, such as during disasters.##SLA Failures during any scheduled maintenance period or when Customer has released service to Ramsey Solutions for maintenance purposes or for implementation of a Customer order for a change in service arrangements. ##SLA Failures due to force majeure events beyond the reasonable control of Ramsey Solutions.##Termination Right for Chronic SLA Failures and Service Outages##If a particular SLA Failure occurs within more than three (3) consecutive months, or any combination of SLA Failures occur within more than five (5) consecutive months; then Customer shall be permitted to terminate the Impacted Agreement without liability (except for past performed services) by delivering Ramsey Solutions written notice of termination within fourteen (14) days of receipt of the most recent report demonstrating the applicable SLA Failures.
