Terms of Service for North America (US and Canada)

Parties

This agreement (“the Agreement”) is between Upland Software, Inc. (“We” or “InterFAX”), a Delaware corporation, and You (“You” or “Customer”) as a registered or free user of InterFAX Services.

Entire Agreement

This Agreement, together with any rules, policies, price schedules, or other supplemental documents incorporated herein by reference, and published from time to time by InterFAX, constitutes the entire agreement between InterFAX and You regarding InterFAX Services, and supersedes all prior agreements between the parties regarding the subject matter of this Agreement.

InterFAX Services

InterFAX offers various cloud-based fax services (collectively, the “InterFAX Services”). InterFAX offers registration to InterFAX Services at its website https://uplandsoftware.com/InterFAX/ (“InterFAX Website”). The InterFAX Services include:

Outbound Service

Outbound Service allows customers to send faxes initiated from an email client application, from the InterFAX Website or from an application which communicates with the InterFAX servers through an InterFAX-supplied interface. Outbound Service is subscription-based AND usage-based.

Inbound Service

Inbound Service allows customers to receive fax messages as an email attachment to one or more email addresses via a unique telephone number. Inbound Service is subscription based and its price is indicated on https://www.InterFAX.net/en/prices. In some territories, numbers allocated to a customer may be premium rate numbers, calls to which may be charged at different rates by the local telecom provider.

Customer Identification

Customer Identification is a means for us to verify the account by means of Customer providing us verifiable account information, such as the account number, user id, contact email address, or phone number listed on the account.

Prices

Official InterFAX Service rates shall be advertised on http://www.InterFAX.net/en/prices and may be amended from time to time.

Privacy Policy

InterFAX is dedicated to establishing trusting relationships with its customers, based on respect for personal identity and information. Our Privacy Policy, a current copy of which is available on the InterFAX Website outlines our handling of data collected during the regular course of supplying InterFAX Services.

View the HIPAA Compliance Statement » https://uplandsoftware.com/interfax/product/compliance/hipaa-compliant-faxing/hipaa-compliance-statement-hipaa-fax-services/

Customer Representations

You represent and warrant that You possess the legal right and ability to enter into this Agreement. You agree to be financially responsible for Your use of the InterFAX Services as well as for use of Your account by others.

Customer Responsibilities

You are fully responsible for the contents of Your transmissions through the InterFAX Services. InterFAX acts as a passive conduit for You to send and receive information of Your own choosing.

You agree: (1) not to use the InterFAX Services for illegal purposes; (2) not to interfere with or disrupt networks connected to the InterFAX Services; (3) to comply with all regulations, policies and procedures of networks connected to the InterFAX Services; (4) not to use the InterFAX Services to infringe any third party’s copyright, patent, trademark, trade secret, or other proprietary rights, or rights of publicity or privacy; and (5) not to transmit through the InterFAX Services any unlawful, harassing, libellous, abusive, threatening, harmful, obscene or otherwise objectionable material of any kind or nature.

InterFAX reserves the right to take any action with respect to the InterFAX Services that InterFAX deems necessary or appropriate in its sole discretion if InterFAX believes that: (1) You or Your information compromises or disrupts the InterFAX Services for You or other customers; or (2) Your use of the InterFAX Services contradicts any applicable local, national, or international laws and regulations. Additionally, while InterFAX does not limit the amount of communications which can be sent through the Outbound Service, InterFAX reserves the right to block unreasonable or disproportionately large batches of communications as determined by InterFAX if unauthorized use is suspected.

You must: (1) maintain any security of Your Customer Identification, and other confidential information relating to Your InterFAX account and (2) be responsible for all charges resulting from use of Your InterFAX account, including unauthorized use prior to Your notifying InterFAX of such use and taking steps to prevent its further occurrence.

Modifications to Services

InterFAX reserves the right to modify or discontinue any of the InterFAX Services with 30 days’ notice to You. InterFAX shall not be liable to You or any third party should InterFAX exercise its right to modify or discontinue the InterFAX Services.

Member Account, PIN, and Security

As part of the registration process, You will be required to provide an email address and select a username and a password. You may change Your password and set a password to protect Your faxes after logging in to the InterFAX Website. You are entirely responsible for any failure to maintain the confidentiality of Your username and password. Furthermore, You are entirely responsible for any and all activities that occur under Your account. You agree to immediately notify InterFAX of any unauthorized use of Your account or any other breach of security known to You.

Termination

Either You or InterFAX may terminate this Agreement at any time, with or without cause, upon notice. Any such notice by You to InterFAX must be in writing and may be subject to InterFAX’s account verification procedures, as such procedures may be established and changed by InterFAX from time to time at its sole discretion, and which may include the requirement that You contact InterFAX by phone to confirm that any such notice was in fact sent by You. InterFAX also reserves the right to terminate or suspend Your InterFAX account without prior notice, provided that InterFAX will attempt to confirm such termination or suspension by subsequent notice.

Modifications to Customer Agreement

InterFAX may amend this Agreement at any time by (a) posting a revised Terms of Services on the InterFAX Website, and/or (b) sending information regarding the amendment to the email address You provide to InterFAX. You are responsible for regularly reviewing the InterFAX Website to obtain timely notice of such amendments. You shall be deemed to have accepted such amendments by continuing to use InterFAX 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 InterFAX.

Disclaimer of Warranties and Limitation of Liability

1. InterFAX Services are provided “as is,” and neither InterFAX nor any of its licensors or service providers makes any express or implied representations or warranties to You regarding the usability, condition or operation thereof. InterFAX does not warrant that access to or use of InterFAX Services will be uninterrupted or error-free, or that InterFAX Services will meet any particular criteria of performance or quality. InterFAX expressly disclaims all implied warranties, including without limitation, warranties of merchantability, title, fitness for a particular purpose, non-infringement, compatibility, security or accuracy.
2. Your use of InterFAX Services is at Your own risk. You assume full responsibility and risk of loss resulting from Your downloading and/or use of files or other material obtained either directly or indirectly from InterFAX. You agree that neither InterFAX nor any of its licensors or service providers will be liable for damages (including consequential or special damages) arising out of Your use of or inability to use InterFAX Services, and You hereby waive any claims with respect thereto, whether based on contractual, tort or other grounds, even if InterFAX or any such licensor or service provider has been advised of the possibility of damages.
3. The entire liability of InterFAX and its licensors and service providers and Your exclusive remedy with respect to the use of InterFAX Services or any breach of this Agreement are limited to the amount actually paid by You for the InterFAX Services. You hereby release InterFAX and each of its licensors and service providers from any and all obligations, liabilities and claims in excess of this limitation. Notwithstanding the foregoing, in no event shall InterFAX be liable for any consequential, indirect, special, incidental, punitive or exemplary damages.
4. InterFAX shall not be held responsible in any way or by any means, either directly or indirectly, for any communications difficulties outside of InterFAX’s control which would lead to the interruption of data delivery or Your use of the InterFAX Services.

Charges

You agree to pay all charges for Your use of InterFAX Services at the prices then in effect for Your country of residence. All charges will be exclusive of value added (“VAT”), sales or other taxes, except as required by law. InterFAX reserves the right to change prices or institute new charges for access to or use of InterFAX Services. All changes will be posted by InterFAX at the InterFAX Website and You are responsible for regularly reviewing such pricing information to obtain timely notice of such changes. Continued use of InterFAX Services or non-termination of Your InterFAX account after changes are posted constitutes Your acceptance of the prices as modified by the posted changes.

Certain portions of the InterFAX Services or the InterFAX Services as a whole may require a prepaid fee (“Prepaid Fee”), which may be modified from time to time by InterFAX in its sole discretion. The Prepaid Fee, and all taxes and other fees related thereto will be paid by You in advance.

Payment of Your InterFAX account balance is due monthly and must be made by the credit or debit card designated by You for InterFAX use and transactions. If Your InterFAX account is a qualified business account and is approved by InterFAX for corporate billing, charges will be accumulated, and invoiced on a monthly basis.

Charges are to be paid on a monthly basis in the currency in which billed. If the payment method for Your InterFAX account is by credit or debit card and payment is not received by InterFAX from the card issuer or its agents, You agree to pay all amounts due upon demand by InterFAX. Each time You use InterFAX Services, or allow or cause InterFAX Services to be used, You agree and reaffirm that InterFAX is authorized to charge Your designated card. To view Your current account balance, along with billing details and any accumulated charges, please click on “Billing” after logging in to the InterFAX Website.

Your activation fee and monthly service fees are payable in advance and are COMPLETELY NON-REFUNDABLE. You agree that InterFAX may submit charges for Your monthly service fee each month, without further authorization from You, until You provide prior notice (in accordance with InterFAX’s account verification procedures, as may be established by InterFAX from time to time at its sole discretion) that You have terminated this authorization or wish to change Your designated card. Such notice will not affect charges submitted before InterFAX reasonably could act on Your notice. If You have any question regarding any charges that have been applied to Your account, You must contact the Client Support Department within 30 days of the charge date, (see Notices & Consent section of this Agreement for contact details). Failure to use Your account will not be deemed a basis for refusing to pay any charges submitted by InterFAX in accordance with this Agreement.

If You subscribed for InterFAX Services pursuant to a special offer granting You a free trial period, Your activation fee and initial monthly service fee will be immediately charged to Your credit or debit card, without further authorization from You, upon the expiration of such free trial period, unless You provide prior notice (in accordance with InterFAX’s account verification procedures, as may be established by InterFAX from time to time in its sole discretion) that You have terminated this authorization. Such notice will not affect charges submitted before InterFAX reasonably could act on Your notice.

If You subscribed for Outbound Service Your pre-paid fees are payable in advance and are COMPLETELY NON-REFUNDABLE. In addition, any initial monthly service fee for the month immediately following Your pre-paid period will be immediately charged to Your credit or debit card.

For all Outbound Service Customers, additional charges for Outbound Service and/or other usage-based services as InterFAX may introduce from time to time are payable in advance by pre-payment of a fixed amount, as set from time to time by InterFAX. This pre-payment will be due immediately upon Your order of the InterFAX Service. Your pre-payment will thereafter be depleted based upon Your use of Outbound Service and/or other usage-based charges, according to standard InterFAX messaging rates for these InterFAX Services. Your pre-payment will expire if unused for 12 months from the date of purchase or from the date of last use, whichever is later, except where such expiry is prohibited by law. Thereafter, each time Your deposit is depleted to an amount determined by You through the online account administration interface, either (1) another fixed amount determined by You will be immediately charged to Your credit or debit card, without further authorization from You; or (2) Your use of Outbound Service will be discontinued until prepayment of an additional fixed amount. This behavior may be controlled by You through the online account administration interface.

With respect to the Outbound Service, please be advised that InterFAX will bill You for each attempt made by InterFAX Services 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.

Call costs for the use of the InterFAX Service are charged to the customer at the rates applicable to the destination. Outbound Service rates listed on http://www.InterFAX.net/en/prices are quoted per page, the duration of which is not longer than 60 seconds. If the average duration of sending a page exceeds 60 seconds, the duration following the initial 60 seconds will be charged by the per-page six-second increments.

Payment

InterFAX reserves the right to suspend or terminate your InterFAX account without notice in the following events: (a) upon rejection of any card charges or if Your card issuer (or its agent or affiliate) seeks return of payments previously made to InterFAX when InterFAX believes You are liable for the charge, (b) for invoiced accounts, if payment has not been received within the agreed to payment terms.

Ownership of InterFAX Numbers

If any InterFAX numbers are assigned by InterFAX to You during this Agreement, such InterFAX Numbers are granted to You only for Your Use of the Services during and pursuant to this Agreement. Upon termination of this Agreement, subject to InterFAX’s approval and then current professional service fees, ownership of the InterFAX Number(s) may be transferred to Customer upon Customer’s request.

Indemnification

You agree to indemnify InterFAX and each of its licencors and service providers from and against any and all liabilities, expenses (including attorneys’ fees) and damages arising out of claims based upon use of Your InterFAX account, including any violation of this Agreement by You or any other person using Your 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 prohibiting transmission of unsolicited faxes.

General Terms

This Agreement and Your use of InterFAX Services is subject to the laws of the State of Delaware. 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. InterFAX’s failure to act with respect to a breach by You or others does not waive InterFAX’s right to act with respect to subsequent or similar breaches. You may not assign or transfer this Agreement or any rights hereunder, and any attempt to the contrary is void. InterFAX shall not be liable for any delay or failure to perform resulting directly or indirectly from any causes beyond InterFAX’s reasonable control.

InterFAX cannot be held responsible for any loss, damage or injury caused by or attributed to the InterFAX Services. It cannot accept any responsibility for loss of earnings, hardship or any other financial claim for damages through the use of the InterFAX Services.

Notices & Consent

Notices given by InterFAX to You will be given by email or by a general posting on the InterFAX website. In any matter requiring InterFAX’s prior consent, such consent will be considered given only if made in the foregoing manner by an authorized representative of InterFAX. Notices given by You to InterFAX.

Notices to InterFAX must be given by email to InterFAX-notices@uple25.wpengine.com or by postal delivery to:  Upland Software Inc., Attention: General Counsel, 401 Congress Ave., Suite 1850, Austin, TX. 78701, USA.

Payments should be made to “Upland Interfax” and be mailed by postal delivery to:  Upland Software – Interfax, Attention: Accounts Receivable, 6002 Rogerdale Rd., Suite 100, Houston, TX 77072, USA.

InterFAX’s Client Support Department may be reached by email at interfaxus-support@uple25.wpengine.com.