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VAULT ANYWHERE SERVICE AGREEMENT


This Document Delivery Service Agreement ("Agreement") sets forth the terms and conditions under which VAULT ANYWHERE will provide facsimile transmission ("fax") services to successful applicants for new accounts and other parties ("Clients").

The terms and conditions in this Agreement, together with the terms and conditions in any VAULT ANYWHERE Price Declaration then in effect for a Client, and any Application for New Account previously submitted by a Client, constitute the entire agreement between VAULT ANYWHERE and its Clients, and supersede all prior agreements and understandings between VAULT ANYWHERE and its Clients relating to the same subject matter.

The use of VAULT ANYWHERE services by any Client confirms its acceptance of the terms and conditions herein, and its agreement to be bound thereby.


VAULT ANYWHERE CORPORATION

Vault Anywhere will provide and Client will purchase the Services as described herein (hereinafter referred to as "Services") within the United States, and in accordance with the terms and conditions set forth below. The rates for Services are listed in Exhibit 2 which is attached hereto and made a part hereof for all purposes. Outbound Fax Service Definition: Outbound service is defined as an individual fax message sent to Vault Anywhere by the client for delivery to a specified fax number on the public switched telephone network (PSTN). Vault Anywhere supports the submission of documents for delivery through a web service allowing connections through Https (SSL) and through regular e-mail and encrypted e-mail (TLS, additional charges may apply). Inbound Fax Service Definition: Inbound service is a service whereby Vault Anywhere receives a G3 fax and delivers said fax to one or more internet e-mail addresses specified by the client. Vault Anywhere will deliver faxes in PDF format using SMTP or encrypted SMTP (Transport Layer Security – additional charges may apply) to the e-mail address(s) associated with a specific inbound number. Internet archiving and retrieval Definition: Internet archiving and retrieval is a service whereby Vault Anywhere receives a PDF format document that client intentionally fax, or upload through a computer or through email for the purpose of storage in their Vault Anywhere internet archiving folder while enabling the client high accessibility or transfer of the PDF format document through the Vault Anywhere internet portal and tools. Vault Anywhere will receive faxes in PDF format using SMTP or encrypted SMTP (Transport Layer Security – additional charges may apply) to the e-mail address(s) associated with a specific inbound number.

Vault Anywhere offers fax and related web services through its www.vaultanywhere.com website (together with other websites owned and operated by Vault Anywhere) ("Services"). Individually, these Services are:

  • Outbound faxing services
  • Inbound faxing services
  • Internet archiving and retrieval services

Clients may request one or any combination types of Service from Vault Anywhere as detailed and specified in Exhibit 2.


CLIENT RESPONSIBILITIES

Client represents and warrants that it will use Vault Anywhere for lawful purposes only, and that its use of such Services will be in compliance with all federal, state and local laws and regulations applicable thereto, including without limitation all provisions relating to intellectual property, defamation, privacy, International communications, exportation of data, business regulation and consumer protection.

Client further represents and warrants that it will not use Vault Anywhere to transmit any threatening, abusive, defamatory, obscene, indecent, profane, hateful, or otherwise unlawful, harmful, or objectionable information of any kind, including without limitation the sending of certain unsolicited advertisements in violation of the federal Telephone Consumer Protection Act, 47 U.S.C. § 227, and the sending of any information that encourages conduct that would constitute a criminal offense, infringe third party rights, give rise to civil liability, or violate any federal, state, local, or other law.

Client further represents and warrants that it will not use the Services to distribute any documents, information, property, or other material that is protected by copyright or other intellectual property right without first obtaining any and all authorizations lawfully required to do so. Client further represents and warrants that it will not use the Services to obtain unauthorized access to any other computer systems, or to interfere with any other party's use or enjoyment of any other services or property. Client acknowledges that Vault Anywhere expressly forbids the unlawful use of its Services, that Client has full responsibility to ensure that all applicable laws and regulations are adhered to in using the Services.

Client further acknowledges that Vault Anywhere does not (i) make any endorsement or representation concerning the accuracy or reliability of any opinion, advice or statement transmitted for any Client, (ii) assume any liability for any harassing, offensive, obscene or unlawful material distributed for any Client, or (iii) assume any liability for any material transmitted for any Client that violates any third party/s legal rights, including without limitation any copyright or other intellectual property rights. Client further acknowledges that it is responsible for maintaining the security of the Client's Vault Anywhere Account identification and other confidential information relating to its Vault Anywhere account, and for all charges resulting from use of its Vault Anywhere account, including unauthorized use prior to notifying Vault Anywhere of such use and taking all reasonable steps to prevent its further occurrence.


BILLING TERMS, CHARGES AND PAYMENT

Vault Anywhere will bill Client for Services as used by Client. Records of all services invoiced to Client will be retained by Vault Anywhere and will be available to Client upon Client's request for a period of 60 days. Vault Anywhere's rates do not include any sales taxes, duties, levies, or similar assessments imposed by any governmental authority and such liabilities, all shall be chargeable to Client as a result of the provision of Services hereunder shall be added to Client's invoice and shown separately.

Vault Anywhere may change prices or institute new charges for Services at any time. Vault Anywhere also may establish specific volume or other requirements for Outbound Services provided to Clients, and require Clients to pay a monthly maintenance fee to continue those Services. Notice of all such changes and new requirements and charges will be sent to Clients via e-mail. For account holders, such notice will be sent to the e-mail address listed as the "Primary Contact" in the account holder's Application for New Account. Use of Services after receiving such notice shall constitute acceptance by Client of the price changes or new charges applicable to such Services.

Client agrees to pay all charges for the use of Vault Anywhere on or before the date on which payment is due, based on the prices and terms then in effect for each Client. All charges will be exclusive of sales and other taxes, unless otherwise required by law.

If the payment method for any Vault Anywhere is by credit or debit card and payment is not received by Vault Anywhere from the card issuer or its agents, Client agrees to pay all amounts due upon demand by Vault Anywhere. Further, when such payment method is used, each time Vault Anywhere are used, Client agrees that Vault Anywhere is authorized to charge the amount due to the designated credit or debit card. Client further agrees that Vault Anywhere may (at its option) combine one or more charges in submitting same to said credit card issuer for payment. Client further agrees that Vault Anywhere may submit charges for monthly Service fees each month, without further authorization by Client, until Client provides notice (in accordance with any Vault Anywhere' verification procedures then in effect) that this authorization has been terminated and another method of payment has been chosen. Such notice will not affect charges submitted prior to the time when such notice is received or can reasonably be acted upon. Client further agrees that it will promptly notify Vault Anywhere of any changes to: (a) the account number or expiration date of the card used to pay for Services; and (b) Client's billing address. Client must also promptly notify Vault Anywhere if that card is canceled for any reason, including without limitation for loss or theft.

Payments not received within twenty-one (21) days of the invoice date are considered past due and are subject to a late payment charge which is the lesser of 1.5% per month or the maximum lawful rate allowed by law. The late payment charge will begin to accrue on any unpaid balance commencing on the twenty-second (22nd) day after the date of the invoice. In the event Vault Anywhere employs the services of a collection agency or attorneys for the collection of charges due under this Agreement, Client shall be liable for all such costs, including, but not limited to, reasonable attorney's fees and costs incurred by Vault Anywhere in prosecuting any related proceedings and any appeals therefrom. All payments by Client hereunder shall be: (i) made in U.S. dollars; (ii) deemed to be made only upon receipt by Vault Anywhere of the actual funds; (iii) made by means from which Vault Anywhere can immediately draw upon; (iv) duly identified as relating to the Service subscribed to; and (v) made payable and delivered to the name and address designated on the invoice or such other name or address as Vault Anywhere my direct in writing from time to time. The provision of Service for Client may require a deposit if a credit check of the Client's reveals a questionable creditworthiness.


BILLING DISPUTES

All disputes regarding bills for Services must be detailed, in writing, and submitted with appropriate documentation along with payment of all undisputed amounts due. With respect to any invoice that has been paid, Client shall have an additional thirty (30) calendar days to claim the existence of a dispute with respect to such invoice. Absent such claim, all such invoices shall be deemed correct.

Complete Documentation of all billing disputes must be sent to: Vault Anywhere, Attn: Controller, 3350 Shelby Street, Suite 200, Ontario, CA 91764, or by facsimile to (909) 586-3886, with duplicate notification to follow by U.S. Mail or overnight delivery.

An amount will not be considered "in dispute" until Client has provided Vault Anywhere with written notification thereof and complete documentation with respect to same. If resolution of a billing dispute cannot be resolved through normal operational procedures both parties agree to immediately attempt to resolve the dispute through the Informal Dispute Resolution procedure.


TERM

This Agreement becomes effective at the date of signing and shall become effective for one (1) year term from the commencement date and shall be automatically renewed for additional one (1) year terms until either party terminates this agreement by written notice at least 60 days prior to the anniversary and renewal date. For Qualified Pilot Program Clients, this Agreement commences at the date of signing and remains effective for 30 or 90 day terms. Vault Anywhere shall select the appropriate term for each Qualified Pilot Program Client, and designate the selected term in Exhibit 1. This Agreement will extend for an initial one year term, commencing at the expiration of the selected Pilot Program term, unless terminated in writing prior to the expiration date. Thereafter, the Agreement will automatically renew for additional one (1) year terms, unless terminated in writing 60 days prior to the expiration of the new term.


SUSPENSION AND TERMINATION

Vault Anywhere may suspend any Service to Client if: (i) Client fails to make any payment required hereunder within five (5) days following notice of nonpayment from Vault Anywhere; (ii) Vault Anywhere suspends its provision of any other Services to Client for any of the reasons set forth in this Agreement; (iii) Client exceeds Credit Limit; (iv) Vault Anywhere is required to take emergency steps to protect itself against the loss or degradation of communication Services, property damage, or personal injury; or, (v) Client breaches an provision of this Agreement not otherwise referred to in this paragraph and does not remedy the breach within three (3) days of written notice from Vault Anywhere of such breach. Vault Anywhere reserves the right to terminate this Agreement or any Service to Client if: (i) Client fails to make any payment required to be made hereunder after suspension of Service by Vault Anywhere: (ii) Client fails to cure any other violation of its obligations hereunder within ten (10) days of receiving a notice of such violation from Vault Anywhere; (iii) Client violates any of its obligations hereunder. Additionally, if Client or any of its end-users violate the provision of sections 8.3 or 8.4 Vault Anywhere may, at its sole option, terminate this Agreement or any Service to Client or Client's end-users without notice or liability.

Clients may terminate their account and discontinue the use of Vault Anywhere at any time for any reason. A Client desiring to do so may send an e-mail to support@vaultanywhere.com The termination of any account shall not relieve Clients of the obligation to pay for any Services provided prior to the date notice of termination is received by Vault Anywhere.

Vault Anywhere may terminate the account of any Client, and discontinue providing services to any Client, at any time for any reason. Reasons for such action may include, without limitation, nonpayment for Services, failure of a credit card issuer to honor a Client request for payment for Services, Client use of Services to engage in conduct that unlawful, interferes with other Clients' use of the Services, is harmful to Vault Anywhere or third parties, violates this Agreement, or violates or may violate any law or regulation.

Client acknowledges and agrees that Vault Anywhere shall not be liable for any damages suffered by Client arising out of or relating to Vault Anywhere's termination of its account, or the discontinuation of any Services by Vault Anywhere.


NOTICES AND CONSENT

Any notice required hereunder to be delivered to Vault Anywhere shall be delivered by either e-mail to Client's sales representative at Vault Anywhere at sales@vaultanywhere.com, or by U.S. Mail or overnight delivery to Vault Anywhere Corp., 3350 Shelby Street, Suite 200, Ontario, CA 91764.

Any notice required hereunder to be delivered to Client shall be delivered by either e-mail to the e-mail address listed for Client's "Primary Contact" in Client's application for New Account, or by U.S. Mail or overnight delivery to the address listed for Client's "Primary Contact" in such application.

In any matter requiring the prior consent of either Vault Anywhere or Client, such consent will be deemed given only if given in writing by a duly authorized representative of either Vault Anywhere or Client, and will not be unreasonably denied.


CLIENT COMMUNICATIONS

Vault Anywhere communicates with its Clients in a number of ways, in the course of which it acquires certain information from those Clients. Set forth below are the procedures applicable to such information, which Client acknowledges and to which it consents.

When a Client contacts a Vault Anywhere client care representative by telephone, e-mail, fax, or letter, to request information, report a problem, or provide feedback, Vault Anywhere may keep a record of that contact in its files. The client care representative may ask for the Client's name, e-mail address, or other information in order to create a record of the communication and, if necessary, send a reply. The staff in Vault Anywhere' client care group have access to these records to better serve Clients' needs.

When a Client visits the Vault Anywhere website (including without limitation any websites owned and operated by Vault Anywhere) Vault Anywhere may track the Client's traffic pattern to identify that you are using the system and to carry you from one page to another without the need for you to keep logging into the system.

Vault Anywhere may send Clients periodic e-mails containing information about the company, administrative notices about Client accounts, Service features, Service usage tips, information about third party products and services that are likely to be of interest to Vault Anywhere Clients, and Client satisfaction questions. Clients may "opt-out" from receiving information about third party products and services by sending an email to support@vaultanywhere.com. Clients with free Outbound user accounts may only "opt-out" from receiving such information by terminating their Vault Anywhere accounts.


WARRANTY

Vault Anywhere will use reasonable efforts under the circumstances to maintain its overall network quality. The quality of Service provided hereunder shall be consistent with other common carrier industry standards, governmental regulations, and sound business practices. Vault Anywhere MAKES NO OTHER WARRANTIES ABOUT THE SERVICES PROVIDED HEREUNDER, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF MERCHANTIBILITY OR FITNESS FOR A PARTICULAR PURPOSE.


LIMITATION OF LIABILITY AND INDEMNICATION

In no event shall Vault Anywhere be liable to Client for any special, indirect, incidental, consequential, or exemplary damages, including but not limited to loss of revenue, loss of profits, loss of clients, loss of clients, or loss of goodwill arising in any manner from this Agreement and the performance or nonperformance of Vault Anywhere hereunder.

The liability of Vault Anywhere, if any, for damages resulting from or arising in connection with mistakes, omissions, interruptions, delays, errors, or other defects (collectively, "Impairments") occurring during the course of furnishing Service or arising out of any failure to furnish Service, shall be limited to a credit of the Vault Anywhere charges for the Services subject to the Impairments during the time period that such impairments occurred but such credits will be disallowed if the Impairment is not reported to Vault Anywhere within 24 hours of its occurrence or if such damage is, in whole or in part or directly or indirectly, caused by or contributed to, the acts or omissions of Client, its agents, representatives, contractors, subcontractors, licensees, invitees, or clients, or the facilities of any such entity. For the purposes of this paragraph, Impairment begins when Client reports the Impairment to Vault Anywhere and ends when the Impairment is corrected.

Client represents and warrants that it will only use Vault Anywhere services for lawful purposes and that its use of Vault Anywhere services will be in compliance with all federal, state and local laws and regulations including, without limitation, the provisions of the Telephone Consumer Protection Act. Client represents and warrants that it will not use Vault Anywhere services to transmit any unlawful, harmful, threatening, abusive, libelous, vulgar, obscene, profane, hateful, or otherwise objectionable information of any kind, including, but not limited to, encouraging conduct that would constitute a criminal offense, infringe third party rights, give rise to civil liability or otherwise violate any local, state, federal or other law or regulation. Client represents and warrants that it will not use Vault Anywhere services to upload, post, reproduce or distribute, in anyway, any information, software or other material protected by copyright or any other intellectual property right without first obtaining the permission of such right holder. Client further warrants and represents that its use of Vault Anywhere services will comply with all applicable laws, regulations and conventions, including those related to data privacy, international communications, exportation of technical or personal data, and the sending of certain unsolicited facsimiles.

There are laws and regulations in Canada, the United States and other countries that regulate the sending of facsimiles. Vault Anywhere expressly forbids any unlawful use of its services which may violate any applicable law or regulation including the Telephone Consumer Protection Act. It is solely the responsibility of the Client to ensure that all such laws and regulations, including without limitation, regulation of unsolicited advertising, are adhered to. Client expressly absolves Vault Anywhere of all responsibility for their use of Vault Anywhere services and warrant that they are in full compliance with all laws and regulations regarding sending facsimiles.

Client shall defend, indemnify and hold harmless Vault Anywhere, its officers, directors, employees and agents from any claims and expenses, including reasonable attorney's fees, related to any breach of this agreement, use of Client's account, or in connection with the placement or transmission of any message, information, software or other content using the service. Vault Anywhere shall give written notice of any such claim, action or demand within a reasonable time. Vault Anywhere shall be represented by attorneys of its choice at Client's expense. The foregoing also shall include reasonable cost of collections, including legal fees.


FORCE MAJEURE

No failure or omission by either Party to carry out or observe any of the terms and conditions of this Agreement shall give rise to any claim against such Party or be deemed to be a breach of this Agreement if such failure or omission arises from any cause reasonably beyond the control of that Party whether caused by acts of God, insurrection, civil disorder, war, military operations, national or local emergency, acts or omissions of any government authority, industrial disputes, fire, lightening, explosion, inclement weather, or other similar causes beyond the control of either Party.


ASSIGNMENT

The parties agree that Vault Anywhere may assign its rights, obligations, or interests under this Agreement to any third party at Vault Anywhere's sole discretion. The parties agree that this Agreement may not be assigned or transferred by Client, in whole or in part, without the prior written consent of Vault Anywhere, which consent will not be unreasonably withheld. Any assignment in contravention of this paragraph shall be void and of no force or effect as to the assignee.


BINDING AGREEMENT

This Agreement shall inure to the benefit of, and shall be binding upon, Vault Anywhere, its Clients and their respective successors and assigns.


INTELLECTUAL PROPERTY RIGHTS

The Parties agree that trademarks, inventions, patents, copyrights, registered designs, service mark, trade names, and all other intellectual property shall remain and continue to be owned by the Party owning such property, and nothing herein shall confer or be deemed to confer on either Party expressly, implied or otherwise, any rights or licenses in the intellectual property of the other.


NUMBER OWNERSHIP

The new Direct Inward Dial ("DID") numbers and toll free numbers used by Vault Anywhere to provide Service, and assigned to Client to use with the Services, are the property of Vault Anywhere. For the term of this Agreement, Vault Anywhere grants Client the right to use the assigned DID or toll-free numbers for the purpose described herein. Client's right to use the numbers terminates with the expiration or termination of this Agreement.

Client acknowledges that it is not the owner of any inbound fax number assigned by Vault Anywhere to Client's account, and that ownership of any and all such numbers is vested solely in Vault Anywhere.

Client further acknowledges that Vault Anywhere shall, in its sole discretion, select and assign fax numbers to Client's account for use in connection with any Services provided by Vault Anywhere. The selection and assignment of such numbers will be based on available inventory, and Client will have no right to choose or change those numbers or to retain any previously assigned numbers.

Client further acknowledges that Vault Anywhere may from time to time decide to change the inbound fax numbers assigned to Client (whether because of an area code split or any other reason), and also that following the termination of any Client account, or the discontinuation or suspension of Services to any Client for any reason, any and all such numbers may be reassigned immediately to one or more other Clients for use in connection with Services provided to them.

Client further acknowledges that Vault Anywhere will not be liable for any damages arising out of or relating to any reassignment of numbers by Vault Anywhere, regardless of the reason for such reassignment, including without limitation any consequential or special damages.


PRIVACY POLICY

Vault Anywhere is committed to protecting the confidentiality of information it obtains from its Clients. Set forth below are the procedures applicable to such information, which Client acknowledges and to which it consents.

In the course of providing Services to Clients, Vault Anywhere obtains or gains access to certain information relating to our Clients, those to whom they send faxes, and those from whom they receive faxes. This information may include, for example, names, addresses, telephone numbers, facsimile numbers and messages, e-mail addresses, billing addresses, credit card numbers, IP addresses, domain types, and browser types.

Client acknowledges, however, that Vault Anywhere may access certain fax numbers and content for technical purposes, such as to ensure that faxes are routed correctly, conform to Vault Anywhere system requirements, do not cause disruptions to the Services or Vault Anywhere systems generally, or for other similar reasons.

Vault Anywhere utilizes reasonable and appropriate protections to ensure that this information is not misused or accessed without authorization. For example, at Vault Anywhere, access to this information is restricted to those employees and contractors who need to use the information in order to perform legitimate business tasks relating to the Services or to systems maintenance, internal security or related matters. Despite these efforts, however, it is impossible to guarantee the confidentiality, privacy or security of this information. (Example, third parties might still be able to intercept Vault Anywhere's faxes, which transmits the "to" and "from" numbers.

Client acknowledges that Vault Anywhere does not control or provide either the content of the information Vault Anywhere transmits on behalf of its Clients, or the fax numbers to which such information is transmitted. Vault Anywhere is a passive provider of Services that Clients use to send and receive information of their own choosing to and from persons and entities they themselves select. Vault Anywhere does not review or monitor the contents of the faxes sent or received by its Clients, and does not decide the fax numbers to which such information is sent. Except as stated above, Vault Anywhere does not disclose to third parties such information or numbers.

Vault Anywhere does not sell, lease or otherwise disclose any of this information to third parties without our Clients' consent, except as authorized by law. For example, Vault Anywhere may disclose such information to law enforcement officers and agencies, other government officials, or other parties in response to criminal or civil subpoenas.

Vault Anywhere also does not sell or resell any lists of its Clients, or of the recipients of the faxes transmitted for our Clients. Questions regarding Vault Anywhere' Privacy Policy may be directed by e-mail to admin@vaultanywhere.com or by U.S. Mail or overnight delivery to the following business address: Vault Anywhere, Attn: Privacy Compliance Officer, 3350 Shelby Street, Suite 200, Ontario, CA 91764.


AMENDMENT

Other than any rate changes referenced in section "3. Rates, Billing Terms and Payments", paragraph 2, this Agreement, together with its Schedules referenced and incorporated herein, may be amended or modified only by written agreement signed by authorized representatives of both Parties.


WAIVER

Failure of either Party to insist on performance of any term or condition of this Agreement or to exercise any right or privilege hereunder (collectively, "Waiver") shall not be construed as a continuing or future Waiver of such term, condition, right or privilege. No Waiver by either Party of any provision of this Agreement shall be binding unless expressly made in writing and mutually agreed to by the Parties.


SEVERABILITY

If any provision contained in this Agreement shall be held invalid under law, then all other provisions contained herein that can be given effect without such invalid provision shall be given effect.


ARBITRATION

Failing amicable settlement within a period of thirty (30) days from the commencement of mutual discussions, any controversy, claim or dispute arising under or relating to this Agreement, including the existence, validity interpretation, performance, termination or breach thereof, shall be finally resolved by arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association ("AAA"). There shall be one arbitrator selected in accordance with said AAA Rules. The language of the Arbitration shall be English. The Arbitrator will not have authority to award punitive damages to either Party. Each Party shall bear its own expenses, but the Parties shall share equally in the expenses of the Arbitration Tribunal and the AAA. This Agreement shall be enforceable, and any arbitration award shall be final, and the judgment thereon may be entered in any court of competent jurisdiction. The arbitration shall be held in San Bernardino County California.


GOVERNING LAW AND FORUM

The existence, validity, construction, operation, and effect of this agreement shall be determined in accordance with, and be governed by, the laws of the State of California. Client agrees that any action or proceeding arising out of this Agreement shall be brought and maintained in the State of California, San Bernardino County, and hereby consents to the jurisdiction of the courts located in the State of California, San Bernardino County.


CONVENIENCE ONLY

The captions of sections in this Agreement are for convenience only and do not limit or modify the terms and conditions of this Agreement or any provision herein.

 
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