Software as a Service and Reseller Subscription Agreement

This Software as a Service and Reseller Subscription Agreement(the “Agreement”) is entered into by and between Documo, Inc., a Delaware corporation (“Documo” or “Documo, Inc.”) and Customer as set forth on the Order Agreement (“Subscriber”, “Customer” or “You”).  

These Terms govern your use of our products and services, including any content or or such related products, services or websites (collectively with the Site, the “Services”),which are owned or operated by Documo Inc. The terms set forth below apply to the Order Agreement executed by Customer and to any subsequently mutually executed Order Agreement and/or Statement of Work between the Customer identified on the Order Agreement and Documo Inc. Documo Inc. reserves the right to update the Terms at any time without notice to you.

In consideration of the mutual promises and covenants set forth herein, the adequate and legal sufficiency of which being hereby acknowledged, the Parties agree as follows:

1.0 Description of Services

Documo Inc. hereby agrees to provide the Customer with access to the Services (as defined herein).These Services include any updates, enhancements, or new features provided in the future.

2.0 Definitions

“End Users” shall mean persons or entities who subscribe for Services through Customer and/or persons or entities who use the Services.

“Fax Communications” shall mean the ability to send and receive faxes using the Public Switched Telephone Network (PSTN) and/or the Internet.

“Fax Number” shall mean a telephone number used to send and receive fax transmissions that is operable on the PSTN and having a format of “(XXX)XXX-XXXX”

“mFax” or “mFax Services” shall mean the secure cloud fax platform operating as a software as a service (SAAS) provided by Documo Inc. to enable fax communications across the PSTN.  This secure cloud fax platform provides fax communications to the public switched telephone network (PSTN), and also an accounting of those fax communications for the Customer.

“mSign” shall mean Documo, Inc.’s electronic signature service which allows a user to display, deliver, acknowledge, store, and electronically sign documents.  

“Services” shall mean the mFax or mSign services described herein.

‍“Software” shall mean thesoftware and API interfaces to access mFax or mSign, as applicable.  

3.0 Terms and Conditions

Subject to Customer’s payment of all applicable licensing fees and Customer’s compliance with this Agreement, Documo Inc. hereby grants to Customer a limited, personal, revocable, non-transferable, non-assignable and non-exclusive license to:

a) Integrate Customer’s software and other platforms to provide mFax or mSign to End Users;

b) Allow Customer to rebrand the Services using the Customer’s software and distribute mFax or mSign under its own brand;

c) Resell the Services and market the Services as a reseller; and

d) Allow End Users access to the Services.

Access to the Services is limited to the number of user seats that the Customer is paying for at any given time. Documo reserves the right to audit, in its sole discretion, its system and any records, documents or systems of Customer to determine the number of active users.

The Parties agree and acknowledge that the mFax services are subject to the additional terms and conditions described in Schedule I of this Agreement.

The Parties agree and acknowledge that the mSign services are subject to the additional terms and conditions described in Schedule II of this Agreement.

4.0 License Restrictions

Documo Inc. reserves all rights not expressly granted to you in this Agreement. Other than the rights expressly granted to you in this Agreement, Documo Inc. retains all of its rights to its trademarks, logos, trade names, and service marks, website(s), technologies, patents, copyrights, trade secrets, know-how, and other intellectual property and proprietary rights. Documo Inc. shall at all times solely and exclusively own all worldwide rights, title, and interest in and to the Software and APIs, and all worldwide intellectual property rights therein. No implied licenses are granted herein. Except as expressly set forth in this Agreement, Customer and its End Users may not, directly or indirectly: (i) use any reverse compilation, reverse engineering, decompilation or disassembly techniques or similar methods to determine any design structure, concepts, and construction methods of the Software or replicate the functionality of the Software for any purpose; (ii)transfer, distribute, lease, modify, translate, make any attempt to create derivative works from, and/or assign or otherwise make available the Software or any portion thereof to a third party; (iii) copy the Software onto any public or distributed network.

5.0 No Unlawful or Prohibited Use by Customer or End Users

As a condition of Customer’s use of the Services, Customer is responsible for ensuring the Services are not used for any purpose that is unlawful or prohibited by this Agreement or applicable law. Customer and/or its End Users may not use the Services in any manner that could damage, disable, overburden, or impair the Services, or interfere with any other party’s use and enjoyment of such Services. Customer and its End Users may not attempt to gain unauthorized access to the Services, other accounts, computer systems or networks connected to the Services, through hacking, password mining, or any other means.

Customer and its End Users may not obtain or attempt to obtain any materials or information through any means not intentionally made available through the Services. Customer and its End Users warrant that the information submitted for transmission via mFax is for lawful purposes only and that the transmission of messages or files is not in violation of any federal, state or provincial laws. Customer and its End Users shall not 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, national or other law. Customer and its End Users may not use the Services to transmit, upload, post, reproduce or distribute, in any way, any information, software or other material protected by copyright or any other intellectual property rights without first obtaining the permission of the copyright holder. Customer and its End Users shall comply with all applicable laws, regulations, or conventions including those related to Do Not Call provisions, faxing, data privacy, international communications, and exportation of technical or personal data.

6.0 Use of services, Customer, and End User responsibilities

Customer agrees that is fully responsible for the contents of its and its End Users’ use of and transmissions through the Services. You agree and acknowledge that the Services are a passive conduit to send and receive information of your own choosing.  Documo Inc. reserves the right to take any action with respect to the Services that Documo Inc. deems necessary or appropriate, in its sole discretion, if Documo Inc. believes Customer or its End Users’ use of the Services, including the transmission of information may: create liability for Documo Inc; compromise or disrupt the Services; or cause Documo Inc. to lose (in whole or in part) the services of Documo Inc.‘s telecommunication providers or other suppliers.

Documo Inc. has no control over the content of the information passing through the Services.  Documo Inc. does not:

● Represent, verify or endorse the accuracy, completeness or reliability of any opinion, advice, statement or information made or transmitted through the Services;

● Assume liability for any harassing, offensive or obscene material distributed through the Services by the Customer or End Users;

● Assume any liability for any material distributed through the Services which is distributed in violation of any third party’s copyright or other intellectual property rights; or

● Assume liability for claims concerning unsolicited faxes, emails, voice messages or other communications sent by the Customer or End User or others, including (but not limited to) any claims or liability arising out of the Telephone Consumer Protection Act of 1991, CRTC 2001-193, FTC regulations, and the Can-Spam Act.

Unless otherwise obligated. Documo, Inc. reserves the right at all times to disclose any information passed through the Services as Documo Inc. deems necessary to satisfy any applicable law, regulation, legal process, or governmental request.

Customer acknowledges and agrees that it and its End Users are responsible for notifying Documo, Inc. immediately of any unauthorized use of the Services or any security breach relating to or arising out of the use of the Services.

Customer acknowledges and agrees that it is responsible for ensuring that its End Users comply with the terms of this Agreement that are applicable to End Users.

7.0 Ownership of Software; Feedback

All programs, services, processes, designs, software, technologies, trademarks, trade names, inventions and materials comprising the Services are wholly owned by Documo Inc. and/or its licensors and service providers except where expressly stated otherwise.

Customer acknowledges that it and its End Users may from time to time identify problems, solutions to identified problems, provide suggestions, comments or other feedback related to the Services or otherwise relating to Documo Inc. (“Feedback”) to Documo Inc. Customer agrees that all Feedback is and shall be given entirely voluntarily and Documo Inc. shall be free to use or disclose such Feedback for any purpose.

8.0 Marks

Neither Customer nor any End User will claim, or attempt to claim, ownership of the mFax or mSign brands, marks, or other intellectual property rights either in printed materials or in representations made to third parties.

9.0 Security

Customer acknowledges and agrees that it and its End Users are solely responsible for protecting their passwords and other personal information and for the consequences of not protecting such data. Customer acknowledges that access to the Services may involve the use of identification numbers, passwords, payment accounts or other individualized nonpublic information (“Private Documentation”). Customer agrees to use its best efforts to prevent unauthorized use of the Services or any Private Documentation. Customer agrees to promptly report to Documo Inc. any suspected unauthorized use or other breach of security. Customer is responsible for any unauthorized use of its account, identification numbers or passwords until Documo, Inc. receives written notice of a breach of security and a request from Customer to block further access for such numbers and passwords. The Parties agree that Documo Inc. shall not be liable for any unauthorized use of payment accounts.

10.0 Disclaimer of Warranties and Limitation of Liability

EXCEPT AS OTHERWISE PROVIDED HEREIN, USE OF SERVICES IS AT THE SOLE RISK OF THE USER. EXCEPT AS OTHERWISE PROVIDED HEREIN, ALL SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND, EXPRESS, STATUTORY OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, NON-INFRINGEMENT, AVAILABILITY OR ACCURACY OF INFORMATION. DOCUMO INC. DOES NOT WARRANT THAT THE SERVICES WILL BE AVAILABLE, WILL MEET THE REQUIREMENTS OF CUSTOMER OR ITS END USERS OR WILL OPERATE IN AN UNINTERRUPTED, ERROR-FREE OR COMPLETELY SECURE MANNER OR THAT ERRORS OR DEFECTS WILL BE CORRECTED. DOCUMO INC. DOES NOT MAKE ANY REPRESENTATIONS, WARRANTIES, OR CONDITIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SERVICES, IN TERMS OF THEIR ACCURACY, RELIABILITY, TIMELINESS, COMPLETENESS, OR OTHERWISE.

THE PARTIES ACKNOWLEDGE THAT SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES , OR ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO CUSTOMER OR ANY OF ITS END USERS. IN SUCH EVENT, DOCUMO INC.’S WARRANTIES WITH RESPECT TO THE SERVICES WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW IN SUCH JURISDICTION.

Moreover, Documo Inc., its affiliates, and their respective officers, directors, agents, employees, suppliers, and shareholders shall not be liable and are not responsible for any loss or damage the Customer or any of its End Users suffer, or any party claiming through or under Customer or End User, as a result of, or related to, the use of the Services including, but not limited to:

● performance of the Internet;

● performance of the telephone network;

● loss or damage resulting from delay, computer virus or interruption of the Services, including deletion or failure to store messages, regardless of cause; or

● loss or damage to Customer’s equipment, facilities, software or data, arising from mistakes, omissions, interruptions, delays, errors, non-delivery, incorrect delivery, viruses or defects in the transmission of information or data on the Internet.

This Section 10 shall survive expiration or termination of this Agreement.

11.0 Limitations of Liability

THE PARTIES AGREE AND ACKNOWLEDGE THAT UNDER NO CIRCUMSTANCES WILL DOCUMO INC., ITS AFFILIATES, EMPLOYEES, AGENTS, REPRESENTATIVES, LICENSORS OR OTHER THIRD PARTY PARTNERS (“DOCUMO INC. PARTIES”) BE LIABLE TO CUSTOMER, ANY END USER OR ANY OTHER PERSON FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES ARISING OUT OF THIS AGREEMENT OR THE USE, INABILITY TO USE, OR THE RESULTS OF USE OF THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY; INCLUDING WITHOUT LIMITATION DAMAGES RESULTING FROM LOST PROFITS, LOST DATA, LOSS OF BUSINESS OR BUSINESS INTERRUPTION, WHETHER DIRECT OR INDIRECT, ARISING OUT OF THE USE, INABILITY TO USE, OR THE RESULTS OF USE OF THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY. A DOCUMO INC. PARTY’S TOTAL CUMULATIVE LIABILITY SHALL IN NO EVENT EXCEED THE GREATER OF: (A) THE AMOUNT CUSTOMER PAID DOCUMO INC. PURSUANT TO THIS AGREEMENT IN THE PRIOR SIX (6) MONTHS; OR (B) THE SUM OF ONE HUNDRED US DOLLARS ($100.00). THE PARTIES ACKNOWLEDGE THAT SOME STATES OR JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY. IN SUCH STATES OR JURISDICTIONS, THE DOCUMO INC. PARTIES’ LIABILITY TO CUSTOMER AND THE END USERS SHALL BE LIMITED TO THE FULL EXTENT PERMITTED BY LAW. EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS OF THIS AGREEMENT BETWEEN THE PARTIES. THIS ALLOCATION IS REFLECTED IN THE PRICING OFFERED BY DOCUMO INC. AND IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION AND THE SECTION ABOVE WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY IN THIS AGREEMENT.

THIS SECTION 11 SHALL SURVIVE EXPIRATION OR TERMINATION OF THIS AGREEMENT.

12.0 Force Majeure and Network Outages

Each party will be excused from performance for any period during which, and to the extent that, such party or any subcontractor is prevented from performing any, in whole or in part, as a result of causes beyond its reasonable control, and without its fault or negligence, including without limitation, acts of God, strikes, lockouts, riots, acts of terrorism or war, epidemics, communication line failures, and power failures.

This principle extends to unanticipated internet outages, PSTN outages, or system outages caused by malicious acts by third parties, including, but not limited to hacking, viruses, and malware.

13.0 Indemnity

(a) Customer and End User Indemnity: To the maximum extent permitted by law, Customer shall defend the Documo, Inc. Parties against all third party claims, demands, disputes, suits or proceedings, and will indemnify and hold Documo, Inc. harmless from and against any resulting liabilities, damages, losses, and expenses, including reasonable attorney’s fees, finally awarded to such third party by a court of competent jurisdiction or agreed to in settlement, arising from (i) the negligence, or willful misconduct of the Customer or any End User; (ii) a violation of applicable law, regulation or order of Customer or any End User; (iii) any breach of the terms and provisions of this Agreement by Customer or any End User or (iv) any infringement or misappropriation of intellectual property or proprietary rights by Customer or any End User.

(b) Documo Indemnity: Documo, Inc. shall defend Customer (including its Affiliates), and their respective officers, directors, and employees, against all third party claims, demands, disputes, suits or proceedings, and will indemnify Customer from and against any resulting liabilities, damages, losses, and expenses, awarded to such third party by a court of competent jurisdiction or agreed to in settlement, arising from (i) the negligence of Documo, Inc. that results in the inoperability of Services; or (ii) a third party claim alleging that the Services, infringe a third party’s intellectual property rights or other proprietary rights of a third party, or misappropriation of a trade secret of a third party (but only to the extent that such misappropriation is not a result of Customer’s unauthorized actions).

(c) Documo & 3rd Party IP Claims: If Documo Inc. believes or it is determined that the Services may have violated a third party's intellectual property rights, Documo Inc. may choose in its discretion to (i) modify the Services to be non-infringing; or (ii) obtain a license for Customer to allow for continued use of a portion of the Services which allegedly violates the third party's intellectual property rights. If neither alternative above is available, Documo shall notify the Customer, and either party may elect to terminate the license for all of the applicable portions of the Services. Documo shall have no liability or obligation to Customer with respect to any intellectual property right infringement, misappropriation, or claim thereof to the extent such claim is based upon (A) Customer's use of the Services in combination with non-Documo products or software; or (B) modifications, alterations, or enhancements of the Services by Customer or any third party.

(d) Indemnification Process: As a condition of receiving indemnification under this Agreement, a Party seeking indemnification hereunder (an "Indemnified Party") will provide the other Party ("Indemnifying Party") with: (i) prompt written notice of the claim, but in no case later than twenty (20) days after notice of the claim; (ii) complete control over the defense and settlement of the claim (provided that the Indemnifying Party will not settle any claim without the Indemnified Party's prior written permission if the settlement fails to unconditionally release the Indemnified Party from all liability pertaining to such claim, and (iii) such assistance in connection with the defense and settlement of the claim, at the Indemnifying Party's expense, as the Indemnifying Party may reasonably request. Any permission required by this subsection or elsewhere in this Agreement may not be unreasonably withheld, delayed or conditioned.

(e) Survival. This Section 13 shall survive expiration or termination of this Agreement.

14.0 Term and Termination

This Agreement shall be effective on the date that the last Party to execute this Agreement executed this Agreement and shall remain in force for an initial term of 1 year, after which it will automatically renew for successive one-year terms unless either party sends to the other Party prior written notice of at least sixty (60) days to terminate this Agreement at the end of the initial term or any renewal term.

Documo Inc. reserves the right to suspend or terminate this Agreement at any time in its sole discretion, believes that the Services are being used for a purpose that is unlawful or prohibited by this Agreement. Documo Inc. shall have no responsibility to notify any third party, including any third party providers of services, merchandise or information, of any suspension, restriction or termination of Customer’s account.

Any termination of this Agreement shall not relieve Customer from the obligation to pay amounts owing or any other liability accruing under this Agreement prior to the time that such termination becomes effective.

Either Party may terminate this Agreement in the event of a material breach of this Agreement that is not cured within 30 days of notice of the breach by the non-breaching party.

Following the termination of this Agreement, Customer and its End Users shall immediately cease use of and access to the Services and any license granted under this Agreement related to the Services shall immediately terminate. Documo Inc. will not be liable to Customer, any End User or any third party as a result of the termination of this Agreement or for any actions taken by Documo Inc. pursuant to this Agreement as a result of such termination. Documo Inc. shall have no obligation to maintain any messages or other content in any account of Customer or any End User or forward any unread or unsent messages to Customer, any End User or any other third party.

The provisions of this Section 14 shall survive expiration or termination of this Agreement.

15.0 Billing

All payments under this Agreement are due 30 days from the dateof the invoice. 

Customer is responsible for all fees and charges it accrues in accordance with Schedule III. Customer must maintain a minimum that will be clearly outlined on the Order Agreement.

Documo Inc. reserves the right to charge a premium on all mobile, cellular, digital, special service numbers, and/or PCS international terminating traffic, as well as the right to adjust any rate to reflect changes in international tariffs, regulatory requirements, taxes, levies or other third party levies. Per page prices are based on a 60 second transmission time; pages that take longer to transmit may be charged as multiple pages.

Charges for Services may include Activation, Monthly Subscription, and Usage Fees.

16.0 Governing Law, Dispute Resolution and Exclusive Jurisdiction

This Agreement shall be governed by and interpreted exclusively in accordance with the internal laws of the State of Nevada U.S.A., without reference to conflict of laws principles or international law, including, without limitation, the United Nations Convention on Contracts for the International Sale of Goods, as revised, or to the Uniform Computer Information Transactions Act, as adopted in any jurisdiction, and to the maximum extent permitted under applicable law, Customer expressly waives any rights to the application of any other law or regulation on the effect thereof. In the event that litigation in court should occur, sole and exclusive venue for any disputes will be in state or federal courts serving Las Vegas, Nevada. The parties hereby irrevocably waive any objection to the jurisdiction of such courts based on any ground, including, without limitation, improper venue or forum nonconveniens.

This Section 16 shall survive expiration or termination of this Agreement.

17.0 Integration; Amendment

This Agreement represents the entire understanding between the Parties and supersedes any prior agreements or communications. No modification of this Agreement will be binding upon the Parties unless in writing and executed by the Parties.

18.0 Notices

All notices under this Agreement will be in writing, signed by the Party giving the notice and will be deemed properly given and received (i) on the date of delivery if delivered personally,(ii) on the next business day after deposit for overnight delivery by overnight courier service or (iii) three business days after mailing, by registered or certified mail, return receipt requested. All such notices will be sent to the addresses set forth on the signature page to this Agreement. Either Party may change its address for notices under this Agreement by notice to the other Party pursuant to this Section.

19.0 Execution

The person signing below on behalf of the Customer warrant that he/she is authorized to sign on behalf of, and to contractually bind, the Customer to this Agreement and that the Customer information entered below is true and correct. By signing below, Customer agrees to be bound by the rates, terms, and conditions below and in the attached service level agreement.

20.0 Severability

If any portion of this Agreement, including an portion of an exhibit or schedule hereto, is found to be unenforceable or invalid for any reason, that provision will be limited or eliminated to the minimum extent necessary so that the rest of the terms of this Agreement will otherwise remain in full force and effect.

21.0 Assignment

Customer may not assign this Agreement or any of its rights or obligations under this Agreement without the prior written consent of Documo Inc.

22.0 Waiver

A Party’s failure to insist upon or enforce any provision of this Agreement shall not be construed as a waiver of any such provision or right or a waiver of any subsequent breach or failure.

23.0 Headings and Captions

All headings and captions included in this Agreement are included for convenience only, and shall not be considered in interpreting the terms and provisions of this Agreement.

24.0 No Third Party Beneficiaries

Except as otherwise expressly set forth herein, there shall exist no right of any person or entity to claim a beneficial interest in this Agreement or any rights arising under this Agreement.

25.0 Cancellation Policy

Should a customer request to cancel service during an active service period, monthly or annual, the active period will complete and the subscription will not renew. Customers can continue to use services while the subscription is active. Cancellation can be completed by the customer via the customer portal under the Billing menu options.

26.0 Cancellation Due to Non Payment

Documo reserves the right to suspend and/or cancel a customer's service if the account has a past due balance. Automated notifications are sent out to the email addresses on customer accounts once an invoice is past due and if the system is unable to collect against the payment method on file. Service will be restored once past due balances are resolved. All outstanding invoices are due and payable whether service is restored or not.

Schedule I. mFax Terms and Conditions

Ownership of Fax Numbers

Customer understands and agrees that neither it nor any of its End Users are the owner of any Documo fax number assigned to Customer or the End User by Documo Inc. Ownership of any such fax number is vested solely in Documo Inc. (which will assign such number for use during the term of this Agreement). As a general business practice, Documo Inc. allows for the porting out of Documo-owned fax numbers upon the termination of service and customer request. However, Customer understands and agrees that following the termination of the Agreement or account of Customer or any End User for any reason, such fax number may be reassigned immediately (although there is typically a transition period), and Customer agrees that Documo Inc. will not be liable for damages (including consequential or special damages) arising out of any such reassignment, and Customer hereby waives any claims with respect to any such reassignment, whether based on contractual, tort or other grounds, even if Documo Inc. has been advised of the possibility of damages.

Customer further understands and agrees that Documo Inc. may from time to time need to change the fax number assigned to Customer or any End User (whether due to an area code split or any other reason, and whether outside or within Documo Inc.’s control). Customer agrees and acknowledges that Documo Inc. will not be liable for damages (including consequential or special damages) arising out of any such change in the fax number assigned to Customer or any End User, and Customer hereby waives any claims with respect to any such change, whether based on contract, tort or other grounds, even if Documo Inc. has been advised of the possibility of damages.

Unsolicited Fax Advertisement Policy

If Customer or any End User is in receipt of an unsolicited fax advertisement, Customer or such End User should take the following two steps:

a) If the fax contains a telephone number, fax number, or other contact information to “unsubscribe” from receipt of additional junk faxes, please do so; and

b) please submit suspect fax to Documo Inc. for investigation by faxing the suspect fax to 1.844.283.4884.

Documo, Inc. will investigate the submission and block further transmissions from the sender if they are in breach of the Federal Telephone Consumer Protection Act, which regulates unsolicited fax transmissions. Distribution of unsolicited fax advertisements through the Services is prohibited.

Documo Inc. may develop means to prevent distribution and receipt of unsolicited fax advertisements to customers. At Documo Inc.’s option and without further notice, Documo Inc. may use technologies and procedures, such as filters, that may terminate such unsolicited fax advertisements without delivering them.

mFax Service Level Agreement

Outbound Fax Service - Outbound service is defined as an individual fax message sent to Documo by the Customer for delivery to a specified fax number on the public switched telephone network (PSTN). Documo supports the submission of outbound faxes via SMTP, file transfer, or Web Services API.

Inbound Fax Service - Inbound service is a service whereby Documo receives a G3 fax and delivers said faxes in either TIFF or PDF format, as requested by Customer, using SMTP or encrypted SMTP (Transport Layer Security) to the e‐mail address(s) associated with a specific inbound fax number. Received faxes can alternatively be delivered via the Documo Web Services API or accessible via the Documo web interface.

mFax Service Levels

Website uptime - Documo’s goal is to make website and web application servers available no less than 99.5% of the time in any thirty (30) day period.

Fax Services
Inbound Service Levels. Faxes sent to a subscriber's dedicated DID (Direct Inward Dial) will be routed to the user's account within five (5) minutes of completion of transmission 99.5% of the time during any thirty (30) day period. Routing includes delivery by email, API services, or viewable in the Documo web interface. Documo shall provide fax tone on any Documo fax number 99.9% of the time (with respect to ported numbers: this is only applicable to numbers that have been confirmed as ported successfully onto a Documo-managed circuit).

Outbound Service Levels. Documo will provide delivery of fax documents to any fax G3 device on the PSTN or directly on Documo’s service. Documo will dial the intended recipient's fax number within five (5) minutes of receiving the document 99.5% of the time in any thirty (30) day period and within fifteen (15) minutes of receiving the document 99.8% of the time in any thirty (30) day period.

Core Fax Component uptime - Documo’s core fax services which include fax drivers, rendering engines, email gateway, API services and other core components necessary for the sending and receiving of fax transmissions will be available no less than 99.8% of the time in any thirty (30) day period.

Availability and Response Times

Service Hours - Documo has support available by phone, live chat, and email during the normal business hours of Monday through Friday, 9:00am to 5:00pm Pacific Standard Time, excluding nationally recognized holidays. During business hours, Documo will respond to support requests within one (1) hour. Outside of business hours, our support ticketing system is monitored 24 hours a day and our target response time is varied by level of severity.

Severity Level Definition and Response times outside of normal business hours

Severity 1 (2 hours) - errors that result in an emergency condition that causes critical impact to the end user’s schedule, causes a major serious security breach, or make the performance of core features impossible or impractical to complete.

Severity 2 (4 hours) - errors that significantly impact the end user’s schedule, cause a minor security breach or make the performance or core features difficult to execute without a temporary workaround or inconvenience.

Severity 3 (within 2 hours of the start of the next business day) - errors that are not production critical and system performance can be continued without difficulty or loss of data by easy circumvention or avoidance by the end-user.

Schedule II. mSign Terms and Conditions

Service Description

mSign is an electronic signature service which allows a user to display, deliver, acknowledge, store, and electronically sign documents. mSign Application Programming Interface (“mSign API”) allows a user to easily integrate or embed the mSign electronic signature solution into its application or workflow, creating a clean, and seamless online experience allowing users to complete legally-binding agreements or transactions.

Authentication

A person signing a document via mSign must either have a mSign account or have received a request for signature in their email account.

Audit Trails

Documents completed in mSign include an audit trail that contains information that helps track documents through its lifecycle. This information includes, but is not limited to, unique document ID generated by mSign, email addresses of the sender and recipient(s), IP addresses of the sender and recipient(s), and track events (such as date, time, and located when the following events occur - document uploaded, document viewed, document removed, document sent, document signed, decline to sign, signer email address updated, signer access code authenticated, signature request cancelled).

mSign API

To the extent that a user elects to use the mSign API to enable embedded features, the user is required to authenticate the identity of each signer/end user through email confirmation or such other means that Documo, Inc. may approve in its sole discretion. Each user is solely responsible and liable for such authentication and will indemnify, defend and hold Documo, Inc. harmless against any claim related to such authentication.

Signature Requests

A “Signature Request” is the transaction that takes place when a user initiates a new signature process and makes a corresponding call to the mSign APIs. For example, if a user calls “signature_request/send” to send out documents for signature, this will constitute one (1) Signature Request. Note that a single Signature Request can be used to gather signatures from multiple signers in cases where they are all involved in the same contract.

API Keys

In order to use the mSign APIs, a user must obtain unique API credentials (an “API Key”) via the registration process. A user is solely responsible for all activity associated with its API Key, regardless of whether it has knowledge of such activity. A user must not share its API Key with any third party, it must keep such API Key secure, and it must use it as its sole means of accessing the mSign API.

Suspension

Documo, Inc. may be required to limit or suspend use of the mSign APIs when such suspension or limited is necessary to prevent harm or liability to Documo, Inc. or its affiliates and customers, or to preserve the security, stability, availability or integrity of the Services.

Properties

Only websites, applications, or other properties (collectively, “Properties”) that have been approved by Doucmo, Inc. may access and use the mSign Service. Documo, Inc. reserves the right to reject any of the Properties, for any reason, in its sole discretion. Furthermore, each user must ensure that its Properties contain terms of service and privacy policies that are consistent with those of Documo.

API Restrictions

Users shall not, and shall not permit any third party to, directly or indirectly: (a) create an API client that functions substantially the same as the mSign APIs; (b) make any use of the mSign APIs for any purpose independent of the Properties; (c) misrepresent the source or ownership of the mSign APIs or remove, obscure, or alter any copyright, trademark or other proprietary rights notices, falsify or delete any author attributions, legal notices or other labels of the origin or source of the mSign APIs; or (d) interfere with or disrupt the mSign APIs or the servers or networks providing the mSign APIs or Services.

Customer Applications

Users may use the mSign APIs to develop applications and/or embedded signing experiences for use by the user or its clients (collectively “Customer Applications”). Each user shall be solely responsible for the Customer Applications and shall ensure it has: (a) provided its customers, clients, and end users with the applicable terms (including privacy terms) that authorize Documo, Inc. to provide the mSign services hereunder, and (b) the proper authority and/or authorization to share user or signer information (including personally identifiable information) with Documo, Inc..

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