This agreement is between Cloud Worldwide Services S.L. (“we” or “CWS”), a company with its HQ located in Joaquin Turina 2, 28224 Pozuelo de Alarcón, Madrid, Spain, and you (“you” or “Customer”) as a registered or free user of CWS services. (Referred here as “eComFax Services” or “CWS Services”).
This agreement, together with any rules, policies, price schedules, or other supplemental documents expressly incorporated herein by reference, and published from time to time by CWS, constitutes the entire agreement between CWS and you regarding eComFax services, and supersedes all prior agreements between the parties regarding the subject matter of this Agreement.
Subject to these Terms, we and our licensors grant to you a limited, personal, non-exclusive, non-transferable license to use our Services for your personal use and not for resale or further distribution. Your right to use our Services is limited by all terms and conditions set forth in these Terms. Except for your pre-existing rights and this license granted to you, we and our licensors retain all right, title and interest in and to our Services, including all related intellectual property rights. Our Services and those of our licensors are protected by applicable intellectual property laws, including United States copyright law and international treaties. Except as otherwise explicitly provided in these Terms or as may be expressly permitted by applicable law, you will not, and will not permit or authorize any third party to: (i) reproduce, modify, translate, enhance, decompile, disassemble, reverse engineer or create derivative works of any of our Services; (ii) rent, lease or sublicense access to any of our Services; or (iii) circumvent or disable any security or technological features or measures of our Services. Any rights not expressly granted herein are reserved by us.
CWS offers Virtual Fax and Advanced Messaging services through their business partners, its licensors and service providers. The services are:
eComFax Fax Services
This service allows the client to send/receive faxes initiated from an email client application, from the eComFax website or from an application which communicates with the eComFax servers through a eComFax-supplied interface. The service is subscription-based AND usage-based.
eComFax Advanced Messaging
This service allows the client to send SMSs and other ways of advanced messaging initiated from an email client application, from the eComFax website or from an application which communicates with the eComFax servers through a eComFax-supplied interface. The service is subscription-based AND usage-based. Outbound SMSs are restricted to be used by our customers or their subscribers for sending person-to-person traffic only. The message must be initiated by human interaction. This service cannot be used for sending bulk notifications or other marketing campaigns which fall outside of the scope of CTIA guidelines.
Official Service rates shall be advertised on the marketplace website of our licensors or service providers.
CWS highly respects the privacy of its customers and therefore endorses policies that assure the information entrusted to it remains confidential. Personal information from the End Users, such as names, addresses, telephone and fax numbers and email addresses used solely for the purpose of providing services and information to our customers and will not be sold, provided or transferred to third parties.
CWS will provide End Users personal information the higher level of protection by adopting security best practices that include the security mechanisms to assure End Users information and data in transit remains protected at all times.
CWS does not monitor, edit, or disclose the contents of incoming and outgoing customer messages or fax distribution lists, unless required to do so by law.
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 Services as well as for use of your account by others.
You are fully responsible for the contents of your transmissions through the Services. CWS-eComFax acts as a passive conduit for you to send and receive information of your own choosing.
You agree: (1) not to use the Services for illegal purposes; (2) not to interfere with or disrupt networks connected to the Services; (3) to comply with all regulations, policies and procedures of networks connected to the Services; (4) not to use the 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 Services any unlawful, harassing, libelous, abusive, threatening, harmful, obscene or otherwise objectionable material of any kind or nature. CWS reserves the right to take any action with respect to the Services that CWS deems necessary or appropriate in its sole discretion if CWS believes that: (1) You or your information compromises or disrupts the Service for you or other Customers; or (2) Your use of the service contradicts any applicable local, national, or international laws and regulations. You must: (1) maintain any security of your Customer identification, and other confidential information relating to your eComFax account and (2) be responsible for all charges resulting from use of your eComFax account, including unauthorized use prior to your notifying CWS of such use and taking steps to prevent its further occurrence.
You will not share your password or PIN, (or in the case of developers, your secret key), let anyone else access your account, or do anything else that might jeopardize the security of your account. We reserve the right to remove any Content from our Site and/or Services, and/or disclose Content or other information relating to your use of the Services (1) if required to do so by law or in the good faith belief that such action is necessary to conform to the edicts of the law or comply with legal process served on us or this web site; (2) to protect and defend the rights or property of CWS; or (3) to act in urgent circumstances to protect the security or safety of any users of the Services or Site, or the public.
Modifications to Services
CWS reserves the right to modify or discontinue any of the Services with or without notice to you. CWS shall not be liable to you or any third party should CWS exercise its right to modify or discontinue the Services.
Member Account, PIN, and Security
As part of the registration process, you will be required to provide an email address (username) and select a password. You may change your password or PIN and set a password to protect your faxes after logging in to the eComFax website. You are entirely responsible for any failure to maintain the confidentiality of your username, PIN and password. Furthermore, you are entirely responsible for any and all activities that occur under your account. You agree to immediately notify CWS of any unauthorized use of your account or any other breach of security known to you.
Either you or CWS may terminate your eComFax account at any time, with or without cause, upon notice. Any such notice by you to CWS must be in accordance with CWS’s verification procedures, as such procedures may be established and changed by CWS from time to time at its sole discretion, and which may include the requirement that you contact CWS by phone to confirm that any such notice was in fact sent by you. CWS also reserves the right to terminate or suspend your eComFax account without prior notice, provided that CWS will attempt to confirm such termination or suspension by subsequent notice.
Modifications to Customer Agreement
CWS may amend this Agreement at any time by (a) posting a revised Customer Agreement on the eComFax Website, and/or (b) sending information regarding the amendment to the email address you provide to CWS. You are responsible for regularly reviewing the eComFax website to obtain timely notice of such amendments. You shall be deemed to have accepted such amendments by continuing to use eComFax 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 CWS.
Disclaimer of Warranties and Limitation of Liability
A. eComFax and all other CWS software and services are provided “as is,” and neither CWS 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. CWS does not warrant that access to or use of services will be uninterrupted or error-free, or that CWS software or services will meet any particular criteria of performance or quality. CWS and each of its licensors and service providers expressly disclaim all implied warranties, including without limitation, warranties of merchantability, title, fitness for a particular purpose, non-infringement, compatibility, security or accuracy.
B. Your use of eComFax and all other CWS software and 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 (including CWS software) obtained either directly or indirectly from CWS. You agree that neither CWS 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 eComFax or any other CWS software or services, and you hereby waive any claims with respect thereto, whether based on contractual, tort or other grounds, even if CWS or any such licensor or service provider has been advised of the possibility of damages.
The entire liability of CWS and its licensors and service providers and your exclusive remedy with respect to the use of Services or any breach of this agreement are limited to the amount actually paid by you for services and with the limitations set of by our SLA agreement description. You hereby release CWS and each of its licensors and service providers from any and all obligations, liabilities and claims in excess of this limitation. CWS shall not be held responsible in any way or by any means, either directly or indirectly, for any communications difficulties outside of CWS’s control which would lead to the interruption of data delivery.
You will indemnify and hold us, our suppliers and licensors, and our respective subsidiaries, affiliates, officers, agents, employees, representatives, and assigns harmless from any costs, damages, expenses, and liability caused by your use of the Services and Service Content, your violation of these Terms, or your violation of any rights of a third party through use of the Services or Service Content.
You agree to pay all charges for your use of eComFax Services at the prices set in the marketplace of our licensors or service providers. All charges will be exclusive of value added (“VAT”), sales or other taxes, except as required by law. CWS reserves the right to change prices or institute new charges for access to or use of eComFax. All changes will be posted by CWS, its licensors or service providers at the eComFax Website and you are responsible for regularly reviewing such pricing information to obtain timely notice of such changes. Continued use of eComFax Services or non-termination of your eComFax account after changes are posted constitutes your acceptance of the prices as modified by the posted changes.
Certain portions of the Service or the Service as a whole may require a prepaid fee (“credits”), which may be modified from time to time in CWS’s sole discretion. The Prepaid Fee, and all taxes and other fees related thereto will be paid by you in advance. Payment of your eComFax account balance is due monthly and must be made by the payment method designated by you for eComFax use and transactions. Charges are to be paid on a monthly basis in the currency in which billed. Each time you use eComFax Services, or allow or cause eComFax Services to be used, you agree and reaffirm that CWS is authorized to charge your designated account. To view your current account balance, along with billing details and any accumulated charges, please look for “credit information” after logging in to the eComfax Website.
Your activation fee and monthly service fees are payable in advance and are COMPLETELY NON-REFUNDABLE. You agree that CWS may submit charges for your monthly service fee each month, without further authorization from you, until you provide prior notice (in accordance with CWS’s verification procedures, as may be established by CWS from time to time at its sole discretion) that you have terminated this authorization or wish to change your designated payment method. Such notice will not affect charges submitted before CWS reasonably could act on your notice. If you have any question regarding any charges that have been applied to your account, you must contact CWS’s Customer Service Department (or its licensors or service providers) within 30 days of the charge date. Failure to use your account will not be deemed a basis for refusing to pay any charges submitted by CWS in accordance with this Agreement. If you subscribed for eComFax 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 account, without further authorization from you, upon the expiration of such free trial period, unless you provide prior notice (in accordance with CWS’s verification procedures, as may be established by CWS from time to time in its sole discretion) that you have terminated this authorization. Such notice will not affect charges submitted before CWS reasonably could act on your notice.
If you subscribed to eComFax, 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 account.
For all eComFax Customers, additional charges for outbound fax service and/or other usage-based services as eComFax may introduce from time to time are payable in advance by pre-payment of a fixed amount in the form of “credits”, as set from time to time by CWS. This pre-payment will be due immediately upon order of the service. Your pre-payment will thereafter be depleted based upon your use of fax service and/or other usage-based charges, according to standard eComFax messaging rates for these eComFax Services. Your pre-payment (credits) will expire if unused for 12 months from the date of purchase. Thereafter, each time your deposit is depleted to an amount determined by you through the online account administration interface, either (1) another fixed amount (auto-refill) determined by you will be immediately charged to your account, without further authorization from you; or (2) your use of outbound service or advanced messaging 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 eComFax, please be advised that CWS its licensors or service providers will bill you for each attempt made by CWS 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 this service are charged to the client at the rates applicable to the destination. Outbound rates listed on the Prices page of the eComFax website are quoted per page, the duration of which is not longer than 60 seconds. If the duration of sending a page exceeds 60 seconds, eComFax may charge a page fee for every additional fraction or block of 60 seconds or less. Ie a fax page that last 170 seconds will be charged as 3 pages.
CWS reserves the right to suspend or terminate your CWS account without notice upon rejection of payment or if your card issuer (or its agent or affiliate) seeks return of payments previously made to CWS when CWS believes you are liable for the charge. Such rights are in addition to and not in lieu of any other legal rights or remedies available to CWS.CWS does not limit the amount of communications which can be sent through the outbound service, however CWS reserves the right to block unreasonable or disproportionately large batches of communications as determined by CWS if unauthorised use is suspected.
A. You understand and agree that you are not the owner of any eComFax number assigned to you by CWS. Ownership of any such eComFax number is vested solely in eComFax (which will assign such number to you for your use during the term of this agreement). You understand and agree that following the termination of your eComFax account for any reason, such eComFax number may be re-assigned immediately to another customer, and you agree that CWS will not be liable for damages (including consequential or special damages) arising out of any such re-assignment, and you hereby waive any claims with respect to any such re-assignment, whether based on contractual, tort or other grounds, even if CWS has been advised of the possibility of damages.
B. You further understand and agree that CWS may from time to time need to change the eComFax number assigned to you. You agree that CWS will not be liable for damages (including consequential or special damages) arising out of any such change in the CWS number assigned to you, and you hereby waive any claims with respect to any such change, whether based on contractual, tort or other grounds, even if CWS has been advised of the possibility of damages.
C. CWS at its sole discretion, will allow in some specific customers, the ability to port out eComFax numbers, especially when those numbers where originally provided by the customer. A onetime / port out fee per number may apply.
You agree to indemnify CWS and each of its 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 your eComFax 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.
This agreement and your use of eComFax Services is subject to the laws of the State of New York. 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. CWS’s failure to act with respect to a breach by you or others does not waive CWS’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. CWS shall not be liable for any delay or failure to perform resulting directly or indirectly from any causes beyond CWS’s reasonable control. CWS cannot be held responsible for any loss, damage or injury caused by or attributed to the service. It cannot accept any responsibility for loss of earnings, hardship or any other financial claim for damages through the use of the service
Notices & Consent
Notices given by CWS to you will be given by email or by a general posting on the CWS or eComFax website, or by postal delivery. In any matter requiring CWS’s prior consent, such consent will be considered given only if made in the foregoing manner by an authorized representative of CWS. Notices given by you to CWS must be given by email or by postal delivery. Notices to CWS by postal delivery must be sent to Cloud Worldwide Services, 350 Fifth Avenue, 59 Floor. New York City, NY 10118, USA.