Skax Service Agreement

Notice to User (“You”)

This is a contract. By installing, copying, or otherwise using the Software, or accessing or using the Services, You agree to be bound by all of the terms and conditions of this Agreement.

1. Definitions. All capitalized terms defined in this Agreement have the meanings set forth herein.

"Content" means all data, text, images, sounds, computer programs, and any other information, including without limitation everything that is uploaded by or for You in connection with your use of the Services including without limitation photographs, caricatures, illustrations, designs, icons, articles, audio clips, trademarks, logos, and video clips.

“Payment Instructions” means Skax’ pricing and payment instructions, if any, for the Services accompanying and made part of this Agreement.

"Services" means the Skax online facsimile services acquired by You which are offered through, but not limited to, the Software.

"Software" means the software and all associated documentation and other materials provided to You by Skax for accessing the Services.

2. Software License. Subject to your compliance with the terms and conditions of this Agreement, Skax hereby grants You a non-exclusive nontransferable license (i) to install the Software (in object code and executable code format only), and (ii) to use such Software (as installed) solely for the purpose of accessing and using the Services.

3. Access to Services; Suspension and Cancellation. Subject to your compliance with this Agreement, Skax grants You a non-exclusive, revocable right to access and use the Services during the term hereof. Skax reserves the right to suspend or discontinue without notice all or a part of the Services (or otherwise terminate this Agreement) at any time if Skax reasonably believes that You are in breach of this Agreement or may harm Skax or anyone else. Upon any cancellation of this Agreement, your access and other rights to the Services will be cancelled and cease. You are prohibited from reselling or acting as a service bureau for the Services or any component thereof.

4. Ownership of Software, Services, and Marks. The Software and Services are licensed, not sold, solely for use under the terms of this Agreement. Except as specifically set forth herein, Skax retains all right, title, and interest, including all intellectual property rights, relating to or embodied in the Software and Services, including without limitation all technology, software, and copies relating to the Software and Services. All graphics, logos, service marks, and trade names, including third-party names, product names, and brand names (collectively, the "Marks") relating to the Software and Services are the trademarks of Skax or the owners thereof. You are prohibited from using any Marks without the prior written permission of Skax or the owners thereof. Skax reserves all rights not expressly granted in this Agreement.

5. Restrictions. You agree not to reverse engineer, decompile, disassemble, translate, or attempt to learn the source code of the Software or Services. Unless expressly set forth herein, You may not use, copy, modify, create derivative works of, distribute, sell, assign, pledge, sublicense, lease, loan, rent, timeshare, deliver, or otherwise transfer, directly or indirectly, the Software (in whole or in part) or any rights in the Services. You may not remove from the Software or Services, or alter or add, any Marks or copyright notices or other proprietary rights markings.

6. Scheduled Downtime; No Training or Technical Support. The regularly scheduled maintenance for the Services will happen from time to time. During those times the Services are not available for use. Skax has no obligation under the terms of this Agreement to provide support or maintenance services in connection with the Software or Services.

7. Payment (if applicable). Payment, if any, for the Services and Software shall be made in accordance with the Payment Instructions. If payment is not so made, the Services may be deferred, suspended, or cancelled by Skax without notice and Skax may generate invoices for payment. All prices are given and must be paid in U.S. dollars. All prices exclude applicable taxes, duties, and similar charges, which will be charged to and paid for by You. You agree to pay all amounts due under this Agreement and to be responsible for all activity in your account for the Services, including payment of fees incurred at the direction of any user(s).

8. Term and Termination. The Agreement will be effective as of the date of Your acceptance and will remain effective until the earlier of the termination date, if any, provided in the Payment Instructions or as provided in this Section. You or Skax may terminate this Agreement at any time without cause upon electronic or other notice to the other party. Upon termination of the Agreement for any reason all licenses and rights to use the Services and the Software shall terminate and You will cease any and all use thereof. Unless, and only to the extent, otherwise stated in the Payment Instructions, You will not be entitled to any refund of any fees paid hereunder upon termination.

9. Updates; Applicable Terms and Authorization for Auto Updates. Skax may, in its sole discretion, provide, and this Agreement applies to, all updates, supplements, add-on components, features, or other functionality or messages related thereto, including without limitation alterations of functionality, features, storage, security, availability, content, and other information relating to the Software or Services (collectively, "Updates") that Skax may provide or make available generally to its customers after the date that Services commence, subject to any additional terms and conditions provided by Skax applicable to such Updates. You hereby authorize Skax to, and agree that Skax may, in accordance with Skax's standard operating procedures, automatically and in good faith transmit, access, install, and otherwise provide Updates to the Software upon your access to the Service or Software without further notice or need for consent. Skax has no obligation to, and nothing in this Agreement may be construed to require Skax to, create, provide, or install Updates.

10. You Retain Ownership of Content. Skax does not claim ownership of any Content. You hereby grant to Skax a nonexclusive, worldwide, royalty-free, fully-paid, transferable license to host, cache, record, copy, and display Content solely for the purpose of providing the Services. Except as licensed in this Agreement, as between You and Skax, You retain all right, title, and interest in and to the Content.

11. Limited Purpose Access to Content. You acknowledge that the Services are provided by automated means (e.g., uploading Content via the applicable software tools) and that Skax personnel will not access, view, or listen to any Content, except as necessary to perform the Services, including but not limited to the following: (i) if during a Services interruption as necessary to restore the applicable Content at Your request; (ii) if You have requested that Skax access and use the Content as part of the Services; or (iii) as deemed necessary or advisable by Skax in good faith to conform to legal requirements or comply with legal process.

13. Representations and Warranties About Content. You represent and warrant that You: (i) are the owner or authorized licensee of any and all Content; and (ii) will not publish, fax, post, upload, transmit, or otherwise distribute or transmit Content that: (a) infringes or would infringe any copyright, patent, trademark, trade secret, or other proprietary right of any party, or any rights of publicity or privacy of any party; (b) violates any law, statute, ordinance, or regulation (including without limitation the laws and regulations governing export control, unfair competition, anti-discrimination, or false advertising); (c) is inappropriate, profane, defamatory, libelous, obscene, indecent, threatening, harassing, or otherwise unlawful; (d) is harmful to minors or otherwise pornographic; (e) contains any viruses, Trojan horses, worms, time bombs, cancelbots, corrupted files, or any other similar software, data, or programs that may damage, detrimentally interfere with, surreptitiously intercept, or expropriate any system, data, personal information, or property of another; or (f) is materially false, misleading, or inaccurate.

14. Confidentiality. You agree to hold in strictest confidence and not to use or disclose to any third party, any information designated by Skax as confidential or proprietary or which by the nature of such information would reasonably be considered confidential or proprietary, including without limitation passwords or access keys to the Services. You agree that all use of passwords and access keys to the Services will be attributed to You, even if You did not actually authorize the use, including uses that incur additional fees.

15. Compliance with Applicable Law. You agree (i) not to use the Software or Services for any illegal purposes and (ii) to comply with all applicable local, state, national, and international laws and regulations, including without limitation laws relating to recording conversations, privacy, and data protection and public displays or performances.

16. Use Restrictions. You acknowledge and agree to use the Services solely for lawful purposes. In addition, You agree not to:

(i) interfere with any other party's use and enjoyment of the Services, intercept or monitor any communication which is not intended for You or otherwise use the Services in any manner that could damage, disable, overburden, impair, or otherwise interfere with or disrupt the Services or any networks connected to the Services;

(ii) attempt to gain unauthorized access to the Services, other accounts, computer systems, or networks connected to the Services, through password mining or any other means;

(iii) rent, lease, grant a security interest in, resell or otherwise transfer any rights to use the Services under this Agreement;

(iv) upload files that contain viruses, Trojan horses, worms, time bombs, cancelbots, corrupted files, or any other similar information that may damage the operation of another's computer or property or information.

(v) fax items in the way of spam – unsolicited mass faxes – that may disrupt the operations of some individual or corporate entity, or cause them any inconvenience.

17. Indemnity. You agree to defend, indemnify, and hold harmless Skax from and against any and all claims, liabilities, damages, and/or costs (including, but not limited to, fees, costs and other expenses of attorneys and expert witnesses) arising out of or related to your use of the Software or Services (including without limitation, any person accessing the Services using your password or access key), any violation of this Agreement or applicable law by You, any actual or alleged infringement or violation by You or any person accessing the Services using your password or access key of any intellectual property or privacy or other right of any person or entity, or any negligent or intentional act or omission by You.

18. DISCLAIMER OF WARRANTIES. ALL SOFTWARE AND SERVICES ARE PROVIDED "AS IS" AND "WITH ALL FAULTS" AND WITHOUT ANY WARRANTY OF ANY KIND. SKAX HEREBY DISCLAIMS ALL WARRANTIES, CONDITIONS, AND DUTIES OF ANY KIND (IF ANY), EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION, ANY OF MERCHANTABILITY, OF FITNESS FOR ANY PARTICULAR PURPOSE, OF SYSTEM INTEGRATION OR COMPATIBILITY. THE FOREGOING DISCLAIMERS INCLUDE, WITHOUT LIMITATION, ANY WARRANTY, DUTY, OR CONDITION THAT: THE SOFTWARE OR SERVICES WILL BE UNINTERRUPTED, RELIABLE, AVAILABLE AT ANY PARTICULAR TIME, SECURE, ERROR-FREE, OR VIRUS-FREE.

19. NO SKAX LIABILITY FOR CONTENT. YOU AGREE THAT SKAX WILL NOT BE LIABLE FOR: ANY CONTENT SENT USING AND/OR INCLUDED IN THE SERVICES, INCLUDING WITHOUT LIMITATION ANY THREATENING, DEFAMATORY, OBSCENE, OFFENSIVE, OR ILLEGAL CONTENT; THE CONDUCT OF ANYONE; OR ANY INFRINGEMENT OF ANOTHER'S RIGHTS, INCLUDING PRIVACY, INTELLECTUAL PROPERTY, OR DATA PROTECTION RIGHTS.

20. EXCLUSION OF CERTAIN DAMAGES. IN NO EVENT WILL SKAX BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION LOSS OF INCOME, BUSINESS OR DATA EVEN IF SKAX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

21. LIMITATION ON LIABILITY. YOU AGREE THAT IN NO EVENT SHALL THE LIABILITY OF SKAX FOR ANY CAUSE OF ACTION OR CLAIM RELATED TO THIS AGREEMENT OR THE SOFTWARE OR SERVICES, WHETHER ARISING IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EXCEED THE ACTUAL PAYMENTS MADE OR OWED PURSUANT TO THIS AGREEMENT OR ONE DOLLAR ($1).

22. Governing Law; Exclusive Forum. This Agreement and all causes of action related to the Software or Services will be governed by and construed in accordance with the laws of the state of Pennsylvania and the state of Delaware, USA, without giving effect to the conflict-of-laws principles thereof that would require application of the laws of a different state or jurisdiction. The application of the United Nations Convention on the International Sale of Goods is hereby expressly excluded. You consent to exclusive jurisdiction and venue in the state or federal courts sitting in Pennsylvania or Delaware. You waive all defenses of lack of personal jurisdiction and forum non conveniens. You agree that any claim or cause of action arising out of or related to this Agreement must be commenced by You within one (1) year after the cause of action arose.

23. Miscellaneous. If any part of this Agreement is determined to be invalid or unenforceable, then such invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the Agreement will continue in effect. If any provision(s) is found to be contrary to law, then such provision(s) will be construed, as nearly as possible, to reflect the intentions of the parties with the other provisions remaining in full force and effect. Skax's failure to exercise or enforce any right or provision of this Agreement will not constitute a waiver of such right or provision unless agreed to by Skax in a writing signed by a duly authorized officer of Skax. Skax reserves the right to modify this Agreement at any time by providing such revised Agreement to You. Your continued use of the Software or Services shall constitute your acceptance to be bound by the terms and conditions of the revised Agreement.

24. Force Majeure. Skax will not be liable for non-performance or delay in performance caused by any event reasonably beyond the control of such party including, but not limited to wars, hostilities, revolutions, riots, civil commotion, national emergency, epidemics, fire, flood, earthquake, force of nature, explosion, embargo, or any act of God.

25. Export Restrictions. You agree not to export or re-export the Software or Services in any form in violation of the export laws of the United States or any foreign jurisdiction. You will defend, indemnify, and hold the Affiliated Entities harmless from and against any violation of such laws or regulations.

26. Entire Agreement. The Agreement (including any accompanying Skax payment instructions) constitutes the entire agreement between Skax and You with respect to the Software and Services and supersedes all other (prior or contemporaneous) communications and proposals, whether electronic, oral, or non-electronic, between Skax and You regarding them. You agree that any terms or conditions contained in any document, including but not limited to a purchase order, acknowledgement, email, or other document that You may now or later provide to Skax, will have no effect and that this Agreement is the only contract between Skax and You regarding the Software and Services and may only be amended as set forth herein.

YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS OF SERVICE AND UNDERSTAND THE RIGHTS, OBLIGATIONS, TERMS AND CONDITIONS SET FORTH HEREIN. BY CONTINUING TO USE THE SERVICES, YOU EXPRESSLY CONSENT TO BE BOUND BY ITS TERMS AND CONDITIONS.