Terms of Service

1. These terms

eFile-CDM (the "Service") is provided by Pasadena Consulting Group LLC, doing business as Electronic Filing Systems ("eFile", "we", "us"). These terms are an agreement between eFile and the agency or organization that subscribes to the Service (the "Customer"). They also apply to everyone the Customer allows to use the Service ("Users").

If the Customer has signed an agreement with us for the Service, such as a contract, order form or purchase agreement, that agreement controls wherever it differs from these terms. Where the law that applies to a public agency requires a different term, that law controls.

By using the Service, you agree to these terms. If you accept them for an agency, you confirm you have authority to do so. Using this website is also subject to sections 11 to 13 and 17.

2. Accounts

• The Customer's administrators create User accounts and decide what each User can access.
• Accounts are for one person. Don't share your sign-in, and keep your password secret.
• Tell your administrator or us right away if you suspect someone else has used your account.
• The Customer is responsible for what its Users do in the Service, and for removing access when a User no longer needs it.

3. Your agency's data

"Customer Data" means all data the Customer and its Users create in or upload to the Service, including case records, documents, emails, notes and metadata.

• Ownership. Customer Data is the Customer's property. We claim no ownership of it.
• Our use. We use Customer Data only to provide, secure and support the Service. For example, we extract text so documents can be searched, and show records to the Users entitled to see them. We do not sell Customer Data, use it for advertising, or use it to train AI models.
• Retention. We do not delete or destroy Customer Data except:
  • at the Customer's direction;
  • through actions the Customer's authorized Users take in the Service;
  • as section 10 provides when the agreement ends.
• Location. Customer Data is stored and processed only in Amazon Web Services data centers in the United States.
• Backups. We keep regular backups of Customer Data in two geographically separate AWS regions in the United States.
• Privacy. Our Privacy Policy explains how we handle Customer Data and other information.
• The Customer's responsibilities. The Customer is responsible for:
  • having the right to put its Customer Data into the Service;
  • the accuracy of its Customer Data;
  • its own legal duties, such as records retention and responding to public records requests.
  The Service helps by recording a retention schedule for each case. The Customer decides how its records are kept and disposed of.

4. Microsoft 365 email

• Optional. The Service can connect to Microsoft 365 so Users can read their mail, file emails to cases and send email. The Customer chooses whether to turn this on, and the Customer's Microsoft administrator may have to approve the Service first.
• Microsoft's terms apply too. The Customer's agreement with Microsoft governs its use of Microsoft 365. We are not responsible for Microsoft's services, their availability, or changes Microsoft makes to them.
• We act on your instructions. The Service reads, files, moves, drafts and sends email only when a User asks it to. A User is responsible for the email they send through the Service.
• Private mailboxes. A linked mailbox can be opened in the Service only by its owner. An email becomes Customer Data, visible to others with access to the case, once a User files it to a case.
• Unlinking. A User can unlink a mailbox at any time. Unlinking does not remove emails already filed to cases.

5. Acceptable use

Users must not:

• use the Service unlawfully, or to store or send content they have no right to;
• send spam, bulk unsolicited email or malware through the Service;
• try to reach data or accounts they are not authorized to use, or get around the Service's access controls, recusals or limits;
• probe, scan or test the Service's security without our written permission;
• disrupt or overload the Service;
• copy, resell or reverse engineer the Service, except as the law expressly allows.

We may limit or suspend access that breaks these rules (section 10).

6. The Service and support

• Availability. We work to keep the Service available at all times. Service levels, if any, are set in the Customer's signed agreement.
• Planned maintenance. We announce planned maintenance at least two business days before it happens.
• Support. We support the Customer's administrators by email and phone during business hours, unless the signed agreement says otherwise.
• Changes. We improve the Service over time. We won't materially reduce its core features during a paid term without the Customer's agreement.

7. Fees

Fees, invoicing and payment terms are set in the Customer's order or signed agreement.

8. Confidentiality and public records

• Customer Data is confidential. We treat all Customer Data as confidential. We understand it may include privileged attorney-client communications, material from investigations that have not been made public, and personal information. We do not disclose Customer Data to anyone except as these terms permit or the law requires.
• Our staff. Our personnel access Customer Data only as needed to provide, support or secure the Service, and each such access is recorded in the Service's audit log.
• Other confidential information. Each party will protect the other's confidential information and use it only for the purposes of this agreement. This does not cover information that is public, already known to the receiving party, or developed independently.
• Requests for Customer Data. If we receive a subpoena, public records request or other legal demand for Customer Data, we will promptly notify the Customer, unless the law forbids it, and direct the requester to the Customer. The Customer is responsible for responding to public records requests.
• Public records laws. Public agencies may have to disclose records under public records laws. Such a disclosure is not a breach of these terms.

9. Security

• Safeguards. We maintain administrative, technical and physical safeguards for Customer Data, as described in our Privacy Policy. Customer Data is encrypted in transit and at rest.
• Independent audit. We maintain an AICPA SOC 2 Type II audit of our controls.
• Malicious code. We keep the Service free of malware and other malicious code, and uploaded files are scanned for it.
• Security incidents. If we discover or reasonably suspect malicious code in the Service or unauthorized access to Customer Data, we will notify the Customer without undue delay and as the law requires. We will investigate, contain and fix the problem.

10. Term, suspension and termination

• Term. The Customer's subscription runs for the term in its order or signed agreement.
• Suspension. We may suspend a User's or the Customer's access if:
  • it is needed to stop a security threat or a serious breach of these terms;
  • the law requires it.
  We will give notice where we can, and restore access once the problem is solved.
• Termination for breach. Either party may end the agreement if the other materially breaches it and doesn't fix the breach within 30 days of written notice.
• Termination for misconduct. The Customer may end the agreement immediately, by written notice, if we or our personnel or subcontractors, in connection with the Service:
  • commit fraud or willful misconduct;
  • disclose or misuse Customer Data in breach of section 8.
• Non-payment. We may end the agreement if undisputed fees remain unpaid 60 days after our written notice of non-payment.
• The Customer's data at the end. When the agreement ends, we provide a complete copy of the Customer Data:
  • the database, as a PostgreSQL dump or as CSV files per table with full relational data;
  • documents and emails in their original file formats, named by document ID, with CSV metadata.
  After the Customer confirms it has received the copy, we delete the Customer Data from our systems and backups and certify the deletion in writing. We don't delete it if the Customer has told us of a legal hold. The signed agreement sets the timing.

11. Intellectual property

• We own the Service, including all its modules and their source code, and this website, and all rights in them. These terms give the Customer and its Users the right to use the Service during the subscription, and no other rights.
• If you send us ideas or feedback, we may use them without any obligation to you.

12. Warranties and disclaimers

We warrant that:

• the Service will perform materially as we describe it;
• we own, or have the rights to use, the software and technology needed to provide the Service, without violating anyone else's rights.

If the Service doesn't perform as described, the Customer should tell us in writing. If we don't fix it within 30 days, the Customer may end the agreement under section 10.

Except as stated in these terms or the Customer's signed agreement, the Service and this website are provided "as is". To the extent the law allows, we disclaim all other warranties, including implied warranties of merchantability, fitness for a particular purpose and non-infringement.

13. Limitation of liability

To the extent the law allows, our total liability for direct damages under these terms, whether in contract, tort or otherwise, is limited to the fees the Customer paid us in the 12 months before the event that gave rise to the claim. We are not liable for indirect, incidental, special or consequential damages, even if we were told they were possible.

Where the Customer's signed agreement requires us to carry insurance, our liability for a risk that insurance covers is not less than the insurance available for it.

14. Indemnification

Subject to section 13, we will defend, indemnify and hold harmless the Customer, its employees and its Users against claims, losses, costs and expenses, including reasonable attorney's fees, arising from the negligent, reckless or wrongful acts or omissions of eFile, our agents or our subcontractors in providing the Service.

15. Insurance

While a subscription is active, we maintain commercial general liability, professional liability (errors and omissions), cyber liability (network security and privacy) and workers' compensation insurance. The Customer's signed agreement may set the coverage amounts.

16. Use of names and marks

• The Customer allows us to list its name among our customers, including on our website, unless it tells us otherwise.
• Otherwise, we will not use the Customer's names, logos, seals or other marks without its written consent, and we will not suggest that the Customer has approved or endorsed our services.
• Logos and seals displayed in the Customer's own eFile-CDM site at its direction are not such a use.

17. Governing law

These terms are governed by the laws of the State of California, and the parties submit to the jurisdiction of its courts. If the Customer is a public agency whose law requires a different governing law or venue, that law controls.

18. Changes to these terms

We may update these terms. We will post the new version here with a new effective date. If a change is significant, we will tell the Customer's administrators at least 30 days before it takes effect. Changes do not alter a signed agreement unless both parties agree in writing.

19. General

• Entire agreement. These terms, any order and any signed agreement make up the whole agreement between the parties about the Service.
• Assignment. Neither party may transfer this agreement without the other's consent. Either party may transfer it in a merger or sale of its business, with notice.
• Events beyond control. Neither party is responsible for delays caused by events beyond its reasonable control.
• Severability and waiver. If any part of these terms can't be enforced, the rest still applies. Not enforcing a term is not a waiver of it.
• Notices. Notices to us go to the address below. Notices to the Customer go to its administrators or its contact in the signed agreement.
• Independent parties. The parties are independent contractors.

20. Contact us

Pasadena Consulting Group LLC dba Electronic Filing Systems
1879 E Woodlyn Rd
Pasadena, California
info@efile.systems · 626-240-5169