This Agreement ("Agreement") is between the individual or legal
entity ("Customer") using, purchasing and/or opening an account for
Services and The Conference Group which invoices Customer for the
Services. Please read this Agreement carefully before installing,
accessing, and/or otherwise using Services. By installing,
accessing, and/or otherwise using Services, Customer agrees to be
bound by this Agreement. Please maintain a copy for Customer's
records. If Customer does not agree with the terms of this
Agreement, do not utilize the Services.
Services Description
This Agreement governs the purchase and use of audio, video and
web conferencing services and related products and services of The
Conference Group ("The Conference Group Services") and its third
party suppliers ("Third Party Services") (The Conference Group
Services and Third Party Services are referred to collectively as
the "Services"). The Conference Group may alter, expand, or reduce
the features of the Services from time to time without notice to
Customer. Customer agrees that The Conference Group's obligation to
provide Services is conditioned upon Customer providing all
information and assistance reasonably required to perform the
Services and Customer hereby agrees to timely provide all such
information and assistance. If provided, The Conference Group
reserves the right to reclaim any dial-in numbers. Customer
acknowledges that not all Services can be guaranteed from all
locations including, but not limited to landlines, mobile
telephones, pay phones or satellite phones due to various
in-country, carrier or other restrictions. For the purpose of this
Agreement, the term contract ("Contract") refers to any
Subscription Service Agreements or Service Agreements provided by
The Conference Group.
1. Term
The Term of this Agreement ("Term") shall remain in effect until
terminated in accordance with the provisions of this Agreement.
1a. Termination of the Agreement
Either Customer or the Conference Group may terminate this
Agreement at any time for convenience upon notice to the other
party. Termination of said Agreement in no way supersedes Terms
agreed upon within a Contract between Customer and The Conference
Group. The termination of any Contract shall not otherwise effect
the Term of this Agreement or any other Contract.
This Agreement may be terminated by the non breaching party upon
a material breach by the other party of a material provision of
this Agreement and such breach is not cured within thirty (30) days
after notice or within ten (10) days after notice if the breach is
a payment breach. Customer shall pay for: (a) all Services rendered
up to the date of termination; and (b) any minimum shortfall or
future amounts due under this Agreement.
1b. Effect of Termination
All terminations by Customer require a minimum of two (2)
business days to process, following the Conference Group's receipt
of proper termination notice from Customer. Once accepted,
depending on service selected and the date termination notice
becomes effective, the termination will become effective either (a)
the last business day of the calendar month, or (b) within two (2)
business days of termination notice. In the event that Customer
terminates this Agreement or if the Conference Group terminates for
any reason provided in Section 1a above, Customer remains
responsible for any and all fees and charges due and incurred for
the month during which the termination occurs and will not be
entitled to any partial month credits or refunds of any
kind.
2. Payments, Rates, Charges and
Taxes
2a. Payments and Charges
The Conference Group will invoice Customer electronically free
of charge or via paper invoice for a fee. Customer agrees to make
payment for all Services upon receipt of invoice, or such later
date if specified on the invoice, to the location and in the manner
directed on the invoice. Invoices not paid on a timely basis may be
subject to interest or late fees. Customer must notify The
Conference Group of any disputed charges within thirty (30) days
from the date of the invoice, otherwise Customer will be deemed to
agree to such charges and The Conference Group will not be subject
to making adjustments to charges or invoices. Customer acknowledges
and agrees that: all Services are charged the applicable rate,
including all taxes, fees, and surcharges.
2b. Price Changes
Customer acknowledges and agrees that rates are subject to
change at any time without The Conference Group providing specific
notice to customer. Customer therefore agrees to carefully review
each invoice prior to making payment and to notify The Conference
Group of any rate disputes within thirty (30) days from the date of
the invoice, otherwise Customer will be deemed to agree to such
rates and to have waived any rights to dispute them if not raised
within thirty (30) days from the date of the invoice.
2c. Unpaid Charges
In the event charges due are not timely paid in full for any
reason, The Conference Group shall have the right to suspend
Services until such time as all charges and applicable interest
amounts and/or late fees have been paid. Such suspension shall not
relieve Customer of any payment liability. The Conference Group
reserves the right to reinstate Services only upon satisfactory
assurance of Customer's ability to pay for Services. Customer
agrees to reimburse The Conference Group for any costs, expenses,
or fees expended by The Conference Group in connection with any
collection efforts against Customer, including reasonable
attorneys' fees.
2d. Credit Card Payments
Customer agrees to make payment via valid credit card and
further agrees that such credit card may be charged after the date
the invoice is issued to Customer without any further Customer
consent. The Conference Group may also pre-authorize Customer's
credit card at the time the order is placed in order to ensure
validity. If recurring fees are not paid in a timely manner, or if
the Conference Group is unable to process Customer's transaction(s)
using the designated card information, the Conference Group
reserves the right to suspend and/or terminate the services.
2e. Authorization hold
The Conference Group may authorize electronic transactions by
holding a balance against your debit or credit card. This
authorization hold generally falls off the account anywhere from
1-5 days depending on your card issuer's policy; some issuer's
holds may last as long as 30 days.
3. Taxes, Fees and Surcharges
In addition to the rates for the Services, Customer shall pay
all applicable fees, surcharges, and taxes now or hereafter
attributable to the Services and included on Customer's
invoice.
4. Upgrades
Where permitted by the Conference
Group, at its sole discretion and subject to Customer meeting all
pre-conditions identified or communicated to Customer for the
upgrade to Customer, Customers may upgrade subscription or plan
Services. Nothing herein shall be deemed to require the Conference
Group to permit and/or allow any upgrades. For the avoidance of
doubt, Customer shall remain responsible for all fees and charges
due and incurred for services provided under an existing
subscription or plan Services through the upgrade effective date
and is not and will not be entitled to any partial months credits
or refunds of any kind as a result of the upgrade. After any
upgrade effective date, Customer shall be responsible for the
increased fees and charges associated with the upgrade, including
without limitation any new and/or additional charges associated
therewith, which may include without limitation, any
overages.
5. License
Subject to Customer's compliance with the terms and conditions
of this Agreement and any Contracts, if executed, The Conference
Group hereby grants Customer a non-exclusive license during the
applicable Term to use the Services. Customer agrees that use of
Third Party Services are subject to the license agreement of such
provider. (View additional license agreement Terms and Conditions
related to the ReadyShow® suite of Services.) Except as
specifically set forth herein, The Conference Group or its
suppliers retain all right, title, and interest, including all
intellectual property rights, relating to or embodied in the
Services, including without limitation all technology, telephone
numbers, web addresses, software, or systems relating to the
Services. Customer agrees not to reverse engineer, decompile,
disassemble, translate, or attempt to learn the source code of any
software related to the Services. Customer may not resell the
Services.
6. Text Messaging
the Conference Group offers services that may take advantage of
the text messaging capability of your wireless phone. You may have
the opportunity to send a text message for display in conjunction
with enhanced the Conference Group programming, participate in
polls and quizzes, or receive the Conference Group alerts to help
you manage your account or the Conference Group alerts providing
you with news and information about the Conference Group and its
service offerings.
By sending a text message for participation in our services, or
by opting into the Conference Group Mobile/Marketing alerts or by
otherwise using our the Conference Group Text Messaging Services,
you are agreeing to these the Conference Group Text Messaging Terms
and Conditions. These Terms and Conditions may change from time to
time, and we will post any updates here.
6a. Cost of Participation
While our the Conference Group Text Messaging Services are
complimentary and require no purchase or fee for participation,
message and data rates may apply, and may be billed on your
wireless phone bill or deducted from your prepaid balance. Check
with your carrier for details. The number of messages you may
receive from the Conference Group in a month will depend on your
participation in services.
6b. User Conduct
You agree not to send or otherwise make available content that
is unlawful, harmful, threatening, abusive, harassing, torturous,
defamatory, vulgar, obscene, libelous, invasive of another's
privacy, or contains hate speech.
You acknowledge that the Conference Group may or may not
pre-screen text message content you provide, but shall have the
right, without obligation and in its sole discretion, to
pre-screen, refuse, or remove any content you make available,
including content that violates this section.
6c. Rights
By sending text messages for use on a campaign, you grant the
Conference Group the perpetual, irrevocable, and fully
sublicensable license to use, distribute, reproduce, modify, adapt,
publish, translate, publicly perform, and publicly display any and
all text message content provided by you to the Conference Group
(in whole or in part) and to incorporate such content into other
works in any format now known or later developed.
6d. Confirmation
You understand and agree that you may receive a confirmation
text message for each text message, vote, quiz response or similar
text message sent to a the Conference Group short code.
6e. No Guarantee
the Conference Group is not responsible for incomplete, lost,
late, or misdirected messages, including (but not limited to)
undelivered messages resulting from any form of filtering by your
mobile carrier or service provider, and cannot guarantee that all
messages received by the Conference Group for messaging campaigns
will be broadcast by the Conference Group.
6f. Termination
the Conference Group reserves the right, in its sole discretion,
to cancel or suspend any or all of its the Conference Group Text
Messaging Services in whole or in part, for any reason, with or
without notice to you.
7. Responsibility for Customer's Accounts
Customer is responsible for maintaining the confidentiality of
Customer's accounts, dial-in numbers, conference passcodes,
passwords and personal identification numbers used in conjunction
with the Services and for all uses of the Services in association
with Customer's accounts whether or not authorized by Customer. The
Conference Group does not sell products or services for children.
Customer will not allow children under 18 to use the Services
without the involvement of a parent or guardian. Customer agrees to
immediately notify The Conference Group of any unauthorized use of
Customer's account of which Customer become aware.
8. Responsibility for Communications
Customer is the sole owner of content and solely responsible for
the content of all communications (visual, written or audible)
using Customer's accounts. Customer shall comply with all laws
while using the Services; shall not transmit any communication that
violates any law, court order, or regulation; shall not violate any
third party rights in using the Services; and shall not use the
Services in any way that damages The Conference Group's property
and/or reputation or interferes with or disrupts The Conference
Group's system or other users. Although The Conference Group is not
responsible for any such communications, The Conference Group may
suspend any such communications of which The Conference Group is
made aware. Use of conference recording or taping any use of the
Services by Customer may subject Customer to laws or regulations
and Customer is solely responsible for and obligated to provide any
required notification to participants prior to commencement of said
conference. Customer acknowledges and agrees that The Conference
Group has not and is not expected to provide Customer with any
analysis, interpretation or advice regarding Customer's compliance
with the above and does not control Customer's content nor
guarantee the accuracy, integrity, security or quality of
Customer's content.
9. Privacy and Data Use
The parties acknowledge and agree that: (i) The Conference Group
may have access to personal data and will: (a) use it solely for
the purpose of providing the Services; (b) process it only in
accordance with Customer's instructions; and (c) take appropriate
technical and organizational measures to prevent unauthorized or
unlawful processing, accidental loss, destruction or damage to
it.
10. Limited Warranty
All services are provided "as is" and without any warranty.
Customer understands and agrees that The Conference Group's
services and the website are provided "as is" and "as available".
The Conference Group and its suppliers expressly disclaim all
warranties of any kind, express or implied, including but not
limited to any warranties of merchantability, fitness for a
particular purpose or non-infringement. The Conference Group makes
no warranty or representation regarding any information, materials,
goods or services obtained through The Conference Group's services
or websites, or that the services will meet any of Customer's
requirements, or be uninterrupted, timely, secure or error free.
Use of the services and website are at Customer's sole risk. The
Conference Group is not liable for acts or omissions of other
service providers, for information or content of communications,
third party services, equipment failure or modification, or causes
beyond The Conference Group's reasonable control.
11. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT
WILL THE CONFERENCE GROUP OR ITS AFFILIATES, OR ITS SUPPLIERS OR
THEIR AFFILIATES, BE LIABLE FOR ANY INDIRECT, EXEMPLARY, SPECIAL,
PUNITIVE, CONSEQUENTIAL OR INCIDENTAL DAMAGES WHATSOEVER OR LOSS OF
GOODWILL, DATA OR PROFITS, OR COST OF COVER ARISING OUT OF, OR
RESULTING FROM THE SERVICES, THIS AGREEMENT OR ANY CONTRACT
REGARDLESS OF THE LEGAL THEORY OF RECOVERY, EVEN IF THE CONFERENCE
GROUP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT
FOR DAMAGES THAT ARE REQUIRED BY LAW TO BE PAID, CUSTOMER AGREES
THAT ALL DAMAGES ARE EXCLUDED EXCEPT FOR THE DIRECT DAMAGES THAT
ARE ACTUALLY INCURRED BY CUSTOMER IN REASONABLE RELIANCE, UP TO THE
LESSER OF THE AMOUNT OF A REFUND OF THE PRICE THAT CUSTOMER
ACTUALLY PAID FOR THE SERVICES DURING THE SIX (6) MONTHS
IMMEDIATELY PRECEDING THE FILING OF SUCH CLAIM REGARDLESS OF THE
FORM OF ACTION OR CLAIM (E.G., CONTRACT, WARRANTY, TORT, STRICT
LIABILITY, NEGLIGENCE, FRAUD, OR OTHER LEGAL THEORY) OR FIVE
HUNDRED DOLLARS (US$500).
12. Indemnification
Customer agrees to indemnify The Conference Group, its
affiliates, suppliers and contractors and subcontractors, and to
hold us harmless, from any claim, cost, liability or demand or any
Third Party, including reasonable attorneys fees, which arises or
is alleged to arise from (a) breach by Customer; or (b) violation
by Customer of any law or of the rights of any Third Party.
13. Export and Import Control Laws and
Regulations
Customer acknowledges that the laws and regulations of the
United States restrict the export and re-export of commodities and
technical data of United States origin, including the Services and
any related software. Without limiting the foregoing, Customer
acknowledges that the Services and any related software are or may
be an "encryption item" subject to controls under the Export
Administration Regulations promulgated by the U.S. Department of
Commerce. Customer agrees not to export or re-export the Services
or any related software in any form in violation of the export laws
of the United States or any foreign jurisdiction.
14. Enforceability/Waiver
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
allocation of risks, 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. The Conference
Group'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 The Conference Group in a
non-electronic writing manually signed by a duly authorized
representative of The Conference Group. If there is any law, rule,
regulation or policy that causes The Conference Group to be
regulated or that causes the Agreement or Services to be in
conflict with such law, rule, regulation or policy, The Conference
Group may terminate or modify the affected Services without
liability.
15. Miscellaneous
Customer authorizes The Conference Group's monitoring including
recording of calls for the purposes of quality assurance and
Customer further consent to The Conference Group's use of automatic
dialing equipment to contact Customer. Customer may not assign this
Agreement or any Contract to any other person or entity without The
Conference Group's prior written approval, but nothing restricts
The Conference Group's ability to assign this Agreement or any
Contract or subcontract the Services hereunder.
16. Governing Law; Exclusive Forum;
Jurisdiction
This Agreement shall be construed in accordance with the laws of
the state of Delaware without regard to the conflict of laws.
17. Force Majeure
The Conference Group will not be held responsible for any delay
or failure in performance of any part of this Agreement if and to
the extent that such delay or failure is caused by: fire, flood,
lightening, explosion, war, act of terrorism, strike, embargo,
labor dispute, government requirement, civil or military authority,
act of God or nature, inability to secure materials or
transportation facilities, act or omission of third party carriers
or suppliers, act or failure to act of any Governmental authority,
computer viruses or worms, computer sabotage, 'Denial of Service'
attacks, DNS spoofing attacks and/or other hacking attacks of a
similar nature, or any other causes beyond The Conference Groups
reasonable control, whether or not similar to the foregoing. The
occurrence of an event of force majeure shall not relieve Customer
of obligation to pay The Conference Group for Services used by
Customer prior to the occurrence of such event, or which may become
due by Customer thereafter on account of Customers continued use of
such Services after such occurrence. Failure of The Conference
Group to perform under this Agreement because of the occurrence of
an event of force majeure the effect of which lasts more than forty
five days shall be grounds for termination of the Service(s)
affected by that event, but not of the entire Agreement.
18. Entire Agreement
This Agreement is addition to Contract(s), if any, executed by
the parties, constitute the entire Agreement between The Conference
Group and Customer with respect to the Services. If any provision
of this Agreement is held to be invalid, void, or unenforceable,
than such provision shall be deemed null and void without
invalidating the remaining provisions hereof. A waiver of any
breach of this Agreement shall not be deemed a waiver of such a
party's right to enforce such terms and conditions at any time.
19. Notices
Notices from The Conference Group to Customer under this
Agreement may be sent by mail, email, fax or other electronic media
and will be considered given upon delivery to the physical address,
fax number, email address or other contact information provided by
Customer for billing or account management purposes. Notices to The
Conference Group must be sent to the address mentioned in The
Conference Group's invoice to Customer. Alternate contacts are as
follows: Fax: 302-709-8241; Email: legal@conferencegroup.com.
All notices must be in English.
20. Modification
The Conference Group may, at any time, amend the provisions of
this Agreement. Any amendment proposed by Customer may only be
accepted by The Conference Group in a non-electronic writing
manually signed by authorized representatives of the parties.
Notwithstanding anything in this Section to the contrary, if The
Conference Group posts amended terms on its Website, such terms
will automatically become effective ten (10) days after they are
posted on the Website. By using the Services after such revised
terms are posted, Customer agrees to be bound by any such amended
provisions. Therefore, Customer agrees to periodically visit the
Website to examine the then-current Agreement.
Revised September 5, 2012