BudgetConferencing.com Terms & Conditions for Services
PLEASE READ THE FOLLOWING CAREFULLY BEFORE SUBSCRIBING TO AND/OR USING OR CONTINUING TO USE THE BUDGETCONFERENCING.COM SERVICES (THE "SERVICES"). YOUR USE OF THE SERVICES (INCLUDING ANY TRIAL USE) IS AT ALL TIMES CONDITIONED UPON YOUR AGREEMENT TO THESE TERMS AND CONDITIONS. BUDGETCONFERENCING.COM IS NOT WILLING TO ENTER INTO ANY TRANSACTION WITH YOU IF YOU ARE NOT WILLING TO ACCEPT THESE TERMS AND CONDITIONS, AND BUDGETCONFERENCING.COM HEREBY OBJECTS TO ANY ADDITIONAL, CONFLICTING OR DIFFERENT TERMS PROPOSED BY YOU IN ANY MANNER, AT ANY TIME.
YOU ARE REMINDED THAT BUDGETCONFERENCING.COM HAS THE RIGHT TO CHANGE OR REVISE ITS TERMS AND CONDITIONS, AT ANY TIME, FOR ANY REASON. YOU ARE RESPONSIBLE TO REGULARLY REVIEW THE TERMS AND CONDITIONS ON THIS WEB SITE TO KEEP UP-TO-DATE WITH THE CURRENT TERMS REGARDING YOUR USE OF THE SERVICES. IF YOU DO NOT AGREE TO BE SUBJECT TO THE TERMS AND CONDITIONS, DO NOT USE THE SERVICES.
ONCE YOU HAVE READ THESE TERMS AND CONDITIONS CAREFULLY, SIGNIFY YOUR WILLINGNESS TO ABIDE BY ALL TERM AND CONDITIONS BY CLICK-ACCEPTING THE TERMS AND CONDITIONS. BY SUBSCRIBING TO AND CLICK-ACCEPTING THE BELOW TERMS AND CONDITIONS, YOUR EXPRESSLY AGREE TO BE BOUND BY, AND TO ACT IN ACCORDANCE WITH, THESE TERMS AND CONDITIONS.
NOTWITHSTANDING THE FOREGOING, ANY USE OF THE SERVICES (INCLUDING ANY TRIAL USE) BY YOU AFFIRMS AND ANY CONTINUED USE OF THE SERVICES BY YOU REAFFIRMS YOUR CONTINUING ACCEPTANCE OF AND AGREEMENT TO BE BOUND BY THESE TERMS AND CONDITIONS AND YOUR ACKNOWLEDGEMENT THAT THESE TERMS AND CONDITIONS ARE SUPPORTED BY REASONABLE AND VALUABLE CONSIDERATION, THE RECEIPT AND ADEQUACY OF WHICH ARE HEREBY ACKNOWLEDGED.
1. Services and Pricing.
- Services; Sales to Customer. Customer will pay BudgetConferencing.com for the conferencing and/or collaboration provided (the "Services"), according to the terms and conditions herein (this "Agreement") and at the listed rates and for those activation fees and/or other charges as set forth in this Web site and on any schedules following these Terms & Conditions and hereby incorporated into this Agreement (the "Schedules"). All rates, unless otherwise stated, are calculated on a per minute participant basis. In the event of a conflict between any terms herein and in any Schedule, the terms of the Schedule for the particular service shall control. Charges for use of Services are invoiced at the end of each billing cycle, and payments are due upon receipt of invoice. Past-due balances shall be subject to an interest charge of 1.5% per month computed from the due date of each invoice previously issued, or the maximum rate legally permitted, whichever is less. Customer shall pay any collection costs, including reasonable attorneys\' fees, and other expenses incurred by BudgetConferencing.com to collect any sums due under this Agreement. Customer must notify BudgetConferencing.com of any charge disputed in good faith, with supporting documentation, within 30 days from the date of invoice, or Customer will be deemed to agree to such charges and no adjustments to charges or invoices will be made. Customer remains responsible to pay undisputed charges by the due date. Customer acknowledges and agrees that BudgetConferencing.com reserves the right to change the applicable pricing or modify or discontinue any or all of the Services and any related Dial-In numbers or other methods of access at any time for any reason. Without limiting the foregoing, BudgetConferencing.com reserves the right, in its sole discretion, to change or institute new or additional charges and/or fees for access to or use of Services (including for ancillary services) at any time.
- Minimum Commitment. In the event Customer agrees to a minimum commitment for use of the Services during the term of the Agreement ("Minimum Commitment") and does not meet its Minimum Commitment in any given month, quarter or year, as applicable, BudgetConferencing.com shall invoice for, and Customer shall pay, upon receipt of invoice, the shortfall equal to the difference between the Minimum Commitment during the applicable term less any payments for actual usage made by Customer during such applicable period during the term of the Agreement. For commitments based on minutes, the shortfall amount in dollars shall be calculated based upon pricing using the proportion of Services as Customer actually used during the applicable period. Only the per minute usage of conferencing and collaboration services shall be applicable to the Minimum Commitment.
- Service Charge. In the event Customer agrees to pay BudgetConferencing.com a service or other monthly charge ("Service Charge") in addition to those fees for additional charges, including without limitation any overages, for use of the Services provided, Customer will be billed for and Customer shall pay, upon receipt of invoice, such Service Charge, in its entirety, for each applicable period during the term of the Agreement. FOR THE AVOIDANCE OF DOUBT, CUSTOMER IS NOT AND WILL NOT BE ENTITLED TO ANY PARTIAL MONTH BILLING OR CREDITS OR REFUNDS OF ANY KIND, INCLUDING WITHOUT LIMITATION IN THE EVENT CUSTOMER ELECTS TO NOT USE THE SERVICES DURING ANY BILLING PERIOD.
- Credit Checks; Taxes and Other Charges. The provision of Services under this Agreement is subject to credit verification and acceptance by BudgetConferencing.com. BudgetConferencing.com may, in its sole discretion, request advanced payment, in whole or in part, from Customer or change its payment terms at any time. BudgetConferencing.com may cancel or re-schedule orders if BudgetConferencing.com determines, in its sole discretion, that Customer\'s financial condition or previous payment record so warrants such change. Customer will pay, and BudgetConferencing.com reserves the right to collect in arrears, all sales, use, excise or other taxes (other than taxes based upon Supplier net income), fees, charges for universal support mechanisms (including without limitation any and all federal or state Universal Service Fund charges) or other charges of any nature whatsoever, now or hereafter imposed or assessed on BudgetConferencing.com, by any foreign, federal, state/provincial, county or local government authority upon or with respect to the Services provided. If Customer claims exemption from charges, Customer must provide BudgetConferencing.com with a current, valid exemption certificate from the applicable regulatory authority.
- Credit Cards. Notwithstanding any other provision herein, for any fees and/or charges paid by credit or debit cards, Customer agrees if payment is not received by BudgetConferencing.com from the card issuer or its agents, Customer will pay all amounts due upon demand by BudgetConferencing.com. Each time Customer uses the Services, or allow or cause the Services to be used, Customer agrees and reaffirms that BudgetConferencing.com is authorized to charge your designated card in connection with the Services, and Customer must refer to such agreement (not this Agreement) with respect to Customer\'s rights and liabilities as a cardholder. CUSTOMER FURTHER AGREES THAT BUDGETCONFERENCING.COM MAY SUBMIT ADDITIONAL CHARGES FOR USE OF THE SERVICES EACH MONTH, WITHOUT FURTHER AUTHORIZATION FROM CUSTOMER, until you provide prior written notice (in accordance with BudgetConferencing.com\'s verification procedures, as may be established by BudgetConferencing.com from time to time in its sole discretion) that Customer terminates this authorization or desires to change its designated card. Such notices will not affect charges submitted before BudgetConferencing.com reasonably could act on your notice.
2. Term and Termination.
- Term. This Agreement is effective and its term shall begin upon the earlier of: (i) the date of first use of the Services by Customer or (ii) the date Customer, after reviewing these terms and conditions, electronically accepts them and shall continue unless and until terminated as provided herein. If Customer has elected Services for a fixed number of months, quarters or years pursuant to a subscription plan (an "Initial Term" or "Subscription Term"), this Agreement will be deemed to automatically renew for successive terms ("Renewal Terms") equal to the length of such Initial Term for Services, unless either party delivers written notice of intention not to renew at least 60 days prior to the expiration of the Initial Term or any Renewal Term. For all Services without a fixed number of months, quarters or years, this Agreement will remain in full force until terminated as provided herein. Without limiting any other rights BUDGETCONFERENCING.COM has to modify pricing herein, at the commencement of any Renewal Term, all rates for Services with Subscription Terms shall automatically adjust to BudgetConferencing.com\'s then-standard rates.
- Free Trial Term. If Customer subscribes for Services pursuant to a promotional offer granting a free trial for Services ("Free Services"), Customer will receive use of the Free Services solely for a limited period of time and all use of all Free Services shall be subject to the terms herein and any and all other restrictions, limitations and conditions identified with the specific Free Services offer to Customer on the BudgetConferencing.com Web site, located at BudgetConferencing.com. Notwithstanding any other provision in this Agreement, all Free Services are provided solely as an accommodation to Customer, and BUDGETCONFERENCING.COM reserves the right, at all times and in its sole discretion, to terminate any Free Services at any time without notice, including without limitation for any abuse of the Free Services. CUSTOMER ACKNOWLEDGES AND AGREES THAT AS A CONDITION TO RECEIVE ANY FREE SERVICES, A SERVICE CHARGE WILL BE PRE-AUTHORIZED AGAINST CUSTOMER\'S CREDIT CARD OR DEBIT CARD LIMIT (MEANING THE AMOUNTS PRE-AUTHORIZED WILL NOT BE CONSIDERED AVAILABLE CREDIT OR DEBIT FUNDS IN SUCH ACCOUNT) AND, UNLESS THE PARTIES EXPRESSLY AGREE OTHERWISE, WILL BE IMMEDIATELY CHARGED TO CUSTOMER\'S CREDIT OR DEBIT CARD, WITHOUT FURTHER AUTHORIZATION FROM CUSTOMER, UPON THE EXPIRATION OF THE FREE TRIAL PERIOD, UNLESS CUSTOMER TERMINATES SERVICES IN ACCORDANCE WITH BUDGETCONFERENCING.COM\'S PROCEDURES BY CANCELLING SERVICES PURSUANT TO THE PROCESS AVAILABLE ON THE "BudgetConferencing.com WEB SITE OR BY PROVIDING NOTICE TO "BudgetConferencing.com CUSTOMER SERVICE AT (866) 680-0394. Such notice will not affect charges submitted before BudgetConferencing.com could reasonably take action on Customer\'s notice.
- Termination for Cause. Either party may terminate this Agreement at any time in the event that the other party breaches any provision of this Agreement in any material respect and fails to cure such breach within 30 days after receipt of written notice of such breach. CUSTOMER ACKNOWLEDGES AND AGREES THAT ALL TERMINATIONS BY CUSTOMERS PURSUANT TO THIS SECTION 2(C) SHALL BECOME EFFECTIVE ON THE LAST DAY OF THE BILLING CYCLE IN WHICH THE TERMINATION OCCURS. Notwithstanding the foregoing, BudgetConferencing.com may terminate this Agreement and/or suspend the provision of Services immediately for: illegal, fraudulent, improper or abusive use of the Services (including without limitation Customer\'s use of the Services in contravention of Section 6 or abusive use of unlimited plans, to be determined in BudgetConferencing.com\'s sole discretion) or if deemed reasonably necessary by BudgetConferencing.com to prevent interruption or disruption to BudgetConferencing.com\' network, its business or other customers; if any portion of an invoice remains unpaid when due (including without limitation any applicable Minimum Commitment or any Service Charge shortfall amount); or for breach, not subject to cure. BudgetConferencing.com shall not be liable to Customer or any third party should BudgetConferencing.com exercise its right to discontinue Services, in whole or in part, or terminate this Agreement pursuant to this Section 2(b).
- Termination for Convenience. Each party may terminate this Agreement by providing written notice to the other party of such termination at least 60 days prior to the end of such term; provided, however, and for the avoidance of doubt, CUSTOMER ACKNOWLEDGES AND AGREES THAT ALL TERMINATIONS BY CUSTOMERS PURSUANT TO THIS SECTION 2(C) SHALL BECOME EFFECTIVE ON THE LAST DAY OF THE BILLING CYCLE IN WHICH THE TERMINATION OCCURS.
- Effect of Termination for Customers with Minimum Commitment. In the event that Customer has agreed to a Minimum Commitment, if Customer terminates this Agreement (not due to breach by BudgetConferencing.com) or if BudgetConferencing.com terminates for any reason provided in Section 2(c) above, Customer shall pay to BudgetConferencing.com as liquidated damages, but not as a penalty and representing a reasonable estimate of the probable loss to BudgetConferencing.com, the shortfall resulting from Customer\'s failure to meet any Minimum Commitment for the term of this Agreement, which amount shall equal the difference between the Minimum Commitment multiplied, as applicable, by the number of months, quarters or years in the term less any payments for actual usage made by Customer during the term of this Agreement; provided, however, no payments over and above the Minimum Commitment for any one month, quarter or year, as applicable, shall apply to or in any way be credited against any other, past or present, Minimum Commitment or the overall shortfall amount for the term of this Agreement.
- Effect of Termination for Customers with Service Charges. In the event that Customer terminates this Agreement (not due to breach by BUDGETCONFERENCING.COM) or if BUDGETCONFERENCING.COM terminates for any reason provided in Section 2(c) above, CUSTOMER REMAINS RESPONSIBLE FOR ANY AND ALL FEES AND CHARGES DUE AND INCURRED FOR THE MONTH DURING WHICH THE TERMINATION OCCURS, INCLUDING WITHOUT LIMITATION SERVICE CHARGES, AND WILL NOT BE ENTITLED TO ANY PARTIAL MONTH CREDITS OR REFUNDS OF ANY KIND (INCLUDING BUT NOT LIMITED TO PRE-PAID SERVICE CHARGES OR ANY NON-REFUNDABLE ACTIVATION OR OTHER SERVICE CHARGES).
- Effect of Termination for Customers on Subscription Plans. In the event that Customer terminates this Agreement (not due to breach by BUDGETCONFERENCING.COM) or if BUDGETCONFERENCING.COM terminates for any reason provided in Section 2(c) above, Customer shall pay to BUDGETCONFERENCING.COM as liquidated damages, but not as a penalty and representing a reasonable estimate of the probable loss to BUDGETCONFERENCING.COM, an amount equal to fifty percent (50%) of any Service Charge multiplied by the number of months remaining in an applicable term.
- Effect of Termination for Free Services Customers. In addition to and without limiting any other rights or remedies BUDGETCONFERENCING.COM has herein, if BUDGETCONFERENCING.COM determines, in its sole discretion and whether or not it has conducted an audit, that Customer has violated any conditions of and/or limitations on the Free Services or any associated software, BUDGETCONFERENCING.COM reserves the right to immediately terminate the Free Services and to charge and to collect from Customer the amount Customer would have been required to pay for the Free Services as a retail customer during the period of Customer\'s non-compliance. Customer agrees to pay this amount to BUDGETCONFERENCING.COM, plus the cost of conducting any associated audits by BUDGETCONFERENCING.COM that in the sole discretion of BUDGETCONFERENCING.COM reveal non-compliance.
3. Proprietary Information and Non-Disclosure.
Each party acknowledges that, in the course of performing its duties under this Agreement, it may obtain information relating to the business, the Services and to the other party that is of a confidential and proprietary nature ("Proprietary Information"). Such Proprietary Information may include, but is not limited to, trade secrets, know-how, inventions, techniques, processes, computer programs, schematics, data, customer lists, financial information and sales and marketing plans. Without limiting the foregoing, this Agreement and the pricing terms referenced herein shall be considered Proprietary Information of BudgetConferencing.com. Each party and its employees and agents shall at all times, during the term of this Agreement and thereafter, keep in trust and confidence all Proprietary Information and shall not use such Proprietary Information other than in the course of their duties under this Agreement, nor shall either party or its employees and agents disclose any of such Proprietary Information to any person without the other party's prior written consent. Each party acknowledges that any such Proprietary Information received by the other party shall be received as a fiduciary of the other party. Each party further agrees to immediately return to the other party or destroy all Proprietary Information in its possession, custody or control in whatever form held (including all copies of all written documents relating to that) upon termination of this Agreement or at any time, or from time to time, upon the request of the other party.
4. Trademarks and Trade Names.
Except as required for use of the Services, Customer has no right or license to use any of the trademarks or trade names owned by, licensed to or associated with BudgetConferencing.com and its suppliers (the "BudgetConferencing.com Marks") during the term of this Agreement without express written consent from BudgetConferencing.com. Despite prior approval, Customer will immediately cease and desist using the BudgetConferencing.com Marks upon notice from BudgetConferencing.com or upon termination of this Agreement for any reason. Any use by Customer of the BudgetConferencing.com Marks other than as described above will constitute a breach of this Agreement for which, in addition to any other remedies available at law or in equity, BudgetConferencing.com may terminate this Agreement. If BudgetConferencing.com elects to issue a press release pertaining to this Agreement, BudgetConferencing.com and Customer agree to cooperate in a joint press release, subject to both parties' prior review and approval, announcing the execution of this Agreement. Customer agrees to allow BudgetConferencing.com to name Customer as a client of BudgetConferencing.com in any marketing material BudgetConferencing.com may create from time to time. BudgetConferencing.com will not use Customer trademarks or trade names, other than the corporate name and/or logo of Customer or solely to the extent used in PGS' internal business communications and/or presentations of BudgetConferencing.com, in any marketing materials without the prior written consent of Customer, which consent shall not be unreasonably withheld.
5. Intellectual Property.
The Services provided under this Agreement (including any custom application(s) developed for Customer and results from a collaboration) and all associated intellectual and proprietary rights are the sole property of BudgetConferencing.com and/or its suppliers.
6. Customer Compliance and Indemnification.
Customer acknowledges that BudgetConferencing.com has no control over the content of information transmitted by Customer through the Services (whether visual, written or audible) and that BudgetConferencing.com does not examine the use to which Customer puts the Services or the nature of the information Customer or Customer's users send or receive. Customer shall comply with all applicable foreign, federal, state/provincial and local laws relating to its use of the Services under this Agreement (including without limitation, export and control laws and regulations). Customer agrees not to transmit content through use of the Services that infringes any third party's intellectual property rights or that is unlawful, threatening, abusive, harassing, libelous, deceptive, fraudulent, invasive of another's privacy, vulgar, obscene or otherwise contains objectionable material of any kind or nature. Customer is responsible: (i) for any and all activities that may occur under your account and (ii) to maintain the confidentiality and security of its Services' access numbers, keys and passcodes. Customer agrees to notify BudgetConferencing.com immediately if there has been an unauthorized use of any access numbers, keys and passcodes or any other breach of security and Customer shall be liable for fraudulent charges until such time as Customer has notified BudgetConferencing.com to suspend any compromised access numbers, keys and/or passcodes. Customer acknowledges that BudgetConferencing.com may from time to time monitor bridge activity relating to the Services for quality assurance and fraud detection. Further, and notwithstanding confidentiality provisions herein, BudgetConferencing.com may disclose information about Customer's use of Services to satisfy any law, regulation, government agency request, court order, subpoena or other legal process.
Customer shall indemnify, defend and hold BudgetConferencing.com, its officers, directors, employees, affiliates and its suppliers harmless from any claims, losses, damages, penalties or costs (including without limitation reasonable attorneys' or expert witness fees) arising out of Customer's (or any person or entity accessing the Services through Customer or Customer's account): (i) use of the Services; (ii) violation or alleged violation of any applicable laws or regulations with respect to the Services; or (iii) infringement of any intellectual property rights of any third party. The obligations contained in this paragraph shall survive any termination or suspension of the Services contemplated herein, the expiration or termination of this Agreement, and shall also survive final payment.
7. Warranty and Limitation of Liability.
ALL SERVICES PROVIDED UNDER THIS AGREEMENT ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, AND BUDGETCONFERENCING.COM SHALL NOT HAVE ANY LIABILITY TO ANY PARTY, INCLUDING BUT NOT LIMITED TO CUSTOMER, FOR THE CONTENT OF INFORMATION TRANSMITTED BY CUSTOMER THROUGH THE SERVICES OR ANY LOSS, DELAY, INTERRUPTION OR INACCURACY OF SUCH COMMUNICATIONS. BUDGETCONFERENCING.COM DISCLAIMS ANY AND ALL REPRESENTATIONS, WARRANTIES OR COVENANTS, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT REGARDING THE SERVICES. WITHOUT LIMITNG THE FOREGOING, BUDGETCONFERENCING.COM MAKES NO WARRANTY OR REPRESENTATION REGARDING THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES, AND ANY MATERIAL, AND/OR DATA DOWNLOADED, UPLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS AT YOUR OWN DISCRETION AND RISK. BUDGETCONFERENCING.COM ALSO DOES NOT MAKE ANY WARRANTY OR GUARANTEE FOR ANY PRODUCTS OR SERVICES PROVIDED BY VENDORS SUGGESTED BY BUDGETCONFERENCING.COM. BUDGETCONFERENCING.COM, NOR ITS SUPPLIERS, SHALL IN ANY EVENT BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING BUT NOT LIMITED TO LOSS OF PROFIT OR OTHER MONETARY LOSS; LOSS OR INTERRUPTION OF DATA, COMPUTER TIME OR VOICE TRANSMISSIONS; ALTERATION OR ERRONEOUS TRANSMISSION OF DATA; ACCURACY OF DATA; UNAUTHORIZED ACCESS TO OR USE OF VOICE OR DATA PROCESSED OR TRANSMITTED BY, TO OR THROUGH THE SERVICE; OR PROGRAM ERRORS) EVEN IF BUDGETCONFERENCING.COM IS ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES. BUDGETCONFERENCING.COM SHALL NOT BE LIABLE FOR ANY FAILURE TO PERFORM, OR DELAY IN PERFORMANCE OF, ITS OBLIGATIONS UNDER THIS AGREEMENT CAUSED BY REASONS BEYOND BUDGETCONFERENCING.COM' CONTROL. IN NO EVENT SHALL BUDGETCONFERENCING.COM' TOTAL LIABILITY TO CUSTOMER ARISING UNDER THIS AGREEMENT, WHETHER SUCH THEORY OF LIABILITY IS BASED IN CONTRACT, TORT OR OTHERWISE, EXCEED AN AMOUNT EQUAL TO THE CHARGES BY BUDGETCONFERENCING.COM TO CUSTOMER FOR THE PARTICULAR SERVICE PERFORMED BY BUDGETCONFERENCING.COM DURING THE ONE MONTH PERIOD IMMEDIATELY PRIOR TO THE DATE OF EVENT, ACT OR OMISSION GIVING RISE TO THE LIABILITY.
This Agreement may be executed in counterparts, each of which will be deemed an original but all of which together will constitute one and the same document.
9. Captions and Section Headings.
Captions and section headings are for convenience only, are not a part of this Agreement and may not be used in construing it.
Should any provision of this Agreement be held by a court of competent jurisdiction to be illegal, invalid or unenforceable, the remaining terms of this Agreement shall not be affected or impaired thereby, and the illegal, 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 risk.
Any failure by any of the parties to comply with any of the obligations, agreements or conditions set forth in this Agreement may be waived by the other party, but any such waiver must be in writing signed by the waiving party and will not be deemed a waiver of any subsequent failures or of any other obligations, agreements or conditions contained herein.
12. No Agency.
The parties' relationship to each other shall be that of independent contractors. Neither party shall or shall be deemed to be an agent, employee, partner of, or joint venturer with the other party.
13. No Third Party Beneficiaries.
Each party enters into this Agreement solely for its own benefit and purpose. Except for BudgetConferencing.com's suppliers as expressly provided herein, this Agreement in no way confers any rights upon, or imposes obligations on either of the parties toward, any third party, including but not limited to any recipient of content transmitted through the Services.
14. Successors and Assigns; Assignment.
This Agreement shall be binding upon and inure to the benefit of the parties' successors, legal representatives and authorized assigns. BudgetConferencing.com may assign its rights and obligations under this Agreement to an entity that either now or in the future controls, is controlled by or is under common control with BudgetConferencing.com or as a consequence of merger, acquisition, change of control or asset sale. Customer may not assign its rights and obligations under this Agreement without the written consent of BudgetConferencing.com, which shall not be unreasonably withheld.
Customer notices will be addressed to the address first set forth on this Agreement. Notifications to BudgetConferencing.com shall be addressed to: BudgetConferencing.com c/o American Teleconferencing Services, Ltd. d/b/a Premiere Global Services, Attn: Legal Department, 3280 Peachtree Road NW, Suite 1000, Atlanta, GA 30305-2422 USA.
16. Survival of Terms.
Articles 3, 6, 7 and 18 shall survive cancellation, termination, expiration or suspension of this Agreement.
17. Governing Law; Languages.
This Agreement shall be governed by, and construed and enforced in accordance with the laws of the State of Georgia applicable to agreements made and to be performed therein, without regard to any conflicts or choice of law rules. The parties agree to submit to the exclusive jurisdiction of the state or federal courts located in or with responsibility for Fulton County, Georgia to resolve any disputes arising hereunder. The English language version of this Agreement controls. Agreements provided in languages other than English are provided for ease of reference only. If Customer is in Canada, it is the express wish of both parties that this Agreement, and any associated documentation, be written and signed in English. C'est la volonté expresse des parties que la présente convention ainsi que les documents qui s'y rattachent soient rédigés en anglais.
18. Entire Agreement.
This Agreement, including all Schedules below provided, constitutes the final, complete and entire agreement between the parties with respect to the subject matter hereof, and supercedes any previous proposals, negotiations, agreements or arrangements, whether verbal or written made between the parties with respect to such subject matter. There are no other verbal agreements, representations, warranties, undertakings or other agreements between the parties. If Customer requires use of a Customer-form purchase order in connection with any of the Services to be performed hereunder, Customer hereby acknowledges and agrees that to the extent such purchase order contains any pre-printed or other terms and conditions, such terms and conditions, whether in addition to or in conflict with this Agreement, shall have no effect whatsoever and this Agreement shall govern the relationship between BudgetConferencing.com and Customer. BudgetConferencing.com may amend at any time the provisions of this Agreement by, at BudgetConferencing.com's election: (i) posting revised terms and conditions ("Amended Terms") on www.budgetconferencing.com (the "BudgetConferencing.com Web Site") or (ii) delivering the Amended Terms to Customer at the address, fax or e-mail address provided herein (such delivery may be included in invoices for the Services delivered to Customer). All Amended Terms shall automatically be effective 30 days after such amendment is posted on the BudgetConferencing.com Web Site or delivery to Customer as provided above. CUSTOMER AGREES TO BE RESPONSIBLE FOR REGULARLY REVIEWING THE BUDGETCONFERENCING.COM WEB SITE TO OBTAIN TIMELY NOTICE OF ANY SUCH AMENDED TERMS AND BUDGETCONFERENCING.COM'S THEN-CURRENT TERMS AND CONDITIONS. BY USING THE SERVICES AFTER POSTING OR DELIVERY OF AMENDED TERMS, CUSTOMER WILL BE DEEMED TO HAVE ACCEPTED AND BE BOUND BY SUCH AMENDED TERMS. No such amendment by BudgetConferencing.com shall serve to constitute a default or termination by BudgetConferencing.com of this Agreement, nor shall such amendment serve to be a basis for Customer's termination of this Agreement. Except as otherwise provided in this Agreement or any Schedule hereto, this Agreement may only be amended or modified, in whole or in part, by a written instrument signed by the parties to this Agreement.
Schedule of Terms of Service for Internet services/index.phpWeb Conferencing
License Grant. As applicable, BudgetConferencing.com grants to Customer a non-exclusive, non-transferable, non-sublicensable revocable right to use Internet Services for web conferencing and collaboration and any software associated with such Internet Services for the limited purpose of conducting or attending meetings and presentations only. Customer may not rent, lease, grant a security interest in, or otherwise transfer any rights in the use of the Services. Customer is prohibited from reselling or acting as a service bureau for any of the Internet Services provided by BudgetConferencing.com. Customer shall not reverse engineer, modify, decompile, disassemble, translate or otherwise attempt to derive source code from any part of the Internet Services or associated software. Customer shall not remove, alter or obscure in any way any proprietary rights notices (i.e., copyright notices).
User Content. Customer warrants and represents that it is the owner or licensee of any content that it uploads, records or otherwise transmits through the Services, including but not limited to photographs, caricatures, illustrations, designs, icons, articles, text, audio clips, and video clips (collectively, "Customer Content").
Customer warrants and represents it will not publish, post, upload, record or otherwise transmit Customer Content that: (i) infringes any third party's copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy; (ii) violates any law, statute, ordinance or regulation (including without limitation the laws and regulations governing export control, unfair competition, anti-discrimination or false advertising); (iii) is defamatory, trade libelous, unlawfully threatening or unlawfully harassing; (iv) is profane, indecent, obscene, harmful to minors or child pornographic; (v) contains any viruses, Trojan horses, worms, time bombs, cancelbots, corrupted files or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information or property of another; or (vi) is materially false, misleading or inaccurate.
User Conduct. Customer agrees to comply with applicable United States export laws and regulations regarding the transmission of technical data exported from the United States through the Services. Customer agrees not to: (1) use the Services in connection with chain letters, junk mail, surveys, contests, pyramid schemes, spamming or any duplicative or unsolicited messages, or any use of distribution lists to any person who has not given specific permission to be included in such a process (commercial or otherwise); (2) harvest or otherwise collect information about others, including e-mail addresses, without their consent; (3) use, download or otherwise copy, or provide (whether or not for a fee) to a person or entity that is not a user of the Services any directory of other users or usage information or any portion thereof other than in the context of Customer's use of the Services; (4) knowingly interfere with or disrupt networks connected to the Services or violate the regulations, policies or procedures of such networks; (5) 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; or (6) use the Services for illegal purposes (including without limitation, gambling or betting).
BudgetConferencing.com or its suppliers may, at their discretion and upon reasonable belief, take any reasonable action they deem necessary, if Customer's conduct fails to conform with these Terms of Service or may create liability for BudgetConferencing.com or its Suppliers.
International Sale of Goods, Export and Import Control Laws and Regulations. The application of the United Nations Convention on the International Sale of Goods is hereby expressly excluded. 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 associated software. Without limiting the foregoing, Customer understands that the Services and associated software are an "encryption item" subject to controls under the Export Administration Regulations promulgated by the U.S. Department of Commerce. Customer agrees that it will not, and will not cause others to, export or re-export the Services or any associated software in any form in violation of the export laws of the United States or any foreign jurisdiction. Customer will defend, indemnify, and hold harmless BudgetConferencing.com and its suppliers from and against any violation of such laws or regulations by Customer or any of its agents, officers, directors, or employees.
Governmental Agencies. Use of the Services and any associated software by the United States Government or other governmental agencies shall be as "restricted computer software" or "limited rights data" as set forth in "Rights in Data - General" at 48 CFR 52.227-14, or as "commercial computer software" or "commercial computer software documentation" under DFARS 252.227-7015, or under such other similar applicable terms and conditions to prevent the transfer of rights in and to the technology to the government other than under normal commercial licensing terms and conditions.
Schedule of Billing Footnotes for Services:
The following billing footnotes apply to the Services:
- Call set-up and disconnect charges apply to all inbound and outbound legs of all calls.
- BudgetConferencing.com rounds completed calls to the next full minute on a per participant basis and rounds the price of the call to the nearest whole cent.
- BudgetConferencing.com is required by the Federal Communications Commission to contribute to the federal Universal Service Fund (USF), which subsidizes telecommunications services to low-income customers and customers in rural areas, as well as discounts on Internet access for eligible schools, libraries and rural health care providers. BudgetConferencing.com assesses federal USF charges on invoices for audio conferencing services to recover the cost of its federal USF contributions. The charge for federal USF will reflect the applicable quarterly contribution factor, and BudgetConferencing.com will not provide advance notice of any change in this quarterly contribution factor, except as required by law. This fee is not a tax or government-required charge.
- BudgetConferencing.com imposes a 2.95% carrier cost recovery fee on invoices for audio conferencing services to help offset costs associated with regulatory requirements and compliance. This fee is not a tax or government-required charge.
- Customer will be charged $14.95 for each full monthly detail paper invoice, unless and until Customer specifically elects to receive online bill detail pursuant to the BudgetConferencing.com bill selection process.
- A not-sufficient funds fee of $25 will be applied to Customer\'s account for all returned checks.
These Terms and Conditions were last revised October 2008 and are subject to periodic revisions and updates.