Terms & Conditions
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.
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.
The Term of this Agreement ("Term") shall remain in effect until terminated in accordance with the provisions of this Agreement. The Term of a Contract is the period of time beginning at the Effective Date and continuing for the length of time ordered by Customer, including any applicable auto renewal periods. Terms always end on the last day of a month and are billed on the first of a month. "Effective Date" means the date the Services ordered by Customer are available for use by Customer.
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.
1c. Fair Usage
Each Conference Plan, other than Pay As You Go Plans, is subject to a Fair Usage limit of a total of 10,000 minutes per Plan per month. If these limits are exceeded, the Conference Group may immediately terminate the Customer's use of the Services. Should the Conference Group do so, then the Conference Group will reimburse Customer for any amounts prepaid by Customer for Services not rendered, and such reimbursement shall be the only and entire obligation of the Conference Group, and the exclusive remedy of Customer, for such termination.
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.
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 month's 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.
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. 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, applications 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 or applications related to the Services. Customer, Agents, and Resellers may not resell the Services.
Customer may not use the Services in an attempt to or in conjunction with any device, program or service designed to circumvent technological measures employed to control access to, or the rights in, a content file or other work protected by the copyright laws of any jurisdiction. All rights not expressly granted by the Conference Group are hereby reserved. Customer agrees that it will not take any action to interfere with the Conference Group's ownership of or rights in the Services. The Conference Group is under no obligation to provide Customer with any error corrections, updates, upgrades, bug fixes and/or enhancements. Customer agrees that (except as otherwise provided in this Agreement) it will not: (i) reproduce, republish, display, frame, download (except as expressly authorized herein), distribute, or transmit the Services; (ii) redistribute, encumber, sell, rent, lease, loan, sublicense, assign, or otherwise transfer rights to the Services; (iii) modify or create any derivative works based on the Services, including customization, translation, or localization unless otherwise directed by the Conference Group; (iv) copy, reproduce, reuse in another product or service, modify, alter, or display in any manner any Services or files, or parts thereof, included as part of the SMB Services; (v) decompile, disassemble, reverse engineer, or otherwise attempt to derive the source code of the Services, or in any way ascertain, decipher, or obtain the communications protocols for accessing the Services, or the underlying ideas or algorithms of the Services; (vi) create or use any Services other than that authorized by the Conference Group to access the Services; (vii) attempt to gain unauthorized access to the Services or to any account, application, platform, computer system or network associated with the Services; (viii) use the Services in any way that violates this Agreement, or any other agreements to which Customer is a party, or any law; (ix) remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels in or on the Services or associated with the Services; (x) post, transmit, redistribute, upload, or promote any materials that (a) violate or infringe in any way upon the rights of others, including without limitation copyrights and trademarks, (b) contain corrupted files, viruses, or any other similar Services files the intent of which is to damage the operation of another's computer or the Services, (c) are unlawful, threatening, harassing, abusive, defamatory or invasive of privacy or publicity rights, (d) contain any unsolicited advertising, promotional materials, or other forms of solicitation to other Customers, individuals or entities, (e) encourage conduct that would constitute a criminal offense, or (f) give rise to civil liability; or (xi) undertake any conduct that, in the judgment of the Conference Group, intentionally restricts or inhibits any other user from using or enjoying the Services. Customer will have sole responsibility for the adequate protection and backup of its data and/or equipment used with 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 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.
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.
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 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.
The Conference Group reserves the right, in its sole discretion, to cancel or suspend any or all of 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 (video, 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
9a. What We Collect
We may collect the following information:
- Name and job title.
- Contact information including email address, phone and fax number, and physical address.
- Demographic information such as postcode, preferences, and interests.
- Other information relevant to customer surveys and/or offers.
- Anonymous information such as IP addresses or other numeric codes used to identify the computer or other device used to access our website.
What we do with the information we gather:
- Internal record keeping.
- We may use the information to improve our products and services.
- We may periodically send promotional email about new products, special offers or other information which we think you may find interesting using the email address which you have provided.
- From time to time, we may also use your information to contact you for market research purposes. We may contact you by email, phone, fax or mail.
- We may use the information to customize the website according to your interests.
- We may use it to improve the Conference Group website and measure the effectiveness of marketing efforts on the Conference Group website.
- We will never sell your information.
We do not keep any credit or other payment information longer than is necessary in order to comply with legal, tax, and auditing requirements.
9c. Children's Information
TCG is committed to protecting the privacy needs of children and we encourage parents and guardians to take an active role in their children's online activities. TCG does not knowingly collect information from children under the age of 13 and TCG does not target its websites to children under 13. If we determine that an individual under the age of 13 has submitted information to a TCG website, we will delete the information immediately.
We are committed to protecting the personal information you share with us. In order to prevent unauthorized access or disclosure, we have put in place suitable, physical, industry-standard, electronic and managerial procedures to safeguard and secure the information we collect online. We recommend you take every precaution in protecting your personal information when you are on the Internet. For example, change your passwords often, use a combination of letters and numbers when creating passwords, and make sure you use a secure browser. No method of transmission over the Internet, or method of electronic storage is 100% secure; however. Therefore, we cannot guarantee its absolute security. TCG is not responsible for unauthorized access to such personal information by hackers or others who obtain access through illegal measures.
9e. Your Rights
In some countries and in particular if you reside in the European Union, you have the right to ask us of a copy of your personal information; to correct or to delete or restrict (stop any active) processing of your personal information and to obtain the personal information you provide to us with your consent in a structured, machine readable format.
In addition, if you reside in the European Union, you can object to the processing of your personal information in some circumstances (in particular, where we don't have to process the data to meet a contractual or other legal requirement, or where we are using the data for direct marketing).
9f. Retention of Personal Information
- Where we process our customer employee personal information to communicate and manage our customer's relationship, we do this for as long as we provide our products and services to our customer and for a maximum of eighteen (18) months after this.
- Where we process personal information for marketing or business analytic purposes or with your consent, we process the data until you ask us to stop and for a short period after this (to allow us to implement your requests). We also keep a record of the fact that you have asked us not to send you direct marketing or to process your data so that we can respect your request in future.
We will retain your personal information to fulfill the purposes for which it was collected or as required for legitimate purposes, to resolve disputes, to enforce our agreements, or as required by law, regulation, or contractual requirements.
9g. Access to Personal Information; Opt-Out Preferences
Upon request The Conference Group will provide you with information about whether we hold any of your personal information. Individuals seeking access to their personal information that we collected directly from an individual, whether to confirm such information, update it or request removal or other changes, may contact us at firstname.lastname@example.org. We will respond to your request within a reasonable timeframe.
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).
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 attorney 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.
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, the allocation of risk, 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.
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.
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: email@example.com. All notices must be in English.
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 June 19, 2018