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Terms of Use
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IMPORTANT NOTICE:
please read carefully. This Agreement is between Promptus
Communications Inc. ("us") and you, the User. Promptus Conferencing
embraces all our tools - such as the Application Service Provider and
the Business Manager web portal- of our Group that will give you access
to the Promptus Conferencing services and products you use via the
World Wide Web. The policies below are applicable to Promptus
Conferencing services.
This Agreement sets out the terms and conditions for your use of and
access to the Promptus Conferencing parts that you have permission to
use ("the Service"). The Service incorporates our software products
which are strictly necessary to use the Service and may include
associated software components, media, printed materials and "online"
or electronic documentation ("Software"). If you order or use any of
our services or products, download a software packet containing the
Software or otherwise use our Software or visit our website, you accept
this Agreement and and all of the terms and conditions included within.
We reserve the right to modify this Agreement at any time without
notice to you. The most current version of this Agreement can be
reviewed by clicking on the "Terms of Use" hypertext link located at
the bottom of our web page. We consider your continued access or use of
our services and products as conclusive acceptance of the most current
version of this Agreement. If you do not agree with the terms in this
Agreement, do not use the Service and the Software.
Privacy. Please review our privacy policy that governs your visit
to our websites, your use of our services and products and our
collection and use of your information. You can consult our current
privacy policy, which is an integral part of these Terms of Use and
which is incorporated herein by.reference, by clicking privacy policy.
Payment and Pricing. You agree to purchase Services at the initial rates,
fees and discounts identified by your local customer representative.
Prices may be changed at our discretion, at any time and from time to
time or as per the agreement that you pass with us, hence we strongly
urge you to read the pricing schedules available from your customer
representative, as you will be charged accordingly. Certain services
may incur additional fees, and you should not use the Services if you
do not agree with the payment and pricing provisions set out in the
pricing schedules.
Copyright. Although the Service may be available to you, we and our
suppliers, as applicable, retain ownership of all proprietary rights,
notices and marks in or displayed by the Service. You may not: 1)
distribute any of the contents, either text or graphics, without our
express written permission; 2) include the contents on your own server
or in your own documents without our permission; 3) modify or re-use
the text or graphics located on our websites or 4) remove, deface or
obscure any of ours or our suppliers' copyright or trademark notices or
legends or other proprietary notices on or in the Service.
Trademarks. The names, logos and taglines identifying our products
and services are proprietary marks of us and our affiliates. All other
trademarks and logos that are not owned by us are the property of their
respective owners.
Grant of License. You acknowledge that the Service and Software is
licensed, not sold. Subject to the terms and conditions of this
Agreement, we grant you the right to use the Service and the right to
use and install one copy of required Software, in machine-readable
format only. We have no obligation to provide you with, and this
license does not entitle you to receive, any hard-copy documentation or
other printed materials, technical support services, telephone
assistance or modifications, enhancements or supplements to the
Software. Except as expressly licensed to you in this Agreement, we
retain all right, title and interest in and to the Service and Software
and all copies thereof.
License Restrictions. You have no right and will not, nor will you authorize
or assist others to: (a) produce, manufacture, distribute or copy all
or any portion of the Service and/or Software, except as expressly
allowed in this Agreement, (b) disassemble, reverse engineer or
decompile all or any portion of the Service and/or Software, except and
only to the extent that such activity is expressly permitted by
applicable law notwithstanding this limitation, (c) modify, translate,
or alter all or any portion of the Service and/or Software or (d)
license, sublicense, assign, transfer, rent, lease, sell, encumber or
otherwise transfer title or any other rights in all or any portion of
the Service and/or Software. You will indemnify us against any loss
related to your failure to conform to the requirements of this Section.
Ownership. We and our licensors own the Service, the technology and
subsequent updates and improvements. We grant you the right to use the
Services in accordance with this Agreement, however, you receive no
rights or ownership in the Software, Service or technology. Our Service
and technology contain valuable software, confidential information,
trade secrets, patents, and other intellectual property rights relating
to or residing in our services.
Use of the Service. We do not operate, control or endorse any information,
products or services on the Internet in any way, except for
information, products, or services clearly identified as being supplied
by us. You assume responsibility for implementing procedures to satisfy
your requirements for virus protection, accuracy of data input and
output and for maintaining a means external to the Service for
reconstruction of any lost data you may have outputted or downloaded.
You assume total responsibility and risk for your use of the Service.
Communication and Content. You agree that you are solely responsible for the
content of your communications, whether visual, written or audible. You
agree that you will not use the Service to send unsolicited mass
mailings. You further agree not to use the Service to communicate any
message or material that is harassing, libelous, threatening, obscene,
indecent, would violate the intellectual property rights of any party
or is otherwise unlawful, that would give rise to civil liability, or
that constitutes or encourages conduct that could constitute a criminal
offence, under any applicable law or regulation. Although we are not
responsible for any such communications, we may delete any such content
of which we become aware, at any time without notice.
Content and Indemnity. We shall not be responsible for the content of any
communications made through use of the Service, nor for obtaining any
necessary consents of copyright holders, music licensing organizations,
performers' representatives or other parties for necessary
authorisations, clearances or consents with respect to transmission
contents ("Consents"). You agree to indemnify, defend and hold harmless
us from and against any court, administrative or agency action, suit or
similar proceeding, whether civil or criminal, private or public,
arising out of or related to transmission contents, including but not
limited to claims, actual or alleged, relating to any violation of
copyright law, export control laws, failure to procure Consents, or
that such transmission contents are libelous, slanderous, an invasion
of privacy, pornographic or otherwise unauthorized or illegal;
provided, however, that we promptly notify you of any such claim. You
agree to indemnify, defend and hold harmless us from and against any
claim in connection with the spoken or written content of a
videoconference or other conference, and the production, reproduction,
sale circulation and use of any conference summaries and any
documentation supplied by you for distribution, publication or
broadcast to others; provided, however that we promptly notify you of
any such claim.
Accuracy of Information. We take all reasonable attempts to maintain the accuracy
of information contained on our websites, however neither We nor our
contributors can be held responsible for the accuracy of information.
We will take reasonable measures to correct inaccuracies upon notice.
Use of Internet. Some of our services and products are accessible via the
Internet and other telecommunications networks. As these networks are
entirely independent of us, our affiliates, subsidiaries or agents, we
are not liable to you in any way for the acts or omissions of other
providers of telecommunications or Internet services or for faults in
or failures of their equipment or networks. You assume total
responsibility and risk for your use of the Internet and other
telecommunications networks.
Links to Third Party Sites. The links contained in our web pages may allow you to
leave our websites. We have neither control, nor any responsibility for
the contents of any linked site, or any changes or updates to such
sites. We provide these links to you only as a Convenience, and without
any implied endorsement by us for use of the third party site.
Member Account, Password
and Security. Some of our services may
require you to open an account, and/or complete a registration form. If
you are assigned a password and user name, or asked to choose a
password and user name, you are responsible for maintaining the
confidentiality of your password and account. You are responsible for
any and all activities that may occur under your account and you agree
to notify us immediately if there has been an unauthorized use of your
account or any other breach of security. We are not liable for any loss
that you may incur as a result of someone else using your password or
account, either with or without your knowledge.
Disclaimer of Warranties. YOU UNDERSTAND AND AGREE THAT THE SERVICES AND SOFTWARE
ARE PROVIDED "AS IS" AND "AS AVAILABLE" AND WE EXPRESSLY DISCLAIM ALL
WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT
LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS, FOR A PARTICULAR
PURPOSE OR NON-INFRINGEMENT. WE MAKE NO WARRANTY OR REPRESENTATION
REGARDING THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES
OR SOFTWARE, REGARDING THE ACCURACY OR RELIABILITY OF ANY INFORMATION
OBTAINED THROUGH THE SERVICES, REGARDING ANY TRANSACTIONS ENTERED INTO
THROUGH THE SERVICES OR THAT THE SERVICES WILL MEET ANY USER'S
REQUIREMENTS, OR BE UNINTERRUPTED, TIMELY, SECURE OR ERROR FREE. USE OF
THE SERVICES AND SOFTWARE IS AT YOUR SOLE RISK. ANY MATERIAL AND/OR
DATA DOWNLOADED, UPLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE
SERVICES IS AT YOUR OWN DISCRETION AND RISK. YOU WILL BE SOLELY
RESPONSIBLE FOR ANY DAMAGE TO YOU OR TO THIRD PARTIES RESULTING FROM
YOUR USE OF THE SERVICES OR SOFTWARE. THE ENTIRE RISK ARISING OUT OF
USE OR PERFORMANCE OF THIS SERVICE AND SOFTWARE REMAINS WITH YOU. IT IS
SOLELY YOUR RESPONSIBILITY TO EVALUATE THE ACCURACY, COMPLETENESS AND
USEFULNESS OF ALL OPINIONS, ADVICE, SERVICES, MERCHANDISE AND OTHER
INFORMATION PROVIDED THROUGH THE SERVICE OR THE INTERNET GENERALLY.
Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO
EVENT WILL WE OR OUR AFFILIATES, SUPPLIERS AND PARTNERS BE LIABLE FOR
ANY SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY OR CONSEQUENTIAL DAMAGES
WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS
PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY
OTHER PECUNIARY LOSS OR DAMAGE) ARISING OUT OF THE USE OF OR INABILITY
TO USE THE SERVICES OR THE SOFTWARE OR THE PROVISION OF OR FAILURE TO
PROVIDE TECHNICAL OR OTHER SUPPORT SERVICES, WHETHER ARISING IN TORT
(INCLUDING NEGLIGENCE) CONTRACT OR ANY OTHER LEGAL THEORY, EVEN IF WE,
OUR AFFILIATES, SUPPLIERS OR PARTNERS HAVE BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES. IN ANY CASE, OURS, OUR AFFILIATES,
SUPPLIERS AND PARTNERS MAXIMUM LIABILITY AND YOUR EXCLUSIVE REMEDY FOR
ANY CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED
ANY AMOUNT ACTUALLY REALIZED BY US (LESS ANY PAYMENTS TO YOU) DURING
THE TWO (2) MONTH PERIOD IMMEDIATELY PRECEDING ANY SUCH LIABILITY.
General Indemnification. You agree to indemnify, defend and hold harmless us, our
officers, directors, employees, officials, suppliers, licensors,
agents, and any third party information providers to the Service from
and against all damages, losses, expenses and costs, including
reasonable legal fees, arising from your violation of this Agreement,
your use of our Service, your infringement, or infringement by any
other user of your account, or any other right of any person or entity.
Publicity and Release. We may use your name or logo on our website or
in marketing materials relating to the Service. With your prior review
and approval, which will not be unreasonably withheld, we may issue a
press release announcing your use of our services and products.
Term and Termination. This Agreement may be terminated by either party, with
or without notice at any time for any reason. Once you have terminated
this Agreement, you may no longer use the Service. The following
provisions of this Agreement shall survive any termination: Copyright,
Grant of License, Use of Service, Use of Internet, Indemnification and
Miscellaneous.
Miscellaneous
1. Choice of law. This Agreement shall be governed by and construed in
accordance with the laws of New South Wales, without giving effect to
applicable conflict of laws provisions. The application of the United
Nations Convention on the International Sale of Goods is hereby
expressly excluded. The parties agree to submit to the exclusive
jurisdiction and venue of the applicable courts of New South Wales, for
the purposes of enforcing any claim arising under these terms and
conditions.
2. General Provisions. We may assign our rights and duties under this Agreement
to any party at any time without notice to you. We reserve the right to
modify our website and policies at any time without notice to you. If
any of the terms in this Agreement are deemed invalid, that term will
be deemed severable and will not affect the validity and enforceability
of any remaining conditions. The captions and headings used in this
Agreement are for reference only and will not be considered in
construing this Agreement. This Agreement embodies the entire agreement
between the parties. Any and all our rights and remedies upon your
breach or other default under this Agreement will be deemed cumulative
and not exclusive of any other right or remedy conferred by this
Agreement or by law or equity on us, and the exercise of any one remedy
will not preclude the exercise of any other. |
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