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Terms of Use

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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