Terms of Service for iMeet® Services
IMPORTANT- READ CAREFULLY: YOUR USE OF THE iMEET SERVICES, INCLUDING ANY BETA SERVICES AND/OR FREE SERVICES, (THE "SERVICES") IS AT ALL TIMES CONDITIONED UPON YOUR AGREEMENT TO THESE TERMS AND CONDITIONS, AS UPDATED BY PGi FROM TIME TO TIME. BY COMPLETING THE ELECTRONIC SIGN-UP/REGISTRATION PROCESS AND CLICKING THE ACCEPTANCE OF TERMS, YOU REPRESENT AND WARRANT THAT YOU: (I) ARE 18 YEARS OF AGE OR OLDER; (II) ARE, OR ARE AUTHORIZED TO SIGN FOR AND BIND, THE CONTRACTING PARTY DEFINED BELOW AS "CUSTOMER," AND (III) HAVE READ, UNDERSTAND AND AGREE ON BEHALF OF CUSTOMER TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS FOR USE OF THE SERVICES. OTHERWISE, DO NOT CLICK THE ACCEPTANCE OF TERMS.
1. Services and Pricing.
(a) Subscriptions. Customer will pay American Teleconferencing Services, Ltd. d/b/a PGi ("PGi") for the Services, according to these Terms of Service (this "Agreement") and at the listed rates and for those fees and/or other charges as set forth herein or on www.iMeet.com (the “iMeet Web Site”). CUSTOMER ACKNOWLEDGES AND AGREES THAT PGI RESERVES THE RIGHT TO CHANGE 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 NOTICE. WITHOUT LIMITING THE FOREGOING, PGI 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, NEW OR ADDITIONAL FEATURES AND/OR "APPS") AT ANY TIME AS PROVIDED IN THIS AGREEMENT. PRIOR TO USING ANY SERVICES, CUSTOMER AGREES (I) TO BE SOLELY RESPONSIBLE FOR REGULARLY REVIEWING PGI'S CHARGES AND FEES, WHICH ARE AVAILABLE ON THE iMEET WEB SITE, AND (II) TO OBTAIN TIMELY NOTICE OF CURRENT CHARGES AND FEES, INCLUDING ANY INCREASES OR OTHER CHANGES. (b) Taxes and Other Charges. PGi may, in its sole discretion, change its payment terms or billing methods at any time. Without limiting any other rights herein, PGi may suspend Services if PGi determines, in its sole discretion, that Customer's previous payment record so warrants. Customer will pay, and PGi reserves the right to collect in arrears, all sales, use, consumption, goods and services, excise or other taxes (other than taxes based upon PGi net income), fees, surcharges, 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 PGi, 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 PGi with a current, valid exemption certificate from the applicable regulatory authority. (c) Subscription License Fees. Customer will pay PGi a subscription license fee per Named User, as such term is defined in Section 5(b) below, (“Subscription License Fee”) in addition to any additional fees or charges for use of the Services, including without limitation any overages fees and per-minute fees (including dial out and local access per minute rates) and other fees or charges associated with use of the Services provided and not otherwise designated as specifically and expressly waived pursuant to an applicable valid promotional offer. Customer will be billed for and Customer shall pay all invoices, in their entirety, for each applicable period during the term of this Agreement. All Subscription License Fees are prepaid and non-refundable, and audio minutes not included in subscription plans are billed in arrears, with payments due within thirty (30) days after the date of invoices. . 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. (d) Disputes. Past-due balances not reasonably disputed in good faith as herein provided 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, and Customer shall pay any collection costs, including reasonable attorneys' fees, and other expenses incurred by PGi to collect any such sums due under this Agreement. Customer must notify PGi of any charge disputed in good faith, with supporting documentation, within thirty (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. (d) Credit Card Payments. 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 PGi from the card issuer or its agents, Customer will pay all amounts due upon demand by PGi. Each time Customer uses the Services, or allows or causes the Services to be used, Customer agrees and reaffirms that PGi is authorized to charge Customer's designated card in connection with the Services. Customer further agrees that PGi may submit additional charges for use of the Services each month, in accordance with this agreement, without further authorization from Customer, until you provide prior written notice (in accordance with PGi verification procedures, as may be established by PGi 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 PGi reasonably could act on such notice. When Customer provides its card information to PGi (or its designated licensees or subcontractors), Customer represents and warrants to PGi that Customer is the authorized user of Customer's designated card. Customer agrees to promptly notify PGi of any changes to Customer's designated card account number, its expiration date or Customer's billing address, as applicable, and Customer agrees to notify PGi if such designated card expires or is cancelled for any reason. For the avoidance of doubt, the designated card account holder is responsible for all charges incurred, including applicable taxes, and all purchase made by such account holder or anyone that uses the card. WITHOUT LIMITING ANY OTHER REMEDY HEREIN, IF RECURRING FEEES ARE NOT PAID IN A TIMELY MANNER, OR IF PGi IS UNABLE TO PROCESS CUSTOMER'S TRANSACTION(S) USING THE DESIGNATED CARD INFORMATION PROVIDED, PGi RESERVES THE RIGHT TO SUSPEND AND/OR TERMINATE THE SERVICES. (e) Upgrades. Where permitted by PGi, at its sole discretion and subject to Customer meeting all pre-conditions identified or communicated to Customer for the upgrade offer to Customer, Customers may upgrade subscription plans for Services. Nothing herein shall be deemed to require PGi to permit and/or allow any upgrades. For the avoidance of doubt, to the extent permitted by PGi and Customers meet all pre-conditions Customer shall remain responsible for all fees and charges due and incurred for Services provided under an existing subscription plan through the upgrade effective date and is not and will not be entitled to any partial months’ credits or refunds of any kind as a result of the upgrade. After any upgrade effective date, Customer shall be responsible for the increased fees and charges associated with the upgrade, including without limitation any new and/or additional charges associated therewith, which may include without limitation, for any overages. (f) Additional Billing Terms for All Plans. Services will be billed in U.S. dollars, unless expressly stated otherwise by PGi or agreed upon by the parties, in writing. Without limiting any other applicable fees and charges, Customer will be charged overage fees for minutes used and exceeding minimums available to Customer pursuant to specific service plans offered from PGi and agreed to by Customer. Pooling of audio minutes from multiple Named Users (as the term “Named User” is defined in Section 5(b) below) is not permitted, and overage fees automatically apply for any Named User using more than the number of audio minutes set forth as available in any given month at the rate(s) as designated by PGi. International rates and surcharges apply on a per minute basis for all calls originating outside the non-contiguous United States and/or international dial-out. Call set-up and disconnect charges also apply to all inbound and outbound legs of all calls. PGi 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. Services that are not listed herein, including Enhanced Services such as moderator set-up, cancellation, rescheduling and no-show fees for Operator Assisted calls, are subject to PGi’s Standard Charges, which are available upon request from Customer’s PGi Sales Representative. A $0.30 per minute surcharge applies for any international dial out call legs connecting with mobile phones and/or devices outside of the U.S. or Canada. PGi is required by the Federal Communications Commission (FCC) to contribute to the federal Universal Service Fund (USF), which subsidizes telecommunications services in high cost and rural areas and services to low income consumers, schools, libraries and rural health care providers. To recover the cost of its federal USF contributions, PGi assesses federal USF charges equal to the then-applicable quarterly contribution factor (as established by the FCC) times the portion of your invoice subject to federal USF charges. PGi will not provide advance notice of any change in the quarterly USF contribution factor or USF charges. USF charges are not a tax or government-required charge. PGi applies a per minute surcharge to each toll-free minute originating from Alaska, Hawaii, any U.S. Territory, the Caribbean or Canada. Domestic toll free usage is not available for the Services
2. Term and Termination.
(a) Term. This Agreement is effective on and its term shall begin from the date Customer, after reviewing these Terms and Conditions, electronically accepts them and shall continue unless and until terminated as provided herein (a “Subscription Term” or “Subscription License Term”). All Subscription Terms shall automatically renew for successive terms ("Renewal Terms," and together with the Subscription Term, the “Term”) equal to the length of the most recent term for Services, and Customer shall be liable for the its then-current Subscription License Fees for such Renewal Term, unless either party delivers written notice of intention not to renew at least 30 days prior to the expiration of the applicable Subscription Term or any Renewal Term. (b) Promotional Term; Free Trial Term. If Customer uses Services pursuant to a promotional offer granting free Services and/or a free trial for Services, which may include without limitation the waiver of a certain Subscription License Fees and/or other charges as defined by a particular promotional offer ("Free Services"), Customer will receive use of the Free Services solely for a limited period of time and all use of Free Services shall be subject to the terms herein and any and all other restrictions, limitations and conditions identified or communicated to Customer with the specific Free Services offer, including without limitation, Customer is and will remain liable for all charges not otherwise designated as specifically and expressly waived pursuant to the applicable promotional offer. Notwithstanding any other provision in this Agreement, all Free Services are provided solely as an accommodation to Customer, and PGi reserves the right, at all times and in its sole discretion, to terminate or modify any Free Services at any time without notice, including without limitation for any abuse of the Free Services and/or Customer’s failure to pay fees and charges not otherwise designated as specifically and expressly waived pursuant to the applicable promotional offer. CUSTOMERS SIGNING UP TO PAY FOR SERVICES BY CREDIT OR DEBIT CARDS, ACKNOWLEDGE AND AGREE THAT AS A CONDITION TO RECEIVE ANY FREE SERVICES, A SUBSCRIPTION FEE 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 SERVICES PERIOD, UNLESS CUSTOMER TERMINATES SERVICES IN ACCORDANCE WITH THE TERMS OF THE SPECIFIC PROMOTION AND/OR THIS AGREEMENT. FOR THE AVOIDANCE OF DOUBT AND NOTWITHSTANDING ANY OTHER PROVISION HEREIN, IN THE EVENT ANY PROMOTION HAS SUBSCRIPTION FEES NOT IMPLEMENTED UNTIL AFTER THE END DATE FOR FREE SERVICES ("RATE IMPLEMENTATION DATE"), AND PGi AGREES TO MAKE AVAILABLE ANY FREE SERVICES TO CUSTOMER PRIOR TO SUCH RATE IMPLEMENTATION DATE, UNLESS THE PARTIES OTHERWISE EXPRESSLY AGREE IN WRITING, CUSTOMER'S INITIAL SUBSCRIPTION TERM FOR SERVICES SHALL BE EXTENDED BY THE LENGTH OF THE FREE SERVICES PERIOD; PROVIDED, HOWEVER, IF SUCH FREE SERVICES PERIOD WOULD RESULT IN CUSTOMER'S INITIAL SUBSCRIPTIONTERM ENDING IN THE MIDDLE OF A BILLING CYCLE, THE INITIAL SUBSCRIPTION TERM SHALL BE EXTENDED TO THE LAST DAY OF SUCH BILLING CYCLE. (c) Beta Version. With respect to any Beta version of any of the Services (the "Beta Services") made available to Customer for purposes of evaluation and feedback, Customer acknowledges that the Beta Services may contain bugs, errors and other problems and is provided to Customer "as-is." To the extent permitted by law, PGi DISCLAIMS ANY WARRANTY OR LIABILITY OBLIGATIONS TO CUSTOMER OF ANY KIND WITH RESPECT TO THE BETA SERVICES. Customer further acknowledges the importance of communication between PGi and Customer during Customer's use of the Beta Services and hereby agrees to receive related correspondence and updates from PGi and its suppliers. In the event Customer requests to opt-out from such communications, Customer's use of the Beta Services may be canceled. Customer also hereby acknowledges that PGi has not made any representations, promises or guarantees that the Beta Services will ever be announced or made available to anyone in the future and that PGi has no express or implied obligation to Customer to announce or introduce the Beta Services. With respect to the Beta Services, this subsection shall supersede any other terms and conditions contained herein, but only to the extent necessary to resolve conflict. In addition to and without limiting any other rights or remedies PGi has, if PGi determines, in its sole discretion, that Customer has violated any conditions of and/or limitations on the Beta Services, PGi reserves the right to immediately terminate the Beta Services. (d) Termination. 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 thirty (30) days after receipt of written notice of such breach. Terminations by PGi shall be effective as of the date designated in the termination notice. Termination by Customer pursuant to this Section 2(d) shall be effective as provided in Section 2(e) below. Notwithstanding the foregoing, PGi may terminate this Agreement and/or suspend the provision of Services immediately: (i) for illegal, fraudulent, improper or abusive use of the Services (including without limitation Customer's use of the Services in contravention of Section 5, to be determined in PGi's sole discretion); (ii) if deemed reasonably necessary by PGi to prevent interruption or disruption to PGi’s network, its business or other customers; (iii) if any portion of an invoice not reasonably disputed in good faith as herein provided remains unpaid when due; or (iv) for breach, not subject to cure. PGi shall not be liable to Customer or any third party should PGi exercise its right to discontinue Services, in whole or in part, or terminate this Agreement pursuant to this Section 2(d).For the avoidance of doubt, PGi has the right, at all times and in addition to all other termination rights permitted by this Agreement, to terminate any Services provisioned on a month-to-month basis and, as a result, this Agreement for its convenience and without liability by providing at least sixty (60) days prior written notice (invoice stuffers and emails permitted) to Customer, with such terminations effective as of the date designated in the applicable termination notice. (e) Effect of Termination. In the event of any termination, Customer remains responsible for any and all fees and charges due and incurred through the termination effective date. Subscription Fees are prepaid and non-refundable. Customer will not be entitled to any partial month credits or refunds of Subscription Fees, including without limitation any installment payments, of any kind including without limitation if Customer elects to not use the Services prior to the termination effective date.
3. Proprietary Information and Non-Disclosure.
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 information relating to the other party that is of a confidential and proprietary nature ("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 individual or entity 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. Intellectual Property; Marketing; Images and Links.
(a) The Services provided under this Agreement and all associated intellectual and proprietary rights are the sole property of PGi and/or its suppliers, and 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 PGi (the "PGi Marks") during the term of this Agreement without express written consent from PGi. Despite prior approval, Customer will immediately cease and desist using the PGi Marks upon notice from PGi or upon termination of this Agreement for any reason. Any use by Customer of the PGi 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, PGi may terminate this Agreement. (b) Customer is being granted a limited, non-exclusive, non-transferable, non-sublicensable revocable right to use Services, and any software associated with the Services in accordance with the provisions herein during the Subscription License Term. All other rights are reserved by PGi, and Customer agrees that it shall not remove, obscure or alter any proprietary rights notices (including copyright and trademark notices) which may be affixed to or contained within the Services. (c) Customer acknowledges and agrees that all third-party information (such as data files, written text, computer software, music, audio files or other sounds, photographs, videos or other images) which Customer may have access to as part of, or through the use of the Services are the sole responsibility of the individual or entity from which such content originated ("Third-Party Content"). Such Third-Party Content may be protected by intellectual property rights that are owned by the sponsors or advertisers who provides such Third-Party Content to PGi (or by other individuals or entities on their behalf). Customer may not modify, rent, lease, loan, sell, distribute or create derivative works based on this Third-Party Content (either in whole or in part). PGi reserves the right (but shall have no obligation) to pre-screen, review, flag, filter, modify, refuse or remove any or all Third-Party Content from the Services. PGi may also provide tools (but has no obligation) to filter out explicit content, and Customer understands that by using the Services, you may be exposed to Third-Party Content that Customer may find offensive, indecent or objectionable. Customer uses the Services at Customer's own risk. (d) Customer understands that by using the Services with a webcam or other photographic or video device and/or a microphone, Customer will transmit images and audio to users. Customer hereby releases, discharges and agrees to hold harmless PGi, its officers, directors, employees, affiliates and its suppliers from and against any and all claims and demands, including but not limited to, any claims for copyright infringement, defamation, invasion of privacy or right of publicity, arising out of or in connection with any use of the images and/or audio. (e) The Services may include links to other web sites ("Linked Sites"). Customer acknowledges and agrees that such links are provided for convenience only and do not reflect any endorsement by PGi with respect to the providers of the Linked Sites or the quality, reliability or any other characteristic or feature of the Linked Sites. PGi is not responsible in any manner (including without limitation with respect to any loss, damage or injury Customer may suffer) for any matter associated with the Linked Sites, including without limitation, the content provided on or through the Linked Sites or Customer's reliance thereon. PGi MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO ANY LINKED SITES: CUSTOMER'S USE OF ANY LINKED SITE IS SUBJECT TO THE TERMS AND CONDITIONS APPLICABLE TO THAT LINKED SITE AND SOLELY AT CUSTOMER'S OWN RISK. (f) PGi welcomes feedback regarding many areas of PGi’s Services and the iMeet Web Site. Any ideas, suggestions, comments and/or other feedback Customer provides to PGi (“Feedback”) shall be deemed to be non-confidential and PGi shall be free to use such information on an unrestricted basis. Customer should only provide specific Feedback on PGi’s existing Services and should not include any ideas that PGi’s policy will not permit it to accept or consider. PGi or any of its employees do not accept or consider unsolicited ideas of any kind, including ideas for new or improved services, products or technologies, enhancements or new service names. The following terms shall apply to submissions of all Feedback: Customer agrees that: (1) all submissions and their contents will automatically become the property of PGi, without any compensation; (2) PGi may freely and irrevocably use, disclose, reproduce, license, sublicense, distribute or redistribute and otherwise commercialize the submissions and their contents for any purpose and in any way throughout the world, without royalty; (3) there is no obligation for PGi to review the submission; and (4) there is no obligation to keep any submissions confidential. For the avoidance of doubt, Customer will not submit any Feedback to PGi that (1) Customer has reason to believe is subject to any patent, copyright, or other intellectual property claim or right of any third party; or (2) that is subject to license terms that seek to require any PGi product incorporating or derived from any Feedback, or other PGi intellectual property, to be licensed to or otherwise shared with any third party.
5. Customer Registration, Named Users, Content and Conduct.
(a) To use the Services, Customer must be 18 years or older, if an individual, and must complete the sign-up/ registration process, which includes, without limitation, providing a valid email address, agreeing to be bound by all terms applicable to the use of the Services and meeting such other requirements as PGi directs. Customer agrees to maintain and update its registration information as required to keep it current, complete and accurate. If PGi discovers that any of Customer's registration information is inaccurate, incomplete or not current, PGi may suspend and/or terminate Customer's right to access and receive the Services. PGi further retains the right to reject a registration application in its sole discretion and without a requirement to provide a reason. Without limiting the foregoing, PGi may refuse the Services to any individual or entity who has cancelled any number of previous accounts. (b) Only Named Users (as below defined) may schedule conferences using the Services, and there must be only one user/employee assigned to any Named User licenses to be used in connection with the Services. For the avoidance of doubt, Named User licenses cannot be shared among multiple individuals and separate Named User licenses must be purchased for each individual. Named Users may only include up to the total number of Maximum Meeting Participants in any single conference. For the purposes of this provision and the Services, a “Named User” is an individual designated and identified by the Customer as an organizer/administrator who is authorized to schedule conferences using the Services and “Maximum Meeting Participants” means the maximum number of meeting participants, including the Named User, that may be in a conference using the Services at the same time as designated by PGi. Only one conference using the Services may occur at any given time (i.e. no concurrent meetings) per licensed Named User. Named Users may not combine with other Named Users or otherwise expand a conference using the Services scheduled by a Named User to allow more than the Maximum Meeting Participants. For each conference using the Services scheduled by a Named User, the Named User must (1) initiate or schedule the conference; (2) host the conference by entering as a presenter; and (3) act as an organizer of the conference through use of their organizer identification. Customer is at all times responsible for monitoring and maintaining the use of the Named User licenses within the forgoing parameters, and the Customer shall indemnify PGi in the event a claim is brought or damages are incurred due to Customer’s misuse of the Named User license. A Named User designation may not be transferred to another Customer employee except upon (a) termination of the Named User’s employment with Customer, or (b) in all other instances, PGi’s express prior written approval. For so long as PGi supports such selections, Customer may increase its number of Named Users, at any time, by submitting its selections on Customer’s account page (“Customer’s Account Page”). All selections for increases in Named Users by Customer will become an integral part of this Agreement, increase Customer’s Total Subscription Fee and be subject to automatic renewal. Customer will be billed for such increase in Named Users, beginning as of the date of selection. For the avoidance of doubt, all selections and resulting Named Users shall be subject to PGi’s terms and conditions, including without limitation, these Terms of Service for use of the Licensed Services, Customer is fully responsible and liable for any and all selections made on Customer’s Account Page, submission of selections to PGi using Customer’s Account Page will be deemed Customer’s signature and authorization for such orders, and PGi has no obligation to investigate or confirm whether the party submitting an order via Customer’s Account Page has authority to bind the Customer. (c) Customer acknowledges that PGi has no control over the content of information transmitted by Customer through the Services (whether visual, written or audible) and that PGi 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 acknowledges and agrees that PGi shall have no liability for the deletion or failure to store any information, content or data transmitted using the Services. Further, Customer expressly agrees: (i) to comply with all applicable foreign, federal, state/provincial and local laws relating to use of the Services under this Agreement (including without limitation, export and control laws and regulations); (ii) not to upload, post, email or otherwise transmit content through use of the Services that (1) infringes any third-party intellectual property or other proprietary rights or rights of publicity or privacy; (2) is unlawful, threatening, abusive, harassing, tortuous, libelous, defamatory, deceptive, fraudulent, invasive of another's privacy, vulgar, obscene, hateful or discriminatory or otherwise contains objectionable material of any kind or nature; (3) violates any law, statute, ordinance or regulation (including without limitation the laws and regulations governing export control, unfair competition, anti-discrimination or false advertising); (4) is profane, indecent, obscene, harmful to minors or child pornographic; (5) 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; (6) that includes any unsolicited or unauthorized advertising or marketing; or (7) is materially false, misleading or inaccurate or that Customer does not have the right to transmit under any law or under contractual or fiduciary relationships; (iii) not to: (1) impersonate any person or entity, falsely or otherwise misrepresent your affiliation with a person or entity, or forge headers or otherwise manipulate identifiers in order to disguise the origin of any content uploaded, posted, emailed or otherwise transmitted; (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) reproduce, duplicate, copy, sell, trade or resell the Services for any purpose, including Customer may not act as a service bureau for the Services or rent, lease, grant a security interest in, or otherwise transfer any rights in the use of the Services; (5) use or exploit any portion of the Services to provide commercial services to third parties or otherwise generate income from the Services or use the services for the development, production or marketing of a service or product substantially similar to the Services; (6) interfere with, damage, disable, overburden, impair or disrupt hardware, software or networks connected to the Services, or any other users of the Services, or violate the regulations, policies or procedures of any networks; (7) 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; (8) reverse engineer, modify, decompile, disassemble, translate or otherwise attempt to derive source code from any part of the Services or associated software; or (9) use the Services for illegal purposes (including without limitation, gambling or betting); and (iv) Customer is solely responsible for any and all activities that may occur under Customer's account and to maintain the confidentiality and security of its Host ID, access numbers, keys and passwords/passcodes. Customer agrees to notify PGi immediately if there has been an unauthorized use of its Host ID and/or any access numbers, keys and/or passwords/passcodes or any other breach of security, and Customer shall be liable for fraudulent charges until such time as Customer has notified PGi to suspend any compromised Host IDs, access numbers, keys and/or passwords/passcodes. Customer acknowledges that PGi may from time to time monitor for quality assurance and fraud detection and may further gather system data. Further, and notwithstanding confidentiality provisions herein, PGi may disclose information about Customer's use of Services to satisfy any law, regulation, government agency request, court order, search warrant, subpoena or other legal process. (d) Use of conference recording or taping any use of the Services may subject Customer to laws or regulations. Customer acknowledges and agrees that: (i) Customer may not record or tape any Web, video or telephone conversation in connection with the services unless Customer is in compliance with all laws relating to the recording of communications and protecting the privacy of communication for all parties to the conversation. PGi has not and is not expected to provide Customer with any analysis, interpretation or advice regarding Customer's compliance with the above, and Customer is solely responsible and obligated to provide any required notifications to participants prior to commencement of conferences.
Customer shall indemnify, defend and hold PGi, 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 individual or entity accessing the Services through 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 final payment.
7. Warranty and Limitation of Liability. THE iMEET WEB SITE AND ALL SERVICES (INCLUDING ANY APPS) ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND PGi SHALL NOT HAVE ANY LIABILITY TO ANY PARTY, INCLUDING BUT NOT LIMITED TO CUSTOMER, FOR THE CONTENT OF INFORMATION ON THE iMEET WEB SITE OR TRANSMITTED BY CUSTOMER THROUGH THE SERVICES OR ANY LOSS, DELAY, INTERRUPTION OR INACCURACY OR OTHER FLAWS OF SUCH COMMUNICATIONS. TO THE EXTENT PERMITTED BY LAW, PGi 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 OR THE iMEET WEB SITE. WITHOUT LIMITING THE FOREGOING, PGi MAKES NO WARRANTY OR REPRESENTATION REGARDING THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES, AND ANY MATERIAL OR DATA DOWNLOADED, UPLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES OR THE iMEET WEB SITE IS AT CUSTOMER’S DISCRETION AND RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PGi, NOR PGi’S 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, RECORDINGS, COMPUTER TIME OR VOICE TRANSMISSIONS; ALTERATION OR ERRONEOUS TRANSMISSION OF DATA; ACCURACY OF DATA; INABILITY TO USE THE SERVICES TO CONTACT EMERGENCY SERVICES, UNAUTHORIZED ACCESS TO OR USE OF VOICE OR DATA PROCESSED OR TRANSMITTED BY, TO OR THROUGH THE SERVICE; OR PROGRAM ERRORS) EVEN IF PGi IS ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES. PGi SHALL NOT BE LIABLE FOR ANY FAILURE TO PERFORM, OR DELAY IN PERFORMANCE OF, ITS OBLIGATIONS UNDER THIS AGREEMENT CAUSED BY REASONS BEYOND PGi’S CONTROL, WHICH SHALL INCLUDE WITHOUT LIMITATION, POWER OUTAGES OR INTERNET SERVICE DISRUPTION. PGi’S TOTAL LIABILITY TO CUSTOMER ARISING UNDER THIS AGREEMENT, WHETHER SUCH THEORY OF LIABILITY IS BASED IN CONTRACT, TORT OR OTHERWISE, SHALL NOT EXCEED AN AMOUNT EQUAL TO THE CHARGES BY PGi TO CUSTOMER FOR THE PARTICULAR SERVICE PERFORMED BY PGi DURING THE ONE MONTH PERIOD IMMEDIATELY PRIOR TO THE DATE OF EVENT, ACT OR OMISSION GIVING RISE TO THE LIABILITY. IN THE EVENT SOME OR ALL OF THE FOREGOING LIMITATIONS IN THIS SECTION 7 MAY NOT BE EFFECTIVE IN THE APPLICABLE JURISDICTION OR TO THE EXTENT THE APPLICABLE LAW MANDATES A MORE EXTENSIVE WARRANTY, THE APPLICABLE LAW WILL PREVAIL OVER THESE TERMS, PROVIDED, WHERE LEGISLATION IMPLIES WARRANTIES OR CONDITIONS WHICH CANNOT BE EXCLUDED, RESTRICTED OR MODIFIED, PGi’s LIABILITY WILL BE LIMITED, AT PGi’S OPTION AND TO THE EXTENT THAT IT IS ENTITLED, TO THE RE-PERFORMANCE OF THE SERVICES.
8. No Emergency Calls. PGi DOES NOT PROVIDE TRADITIONAL TELEPHONE SERVICES, AND THE SERVICES ARE NOT INTENDED TO SUPPORT OR CARRY ANY EMERGENCY CALLS TO ANY EMERGENCY SERVICES OF ANY KIND. CUSTOMER NEEDS TO MAKE ADDITIONAL ARRANGEMENTS IN ORDER TO ACCESS EMERGENCY SERVICES.
9. Notices. Customer notices for billing or account management purposes will be addressed to the address (postal and/or e-mail address) provided to PGi. Notifications to PGi, including without limitation all termination notices, shall be addressed to: American Teleconferencing Services, Ltd. d/b/a Premiere Global Services, Attn: Legal Department, 3280 Peachtree Road NE, Suite 1000, Atlanta, GA 30305-2422 USA. Without limiting the foregoing, if Customer completed the sign-up/registration process online at the iMeet Web Site to engage PGi for Services, Customer must also follow the requirements to effect termination as set forth on the iMeet Web Site. If Customer has a designated PGi Sales Representatives, Customer must also provide a mandatory copy of any termination notice to such Sales Representative; provided, such copy does and shall not relieve Customer of its obligation to follow any other noticing requirements as set forth in this Agreement. CUSTOMER HEREBY GRANTS PGi EXPRESS CONSENT TO CONTACT ALL INDIVIDUAL ACCOUNT HOLDERS AND MODERATORS TO COMMUNICATE INFORMATION REGARDING PGi’S SERVICES AND PRODUCTS, INCLUDING WITHOUT LIMITATION, UPGRADES, ENHANCEMENTS, END-OF-LIFE, MODIFICATIONS, AND/OR OTHER FEATURE CHANGES. WITHOUT LIMITING THE FOREGOING, CUSTOMER GRANTS PGi EXPRESS CONSENT TO PERIODICALLY CONTACT CUSTOMER AND/OR TO FORWARD TO CUSTOMER’S E-MAIL ADDRESS(ES) ON FILE INFORMATION REGARDING PGi’S SERVICES AND PRODUCTS, INCLUDING WITHOUT LIMITATION, UPGRADES, ENHANCEMENTS, END-OF-LIFE, MODIFICATIONS AND/OR OTHER FEATURE CHANGES AND/OR VARIOUS PROMOTIONAL AND ADVERTISING MATERIALS REGARDING OTHER PGi’S PRODUCTS, SERVICES, MARKETING PLAN AND OTHER BUSINESS RELATED ITEMS. 10. Miscellaneous. 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. Captions/headings are for convenience only and not to be used in construing this Agreement. If any provision herein is held by a court to be illegal, invalid or unenforceable, the remaining terms 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 a party to comply with 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. 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. Each party enters into this Agreement solely for its own benefit and purpose, and except for PGi’s suppliers, 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. This Agreement shall be binding upon and inure to the benefit of the parties' successors, legal representatives and authorized assigns. PGi 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 PGi 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 PGi’s written consent. All sections in this Agreement intended to survive any cancellation, termination, expiration or suspension of this Agreement will so survive. 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 Fulton County, Georgia to resolve any disputes arising hereunder. 11. Entire Agreement. This Agreement constitutes the final, complete and entire agreement between the parties with respect to the subject matter hereof, and supersedes 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. Without limiting any other rights in this Agreement, PGi may amend at any time the provisions of this Agreement by, at PGi’s election: (i) posting revised Terms and Conditions (“Amended Terms”) on the iMeet Web Site; (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); or (iii) by other reasonable means as permitted by applicable laws. All Amended Terms shall automatically be effective the earlier of: (i) the date indicated on the iMeet Web Site or (ii) Customer’s next billing cycle following posting or delivery to Customer. CUSTOMER AGREES TO BE SOLELY RESPONSIBLE FOR REGULARLY REVIEWING THE iMEET WEB SITE TO OBTAIN TIMELY NOTICE OF ANY SUCH AMENDED TERMS AND PGi’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 PGi shall serve to constitute a default or termination by PGi 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. These Terms and Conditions were last revised April 1, 2012, and are subject to periodic revisions and updates.