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IMPORTANT- READ CAREFULLY: USE OF THIS WEBSITE AND/OR THE SERVICES CONSTITUTES CUSTOMER'S COMPLIANCE AND ACCEPTANCE OF THESE TERMS OF USE. IF CUSTOMER DOES NOT AGREE WITH THESE TERMS OF USE, DO NOT USE THE SITE OR THE SERVICES. CUSTOMER IS ENCOURAGED TO PRINT OR DOWNLOAD THESE TERMS AND CONDITIONS AND SAVE THEM FOR CUSTOMER'S RECORDS.

Terms of Use


These terms of use of Conference Plus, Inc. ("ConferencePlus") posted on the ConferencePlus website (the "Site") http://www.conferenceplus.com (collectively, the "Terms of Use") govern the use of the Site and/or the Services (as defined below) by any person or entity using the Services (the "Customer"). Please read the Terms of Use carefully before using the Site or installing, accessing, or otherwise using the Services. For purposes of the Terms of Use, "Services" are defined to mean the: (i) use of audio, video and web conferencing services including related products and services; (ii) ConferencePlus Services (as defined below); (iii) Third Party Services (as defined below); (iv) provision of information on the Site; (v) ability upload, download, view and/or display content on the Site; and (vi) search features on or through the Site. By using the Site and installing, accessing, or otherwise using Services, Customer agrees to be bound by the Terms of Use. Modifications to the Terms of Use are available on the Site and are subject to change at any time without notice to the Customer.

Registration Requirements
To purchase, trial or use products or Services or to access technical support, Customer must register with the Site. ConferencePlus requires Customer to provide information including name, company, title, address, phone number, email address and time zone. Upon submitting this information, each Customer will receive an "account." Customer will be required to select a secure password. Customer is responsible for keeping the password confidential and will be responsible for any activity that occurs on the account.

Customer's Accounts
Customer is responsible for maintaining the confidentiality of Customer's accounts, owner numbers, conference codes, 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. ConferencePlus does not sell products or services for children. Customer will not allow children under 18 to use the Services without the supervision of a parent or guardian. Customer agrees to immediately notify ConferencePlus of any unauthorized use of Customer's account of which Customer become aware. ConferencePlus is not responsible for any loss or damage arising from Customer's failure to comply with the provisions of this section.
EACH TIME CUSTOMER USES THE SITE, CUSTOMER REPRESENTS THAT EACH PARTICPANT IS EITHER: (A) 18 YEARS OF AGE OR OLDER; OR (B) A MINOR WHO IS USING THIS SITE UNDER THE SUPERVISION, AND WITH THE VERIFIABLE PERMISSION OF, A PARENT, GUARDIAN OR OTHER RESPONSIBLE INDIVIDUAL FOR SUCH USE AND FOR THE COLLECTION OF CERTAIN INFORMATION IN ACCORDANCE WITH THE TERMS OF USE.

Service Description
The Terms of Use govern the purchase and use of the Services, some that may be provided by ConferencePlus ("ConferencePlus Services") and others that are provided by third party suppliers ("Third Party Services"). Customer hereby acknowledges and agrees that ConferencePlus may use third party suppliers to provide Services to Customers ("Suppliers"). ConferencePlus may alter, expand, reduce, or terminate the Site and/or Services, in whole or in part, at any time and from time to time, in its sole discretion without notice to Customer. ConferencePlus shall not be liable to the Customer or to any third party for any modification, suspension or discontinuance of the Site or Services. ConferencePlus reserves the right to refuse to modify, deny or suspend access to the Site or Services to anyone at any time without notice. ConferencePlus shall not be liable to Customer or to any third party for any modification, suspension or discontinuance of the Site or Services. To use the Site and Services, Customer will need access to the World Wide Web, and must pay any fees associated with its use of such access and the Services obtained. ConferencePlus currently uses SSL technology on some Site pages to help protect information that passes over the Internet. Customer must have certain browser capabilities to take advantage of this encryption technology. It is solely the Customer's responsibility to evaluate the accuracy, completeness and usefulness of all Services and information provided on the Site, including any translation or transcription services. Customer assumes total responsibility and risk for use of the Services and information provided on the Site. ConferencePlus reserves the right to reclaim any dial-in numbers at any time. Customer acknowledges that not all Services can be guaranteed from all locations including, but not limited to via mobile telephones, pay phones or satellite phones due to various in-country, carrier or other restrictions.

Payments, Rates, Charges and Taxes

Payments and Charges
In the absence of other arrangements, ConferencePlus will bill Customers usage to a credit card provided by Customer. By providing ConferencePlus with Customer's credit card information, Customer is authorizing ConferencePlus to bill this credit card for all Services rendered. ConferencePlus will automatically bill the credit card until Customer provides ConferencePlus written notice of cancellation and ceases to use the Service. Customer will not receive any credits or proration during the month of cancellation. Customer may obtain Conference Plus' standard rates through Customer's sales or account representative. In the event that the customer provided credit card is no longer suitable for payment, regardless of the reason, ConferencePlus has the right to suspend the customers account until other payment arrangements are made and the account is in good standing.
For customers with sufficient credit, at ConferencePlus' sole discretion, ConferencePlus will invoice Customer for use of Services monthly. Customer agrees to pay the invoice within thirty (30) days of the date of the invoice and will be subject to a late payment charge of 1.5% of the total outstanding amount due per month or the highest rate permissible under the applicable law, whichever is lower. ConferencePlus may require a deposit or other form of advance payment prior to providing or continuing to provide Services, subject to Conference Plus' evaluation of Customer's credit.

Unpaid Charges
In the event charges due are not paid on time and in full for any reason, ConferencePlus shall have the right to suspend all or any portion of the Services until such time as all charges and applicable interest amounts and/or late fees have been paid. Following such payment, ConferencePlus may reinstate Services only upon adequate assurance of Customer's ability to pay for Services, including modified payment terms such as providing a deposit, prepayment and/or accelerated invoicing. Such suspension shall not relieve Customer of any payment liability. Customer agrees to reimburse ConferencePlus for any costs, expenses, or fees expended by ConferencePlus in connection with any collection efforts against Customer, including reasonable administrative costs and any professional fees incurred, including attorneys' fees.

Dispute Process
If Customer disputes any portion of an invoice, Customer shall pay the undisputed portion by the applicable due date. Customer shall also provide ConferencePlus with written notice of the basis for the dispute, in sufficient detail for ConferencePlus to investigate such dispute, such notice to be provided by the date payment would have been due. The parties shall thereafter work together in good faith to resolve any dispute as quickly as possible.

Rates
Any generally available features or upgrades to the Services will be provided to Customer on terms and prices generally available to the public or as otherwise agreed by the parties in writing. All rates hereunder are exclusive of all taxes.

Rate Changes
CUSTOMER ACKNOWLEDGES AND AGREES THAT SERVICE FEES, STANDARD RATES, INCLUDING RATES FOR INTERNATIONAL SERVICES ARE SUBJECT TO CHANGE AT ANY TIME WITHOUT NOTICE TO CUSTOMER.

Taxes and Regulatory Fees
ConferencePlus is required by the Federal Communications Commission (FCC) to contribute to the Federal Universal Service Fund (FUSF) to preserve and advance universal telecommunications services. The FCC sets the rate that ConferencePlus is required to contribute. The FCC can increase or decrease the rate on a quarterly basis. The FCC permits ConferencePlus to assess a monthly surcharge for the recovery of contributions paid by ConferencePlus to FUSF and ConferencePlus does assess such a charge. ConferencePlus reserves the right to change the amount of the assessment based on changes made to the FUSF rate by the FCC. Customer will pay any taxes, whether federal, state, local, municipal or VAT that may be imposed upon or with respect to the Services performed hereunder, except for taxes on Conference Plus' net income. Customer shall be fully responsible for payment for all Service including applicable fees, duties, tolls, administrative assessments, surcharges, or taxes, including without limitation, any fraudulent or unauthorized usage.

License
Subject to Customer's compliance with the Terms of Use and with any end-user terms and conditions as required by Suppliers, ConferencePlus hereby grants Customer a non-exclusive, non-transferable license to use the Services during the Term. Except as specifically set forth herein, ConferencePlus or Suppliers as applicable, retain all rights, title, and interest, including all intellectual property rights, relating to or used to provide the Services, including without limitation all technology, telephone numbers, web addresses, software, 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 related to the Services. Customer agrees that use of Supplier services or products may be subject to compliance with end user licensing agreements, terms and conditions, privacy policies, or other agreements of such Supplier (collectively defined as "Supplier Requirements") and agrees to review and comply with all Supplier Requirements, whether provided by Conference Plus, Supplier or otherwise made available on Supplier's web site. Customer acknowledges that these Supplier Requirements may change from time to time without notice to Customer and Customer is responsible for reviewing and complying with the Supplier Requirements. Customer will defend, indemnify and hold harmless ConferencePlus for any Customer violations of Supplier Requirements. Other than using the Services for conferences or meetings in which Customer is an active participant, Customer may not resell, distribute or otherwise generate income from the Services or the Site unless Customer is subject to a Conference Plus Agent Agreement.

Subscription Services
Your use of subscription services that offer unlimited use are limited to reasonable business usage. Subscription accounts cannot be shared. Usage above reasonable usage volumes, usage that disproportionably impacts ConferencePlus network resources, or usage that interferes with the reasonable use of the service by other users are a violation of these Terms and Conditions. If we determine, at our sole discretion, that you are using an unlimited service in violation of the ConferencePlus Terms and Conditions, or in any other manner that we deem to be unreasonable or excessive, then we may terminate individual calls, or, after providing notice to you, terminate your service, decline to renew your services, or offer you a different service plan with no unlimited usage components. Employees within the same organization who will be participating on a Microsoft Office Live Meeting web conference must have separate ConferencePlus One Named Users USL accounts.

Named User
"Named User USL" means any internal employee of the customer who will access the Live Meeting service. External attendees of the customer do not require a license. The Live Meeting Standard Edition allows up to seventy five (75) meeting participants per meeting. Named Users USLs may not 'combine' with other Named User USLs or otherwise expand a Live Meeting scheduled by a Named User USL to allow more than this maximum number of meeting participants. Only one (1) Live Meeting conference may occur at any given time (i.e., no concurrent meetings) per licensed Named User USL. For each Live Meeting conference, at least one (1) Named User USL must schedule the Live Meeting conference and must: (i) "host" the Live Meeting conference by entering it as a presenter, and (ii) act as an organizer of the Live Meeting conference through use of their organizer identification. There may be only one user/employee assigned to a Named User USL license. Named User USL licenses cannot be shared among multiple individuals and separate Named User USL licenses must be purchased for each individual. Customer is responsible for monitoring and maintaining its use within the foregoing parameters.

Service Term
By signing up for ConferencePlus One subscription service, you agree to an initial service term of 12 months from the date that your ConferencePlus One service account is initiated. You also agree to have the payment amount charged to a credit card that you provide to ConferencePlus, according to the Billing Option you selected when signing up for service. Available billing options for ConferencePlus One service include: 1) Annual pre-payment for the entire list annual amount for 12 months of ConferencePlus One service, or 2) Monthly payment of the monthly list amount in 12 concurrent payments. In addition to selecting one of the payment options, you must provide a valid credit card and you agree to allow ConferencePlus to charge the applicable fees to your credit card, according to the payment option you selected.

Service Renewal
Your ConferencePlus One service will be automatically renewed at the price list in effect at the end of the initial Order Term for yearly periods, and each Term extension thereafter, unless you provide written termination notice at least sixty (60) days prior to the end of then current Term or Term extension. Failure to provide termination notification shall not be considered grounds for non-payment. ConferencePlus reserves the right to terminate your ConferencePlus service with 60 days notice, upon three (3) years from the initial start date of the service.

Intellectual Property and Copyright Information
All content, excluding recorded conferences, included on the Site, including, without limitation, all text, trademarks, service marks, graphics, logos, button icons, images, audio clips, and software including third-party names, product names, and brand names ("Content") and the compilation of the Content, is the property of ConferencePlus or its content suppliers and protected by U.S. and international copyright laws. Any reproduction, modification, distribution, transmission, republication, display, or performance, of the Content on the Site is strictly prohibited. ConferencePlus reserves all other rights, including the right to remove any Content, third party Content and/or recorded conferences.

Certain Content is reprinted with the permission of the authors or other owners of the copyright in such Content ("Third Party Content"). The ideas and concepts in any Third Party Content are solely those of the respective authors and not of Conference Plus. ConferencePlus does not endorse, warrant, guarantee or otherwise certify any Third Party Content in any application or usage.

Recorded conferences remain the property of the original owner and ConferencePlus provides storage, publication, tracking and other services on behalf of the owner of the recorded conferences. Recorded conferences are not Content or Third Party Content and ConferencePlus makes no representation to the Customer as to the ownership of recorded conferences or any legal protection(s) that may be applicable to recorded conferences. ConferencePlus does not endorse, warrant, guarantee or otherwise certify any recorded conferences in any application or usage. ConferencePlus is not responsible or liable to Customers or any other party for any information contained in any recorded conferences.

The following are registered trademarks of Conference Plus, Inc.:
  • ConferencePlus�
  • ECONFER (Stylized)�
  • CPI CONFERENCE PLUS, INC� (and Design)
  • ConferenceAnytime
  • WebPlus
  • ViewPlus


The following are trademarks of Conference Plus, Inc.:
  • AudioPlus
  • VideoPlus
  • EnhancementPlus
  • ConferencePasscode
  • ConferenceAssistant
  • ConferenceManager
  • ReportsPlus
  • Event Manager
  • Express Join
  • Share Portal
  • Instant Connect
  • Privacy PIN
  • Share Center



The ConferencePlus logo is a trademark of Conference Plus, Inc. All other trademarks are the property of their respective owners. Customer is prohibited from purchasing from any internet search engine provider the following keywords: "Cisco Weber", "WebEx", "WebEx Communications", "WebEx Meeting Center", "WebEx Training Center," "WebEx Sales Center," "WebEx Event Center," "WebEx Support Center," "WebEx Connect," "Cisco WebEx Connect," or any phrase or combination containing these keywords.

Customer Responsibility
Customer is the sole owner of content and solely responsible for the content of all communications (visual, written or audible) performed using Customer's accounts. Customer shall comply with all laws while using the Services; shall not transmit any communication that violates all applicable laws, court orders, or regulations of both the United States of America as well as the applicable laws, court orders, or regulations of the country in which the Customer and its affiliates are using the Services or the Site, including any applicable anti-corruption, unfair competition, anti-discrimination or false advertising laws and restrictions. Customer will not use Services to send unsolicited mass mailings outside Customer's company or organization. Customer further agrees not to use Services to communicate any message or content that is harassing, libelous, threatening, obscene, materially false, misleading or inaccurate, or would infringe any patent, trademark, trade secret, copyright or other proprietary rights of any party. Customer will not use Services to transmit any message or content or is otherwise unlawful, that would give rise to civil liability, or that constitutes or encourages conduct that could constitute a criminal offense, under any applicable law or regulation. Customer will not impersonate any person or entity, falsely state or otherwise misrepresent its affiliation with a person or entity, or forge headers or otherwise manipulate identifiers in order to disguise the origin of any content transmitted through the Site.

Customer shall not violate any third party rights in using the Services and shall not use the Services in any way that damages Conference Plus's property or interferes with or disrupts Conference Plus' system or violates the rights of other users or interferes with their use of the Services. Although ConferencePlus is not responsible for any such communications, ConferencePlus may, at no liability to ConferencePlus or to Suppliers, suspend any such communications of which ConferencePlus 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 comply with all applicable laws or regulations. Customer must provide any required notification to participants prior to commencement of said conference. Customer acknowledges and agrees that ConferencePlus 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.

Customer agrees not to transmit any content which contains viruses, Trojan horses, worms, time bombs, cancel bots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information. As a participant, Customer acknowledges that by using the Site, Customers may be exposed to Customer Content that is offensive, indecent or a violation of individuals' or organizations' proprietary rights.

Internet Use
The Services make use of the internet to send and receive certain messages; therefore, Customer conduct is subject to Internet regulations, policies and procedures. Customer agrees not to: (1) use the Service in connection with chain letters, junk mail, surveys, contests, pyramid schemes, or any use of distribution lists to any person who has not given specific permission to be included in such a process (commercial or otherwise); (2) harvest or otherwise collect information about others, including e-mail addresses, without their consent; (3) use, download or otherwise copy, or provide (whether or not for a fee) to a person or entity that is not a user of the Service any directory of Conference Plus' users or other user or usage information or any portion thereof other than in the context of Customer's use of the Service; (4) knowingly interfere with or disrupt networks connected to the Service or violate the regulations, policies or procedures of such networks; (5) attempt to gain unauthorized access to the Service, other accounts, computer systems or networks connected to the Service, through password mining or any other means. Upon Customer's violation of any of these provisions, ConferencePlus may immediately terminate the Agreement.

Questions or Comments
As part of the Services, Customer may submit questions or comments to ConferencePlus at info@conferenceplus.com. ConferencePlus reserves the right to edit and post the questions or comments that submitted to Conference Plus, along with ConferencePlus answers, without revealing any personally identifiable information. All communications, comments, feedback, suggestions, ideas, and other submissions related to the Services submitted to ConferencePlus at info@conferenceplus.com (collectively, "Submissions") become the property of ConferencePlus with all worldwide rights, titles and interests in all copyrights and other intellectual property.

Links
The Services may include links to other websites ("Linked Sites"). Customer acknowledges and agrees that such links are provided for convenience and does not reflect any endorsement by ConferencePlus with respect to the providers of the Linked Sites. ConferencePlus makes no representations or warranties regarding the quality, reliability or any other characteristic or feature of the Linked Sites and ConferencePlus is not responsible in any manner for any losses or injury associated with the Linked Sites, including without limitation, the content provided on or through the Linked Sites. Customer uses the Linked Sites solely at its own risk. In addition, Customer acknowledges that Customer's use of the Linked Sites is subject to the terms of use applicable to that site.

Privacy and Data Use
The information ConferencePlus holds about Customer will be used to provide the Services and for identification, account administration, analysis and fraud/loss prevention purposes. Each party will comply with all applicable personal data protection and privacy laws where such party is located (the "Data Protection Laws"). The parties acknowledge and agree that: (i) ConferencePlus may have access to personal data under the Data Protection Laws and will: (a) use it solely for the purpose of providing the Services; (b) process it only in accordance with Customer's instructions; and (c) take appropriate technical and organizational measures to prevent unauthorized or unlawful processing, accidental loss, destruction or damage to the data; (ii) personal data may be processed by ConferencePlus and its affiliates throughout the world; and (iii) Customer is the data controller and retains full responsibility for the data processed on its behalf by ConferencePlus acting as data processor. More details about how that information is used can be found in Conference Plus' privacy policy which governs Customer's use of the Site and use of the Services. Copies of the privacy policy may be provided to Customer upon written request.

Data Storage
ConferencePlus shall have no liability for the deletion, corruption or failure to store any content or data transmitted or accessed using the Site. Customer agrees that ConferencePlus may gather system data, which may include items such as, but not limited to memory usage, navigation, screen resolution, color palettes, connection speed, and efficiency.
Customer acknowledges and agrees that (a) ConferencePlus and Supplier may not be able to detect or prevent all viruses, malware or malicious content; and (b) ConferencePlus and Suppliers are not liable for any damages caused by such viruses, malware or malicious content.

Limited Warranty
ALL SERVICES ARE PROVIDED "AS IS" AND "WITH ALL FAULTS" AND WITHOUT ANY WARRANTY. CUSTOMER UNDERSTANDS AND AGREES THAT THE SERVICES AND THE SITE ARE PROVIDED "AS IS" AND "AS AVAILABLE". CONFERENCE PLUS AND 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. NEITHER CONFERENCE PLUS NOR ITS SUPPLIERS MAKES ANY WARRANTY OR REPRESENTATION REGARDING ANY INFORMATION, MATERIALS, GOODS OR SERVICES OBTAINED THROUGH CONFERENCE PLUS' SERVICES OR WEBSITES, OR THAT THE SERVICES WILL MEET ANY OF CUSTOMER'S REQUIREMENTS. CONFERENCE PLUS AND SUPPLIERS MAKE NO REPRESENTATIONS REGARDING THE ACCURACY OF ANY TRANSLATION OR TRANSCRIPTION SERVICES. CONFERENCE PLUS AND SUPPLIERS MAKE NO WARRANTIES OR REPRESENTATIONS THAT SERVICES WILL BE UNITERUPTED, TIMELY, SECURE OR ERROR FREE. USE OF THE SERVICES AND WEBSITE ARE AT CUSTOMER'S SOLE RISK. CONFERENCE PLUS IS NOT LIABLE FOR ACTS OR OMISSIONS OF SUPPLIERS, FOR INFORMATION OR CONTENT OF COMMUNICATIONS, THIRD PARTY SERVICES, EQUIPMENT FAILURE OR MODIFICATION, OR CAUSES BEYOND CONFERENCE PLUS' REASONABLE CONTROL.

Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL CONFERENCEPLUS, 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, THE TERMS OF USE OR ANY SERVICE AGREEMENT REGARDLESS OF THE LEGAL THEORY OF RECOVERY, EVEN IF CONFERENCE PLUS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CONFERENCEPLUS' MAXIMUM CUMLATIVE LIABILITY AND CUSTOMER'S EXCLUSIVE REMEDY AND UPON ANY CAUSE OF ACTION OR CLAIM IN CONTRACT, TORT, FOR INDEMNIFICATION OR OTHERWISE, ARISING OUT OF OR RELATED TO THE SITE OR THE SERVICES SHALL NOT EXCEED THE LESSER OF THE AMOUNT BILLED TO CUSTOMER FOR THE SERVICES DURING THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE OCCURRENCE OF THE CIRCUMSTANCES GIVING RISE TO SUCH CLAIM, OR FIFTY THOUSAND DOLLARS (US$50,000). CONFERENCEPLUS IS NOT RESPONSIBLE FOR ANY DAMAGES INCURRED AS A RESULT OF ANY ERRORS OR OMISSIONS BY CUSTOMER. EACH PARTY FURTHER AGREES THAT ANY CAUSE OF ACTION THAT IT MAY HAVE AGAINST THE OTHER MUST COMMENCE AS PROVIDED IN THE TERMS OF USE; OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLT BARRED.

Indemnification
Customer shall indemnify, defend and hold Conference Plus, Suppliers, their affiliates, officers, directors, employees (the "ConferencePlus Indemnitees") harmless from any and all claims, actions, suits, proceedings, costs, expenses, damages and liabilities, including reasonable attorneys' fees, which arise out of or relate to: (1) Customer's use of the Services (including without limitation, any person accessing the Services using Customer's account); (2) any actual or alleged violation of the Terms of Use, any Service Agreement, Supplier Requirements, or any applicable law, rule or regulation by Customer or any person accessing the Services using Customer's account; (3) or any actual or alleged infringement or violation by Customer or any person accessing the Services using Customer's account of any intellectual property or privacy or other right of any person or entity.

"Safe Harbor" Statement
Under the Private Securities Litigation Reform Act of 1995, certain statements contained on this Site are forward looking statements that involve risks and uncertainties. These risks include, but are not limited to, product demand and market acceptance risks, the impact of competitive products and technologies, competitive pricing pressures, product development, excess and obsolete inventory due to new product development, commercialization and technological delays or difficulties, the effect of Conference Plus' accounting policies, the effect of economic conditions and trade, legal, social, and economic risks (such as import, licensing and trade restrictions). ConferencePlus and its affiliates undertake no obligation to publicly release the result of any revisions to these forward looking statements that may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

Confidentiality
ConferencePlus and Customer agree to use commercially reasonable efforts to protect from unauthorized disclosure Confidential Information of the other party. "Confidential Information" shall mean information that derives economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use and marked as confidential. Confidential Information includes the terms of any Service Agreements or information regarding negotiated rates. The parties agree that Confidential Information may be disclosed to employees, affiliates, suppliers or advisors on a need-to-know basis and who agree to be bound by confidentiality terms and conditions at least as stringent as those herein. This confidentiality obligation shall not apply to any information (i) independently developed by a party, (ii) generally available to the public other than by a party's breach of the Terms of Use or any related Service Agreement, (iii) already known by a party at time of disclosure to that party, or (iv) rightfully received from a third party without restriction on disclosure or an obligation of confidentiality running directly or indirectly to the other party. Nothing shall prevent or prohibit the receiving party from providing access to Confidential Information as may be required by law, rule or regulation provided that the receiving party gives as much notice as is reasonably practical and provides reasonable assistance to the disclosing party in challenging the disclosure so required by law, rule or regulation. Notwithstanding the foregoing, the parties acknowledge that Recipient shall not be required to return to Discloser or destroy those copies of Information residing on Recipient's backup; disaster recovery or business continuity systems and the obligations hereunder with respect to such Confidential Information shall survive until such Confidential Information is destroyed.

Governmental Agencies
This clause applies to all use of the Services by or for the United States government, or any other government or by any prime contractor or subcontractor (at any tier) under any contract, grant, cooperative agreement or other activity with the United States government. Use of the Services by the United States Government or other governmental agencies shall be as "restricted computer software" or "limited rights data" as set forth in 48 CFR 52.227-14, or as "commercial computer software" or "commercial computer software documentation" under DFARS 252.227-7202, or other similar applicable terms and conditions to prevent the transfer of rights in the technology to the government or such agency other than under normal commercial licensing terms and conditions. Use of the Service involves incidental access to or use of commercial computer software developed exclusively at private expense, and which in all respects comprise proprietary data belonging to ConferencePlus and Suppliers. The acquisition or use of Services does not include the acquisition or delivery of any software or any rights therein. The terms and conditions of this clause shall govern the government's use of the Services, and shall supersede and take precedence over any conflicting contractual terms or conditions. If this provision fails to meet the government's needs or is inconsistent in any respect with Federal law, the government agrees to decline access to, or use of, any software belonging to ConferencePlus or to Suppliers.

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 violate any of the export laws of the United States or any foreign jurisdiction by exporting or re-exporting the Services or any related software in any form.

Message Delivery Services
If Customer uses Services to send fax, email, phone, text, SMS, or other messages ("Messages") to any recipients (the "Recipients") as a condition for using such Services, Customer represents and warrants that a) that Customer will not make any automated out dials to induce the purchase of goods or services or to solicit a charitable contribution; and (b) Customer has the legal right to send all Messages to the Recipients (including obtaining any required consents from the Recipients) and the content timing and purpose of all Messages, campaigns and programs are in compliance with all applicable laws, rules and regulations including those with respect to timing, content, do not call lists and: the following laws of the United Sates: TCPA 47 USC 227; CANSPAM Pub. L. No. 108-187; and TSR 16 CFR 310; or the applicable laws of any country where the Services will be used. Customer further acknowledges that Customer is the sender of all Messages and ConferencePlus is acting at Customer's direction as the broadcaster of the Messages and is not responsible for the content of the Messages. Customer shall be solely responsible for providing any list of names, numbers or addresses for ConferencePlus to utilize in sending Messages.

Enforceability/Waiver
If any part of the Terms of Use 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 and the allocation of risks. The remainder of the Terms of Use 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. Conference Plus's failure to exercise or enforce any right or provision of the Terms of Use will not constitute a waiver of such right or provision unless agreed to by ConferencePlus in a non-electronic writing manually signed by a duly authorized representative of ConferencePlus. If there is any law, rule, regulation or policy that causes the Agreement or any Services or policies of ConferencePlus or Suppliers to be in conflict with such law, rule, regulation or policy, ConferencePlus may terminate or modify the affected Services without liability.

Miscellaneous
Except as otherwise expressly provided herein, all remedies provided for in the Terms of Use shall be cumulative and in addition to and not in lieu of any other remedies available to either party at law, in equity, or otherwise. Customer acknowledges that ConferencePlus is an independent contractor, and no agency, partnership, joint venture, employee-employer or franchisor-franchisee relationship is intended or created by the Terms of Use. The Terms of Use are for the sole benefit of ConferencePlus and its affiliates, Suppliers and Customer and is not intended to, nor shall it be construed to, create any right or confer any benefit on any other party. The parties do not intend that the Terms of Use will be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person not a party to the Terms of Use. Customer authorizes ConferencePlus to monitor and record Customer calls for the purposes of quality assurance and Customer further consents to ConferencePlus' use of automatic dialing equipment to contact Customer. ConferencePlus' performance of the Services is subject to existing laws and legal process, and nothing contained in the Terms of Use or any Service Agreement will conflict with Conference Plus' right to comply with governmental, judicial and law enforcement requests or requirements relating to Customer's use the Site, the Services or information provided to or gathered by ConferencePlus with respect to such use. Customer may not assign the Terms of Use or any related Service Agreement to any other person or entity, including a successor in interest as a result of a merger, sale or acquisition which results in a change of control without ConferencePlus' prior written approval, but nothing restricts ConferencePlus' ability to assign the Terms of Use or any Service Agreement or subcontract the Services hereunder.

Governing Law; Exclusive Forum; Jurisdiction
The Terms of Use and any related Service Agreement will be governed by the laws of the State of Illinois. The parties agreement to resolve all disputes in the courts of Cook County and the federal court for the District Court of the Northern District of Illinois. Customer agrees to service of process by mail directed to Customer's billing address. Customer waives all defenses including but not limited to sovereign immunity, lack of personal jurisdiction and forum non convenience and expressly waives any right to bring suit or have any action heard in Customer's local courts. Customer agrees that any claim or cause of action arising out of or related to the Terms of Use or any related Service Agreement must be commenced by Customer within one (1) year after the cause of action arose.

Force Majeure
ConferencePlus will not be responsible for delays and/or defaults in its performance due to causes beyond its reasonable control, including, but without limiting the generality of the foregoing; acts of terrorism, wars, hostilities, revolutions, riots, civil commotion, national emergency, fire or explosion, flood, force of nature, embargoes, accidents, acts of God, or stability or availability of the Internet, the elements; telecommunication system failure; technology attacks, epidemic; quarantine; viruses; strike; lockouts; disputes with workmen or their labor disturbances; total or partial failure of transportation, utilities, delivery facilities, or supplies; acts or request of any governmental authority; or any other cause beyond Conference Plus's control, whether or not similar to the foregoing.

Entire Agreement
The Terms of Use in addition to any related Service Agreement, if any, executed by the parties constitute the entire agreement between ConferencePlus and Customer with respect to the Services and supersedes all prior or contemporaneous communications and proposals, representations, promises, or agreements, whether electronic, oral, or non-electronic, between ConferencePlus and Customer. Customer agrees that any terms or conditions contained in any document, including but not limited to a purchase order, service agreement, acknowledgement, email, or other document that Customer may now or later provide to Conference Plus, will have no effect and the Terms of Use and any ConferencePlus agreements referenced in the Terms of Use is the only binding agreement between ConferencePlus and Customer regarding use of the Site and the Services and may only be amended as set forth herein. The application of the United Nations Convention on the International Sale of Goods is hereby expressly excluded. A printed version of the Terms of Use and of any notice given to Customer in electronic form will be admissible in judicial or administrative proceedings based upon or relating to the Terms of Use to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

Notices
Notices from ConferencePlus to Customer under the Terms of Use 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 ConferencePlus must be sent to the address mentioned in Conference Plus's invoice to Customer with a courtesy copy to 1051 East Woodfield Road, Schaumburg, Illinois 60173, Attn: Legal Department; Telephone: (847) 413-2718; Email: info@conferenceplus.com. All notices shall be in English.


CONTACT US

ConferencePlus Worldwide HQ
1051 E.Woodfield Rd.
Schaumburg, IL 60173
USA
847 413 3311
877 CONF 4U2 (877 266 3482)
info@conferenceplus.com



ConferencePlus Global Services
64 Lower Mount St.
Dublin 2
Ireland
+ 353-1-240-54-50



ConferencePlus London Sales Office
150 Minories
London
EC3N 1LS
United Kingdom
+44 (0)207 153 0970
info@confplus.com



ConferencePlus
London Sales Office

150 Minories
London
EC3N 1LS
United Kingdom
+44 (0)207 153 0970
info@confplus.com

ConferencePlus
Global Services

64 Lower Mount St.
Dublin 2
Ireland
+ 353-1-240-54-50

ConferencePlus
Worldwide HQ

1051 E.Woodfield Rd.
Schaumburg, IL 60173
USA
847 413 3311
877 CONF 4U2 (877 266 3482)