Conference America Services Terms & Conditions
Last updated and posted on December 1, 2015.
1. Acceptance. These Services Terms and Conditions ("Services Terms"), together with any applicable Price Protection Program, your Account Application, Credit Card Authorization Form and Agreement, and User Policies govern your use of and participation in all services provided by Conference America, including, without limitation, our current or future events, conference calls, replay, fax services, WebEcho, VOSN, and our website (collectively, the "Services"). To the extent of any inconsistency of terms, these Services Terms shall control except only where the terms of a written document governing the Services expressly state that such terms control over these Services Terms. By requesting or using any Services, you acknowledge that you have read and unconditionally agree to these Services Terms with respect to such Services. You warrant and represent that you are a business and not a consumer, that you are authorized to purchase and use the Services, and that you are at least 18 years of age. You also warrant that all information you provide to Conference America is true and complete and that you will promptly update such information to maintain its accuracy. Conference America may modify these Services Terms via website posting, email or other form of notice at any time in our sole discretion. The version of these Services Terms in effect at the time a Service is provided shall govern such Service.
2. User Policies and Use of Services. You will use the Services in accordance with these Services Terms, all applicable written agreements governing the Services, and our written instructions and policies that may be posted from time to time on our website (the "User Policies"). We may modify such User Policies from time to time in our sole discretion. You warrant that your use of the Services will not violate any applicable laws, rules or regulations. You will not, either indirectly or directly, interfere with, corrupt, damage or disrupt our Services, website, hardware, software or other facilities. You will not remove or modify any copyright, trademark, service mark, confidentiality or other proprietary notice or marking appearing on any materials relating to the Services.
3. Account Security. Depending on the Service, you may receive access telephone numbers, access codes or URLs upon completing the Service registration process. You are responsible for maintaining the confidentiality or security of, and are fully responsible for all occurrences with respect to, your access telephone numbers, passcodes, URLs and accounts, and you agree to immediately notify us of any unauthorized use thereof. We will not be liable for any loss or damage arising from your failure to comply with your obligations under these Services Terms, any other applicable agreements, or our User Policies. You will be responsible for any and all amounts charged to your account regardless of prompt notification of unauthorized use or fraudulent use of your account, except to the extent such unauthorized use is caused by our gross negligence. Unauthorized use includes any access or use of Services under your account by anyone without your express permission, whether as a result of fraud or otherwise. Unauthorized users may include anyone that accesses or uses the Services under your account without your express permission as a result of fraud or otherwise.
4. Service Levels. You acknowledge that interruptions and loss of Services may occur as a result of maintenance or repairs to our Services, website, or facilities; degradation; unexpected outages or interruptions (including, but not limited to, a force majeure event under Section 16 below); or an act or omission by you or any third party. Except as expressly set forth in these Services Terms, Conference America will not incur any liability as a result of any such events, interruption, or other loss.
5. Proprietary Rights. We own and will retain all rights and interests in and to our Services, website, and facilities, and each component thereof, including, but not limited to, all copyrights, patents, trademarks, trade secrets and other proprietary rights. You will not have, acquire or assert any rights in our Service, website, or facilities, or components, and will not, without our prior written consent, copy, reproduce or distribute in any manner any of the content, data or information available through our Services, website, or facilities.
6. Payment and Pricing. You will pay for the Services in accordance with our standard prices and payment terms that are applicable to you (subject to any applicable Price Protection Program or other written agreement specifying non-standard pricing or terms) at the time of your use of each Service. For all Services used by authorized and unauthorized users accessing or using your account, you will pay us all amounts due including, but not limited to, the price for each Service and all applicable fees, taxes, interest and other charges. You will pay all amounts due under this Agreement in local currency. For example, if you establish an account with an initial billing address in the United States, then all prices that we list or quote to you will be invoiced and paid in U.S. dollars (USD). If you establish an account with an initial billing address located in Canada, then all prices that we list or quote to you will be invoiced and paid in Canadian dollars (CAD). We may, at our discretion, apply your payments to any outstanding amounts you owe us.
For all Services that are billed based on elapsed time, time is measured for billing purposes based on the number of one-minute blocks of time, or portion thereof, during which participants are connected to our equipment. Our billing system tracks sixty one-minute blocks for each hour of each day. The duration of participation for participants will begin with the first such minute block during all or part of which such participants are connected, and will end with the last such minute block during all or part of which such participants are connected.
You will pay all applicable international, federal, state, and local taxes, surcharges and fees relating to the Services, including, but not limited to, universal service fees, and sales and use taxes. All Services are subject to a taxes and fees surcharge, which may be adjusted from time to time as shown on each invoice, to cover taxes, fees, and other costs or charges that may be associated with the Services and not specifically included in the price, including, but not limited to, primary carrier fees; end user access fees; regulatory fees; cost recovery fees; interlata data fees; carrier service charges; direct and carrier-billed federal, state and local taxes and fees; and energy recovery fees. All Services are also subject to an eNetwork Access Fee of up to $2.99 per event. Further information regarding taxes, fees and other charges is available by contacting us at email@example.com. You are responsible for all fees or charges assessed by your telecommunications or Internet provider that may be incurred as a result of your use of Services.
Standard pricing for certain Services is as follows: Operator Handled Calls $0.425 per participant minute; AlwaysOn Toll-free Calls $0.300 per participant minute; Dial Meet Me $0.405 per participant minute; Activate/Deactivate Maintenance Fee $74.95 per leader account; Question & Answer $0.250 per participant minute; and Replay $0.425 per participant minute. For current pricing on other Services contact Conference America, Inc. at 800-925-8000. If you initially connect to AlwaysOn or other non-operator assisted services and then elect to use operator services, the call will be billed at the highest applicable rate based on the operator services used. Scheduled Services with more than 100 participants are special Services to which unused line fees may apply. Contact Conference America, Inc. at 1-800-925-8000 for additional details.
We may modify all prices, taxes, fees and surcharges from time to time, and you agree that you are solely responsible for reviewing and understanding, on an on-going basis, all applicable prices, taxes, fees, and surcharges prior to your use of or participation in any Service. If you do not understand or agree to all applicable costs, taxes, fees, or surcharges, you agree that you will not use or participate in the Services. If you believe you have been incorrectly charged for any Service, you must notify us of such dispute and the reason therefor within 60 days from the date such Service was provided or waive your right to dispute such amount. Written notification of all disputes must be delivered in accordance with Section 19. We may reimburse you, at our discretion, for any disputed amount, but all invoices must be paid on or before the date due regardless of whether they are in dispute. Unless otherwise indicated on an invoice, all payments are due within twenty (20) calendar days of invoice date.
If you do not pay any amount when due, then you will pay us interest of 1.5% per month on all such overdue amounts until paid, and we may apply your deposit to any amount due as further described in Section 7. If any check, draft or similar instrument that you remit to us in payment of charges owing under this Agreement is not paid or is dishonored by a financial institution, then you also will pay us a fee of $25.00 or the maximum amount allowed by applicable law, whichever is greater. You will reimburse us for all expenses and legal fees incurred by us in enforcing our rights under the Agreement including, without limitation, our defense of any claims by you that do not result in a final judgment in your favor on the merits. Invoices paid by credit card are not subject to the prompt payment discount, if any, available to non-credit card customers.
7. Credit Authorization and Deposits. We may check your financial status and credit history from any sources, at any time, to determine creditworthiness. We may, in our sole discretion, require you to make a reasonable deposit(s) to be held by us as a guarantee of the payment of amounts due under this Agreement. We may apply the deposit to any amounts you may owe under this Agreement and require you to make an additional deposit. At the time the Agreement is terminated, we will credit the amount of the deposit to any amount due and owing by you to us, and any remaining amount of the deposit will be refunded to you. Interest will be paid on all sums retained on deposit by us only to the extent required by law.
8. Warranty Disclaimer. WE PROVIDE OUR SERVICES ON AN "AS IS" AND "AS AVAILABLE BASIS" AND MAKE NO WARRANTY OR REPRESENTATION OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO SUCH SERVICES, AND WE HEREBY DISCLAIM ALL SUCH WARRANTIES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, DESCRIPTION AND FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. WE MAKE NO WARRANTIES OR GUARANTEES THAT THE PERFORMANCE OF ANY SERVICE WILL BE UNINTERRUPTED, TIMELY OR FREE FROM ERRORS.
9. Liability Limitation. YOUR SOLE REMEDY, AND OUR SOLE OBLIGATION, WITH RESPECT TO ANY BREACH OF THE AGREEMENT OR FAILURE OR ERROR OF OUR SERVICES WILL BE FOR US TO USE COMMERCIALLY REASONABLE EFFORTS TO RESTORE OR CORRECT SUCH SERVICES. WE MAY, AT OUR SOLE DISCRETION, REFUND ALL OR PART OF THE FEES ASSOCIATED WITH SERVICE LOSS OR INTERRUPTION. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY UNDER ANY CIRCUMSTANCES (INCLUDING, BUT NOT LIMITED TO, ANY THEORIES OF BREACH OF CONTRACT OR WARRANTY OR TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE OR STRICT LIABILITY)) FOR ANY DAMAGES, WHETHER COMPENSATORY, DIRECT, SPECIAL, EXEMPLARY, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, ANY COSTS TO PROCURE SUBSTITUTE SERVICES, OR ANY LOST PROFITS, LOST DATA, LOSS OF USE, LOSS OF BUSINESS OR BUSINESS INTERRUPTION RELATING TO SERVICES (OR ANY UNAVAILABILITY THEREOF), EVEN IF WE KNEW OF THE POSSIBILITY OF SUCH DAMAGES.
10. Indemnification. You will indemnify, defend (at our election) and hereby release us, our directors, officers, employees and agents from all losses, damages, penalties, costs and expenses (including, but not limited to, legal fees) caused by, arising from or relating to information provided by you or your use of or participation in our Services, our website, or your breach of these Services Terms or any other agreement with Conference America.
11. Termination of Services. We may immediately terminate or suspend your account and use of our Services if you breach these Services Terms or any other agreement with Conference America or if we reasonably believe that your use of the Services may violate any applicable law or regulation or agreement or threaten our security or damage our information, data, software, hardware or other facilities. Upon termination of your use of the Services, you will promptly return to us all data, materials, Confidential Information (as defined below) and our other properties held by you. Notwithstanding anything to the contrary herein, Sections 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17, 18, and 19 of these Services Terms will survive termination of your account.
12. Confidentiality. Our "Confidential Information" means information, in any form, of or relating to us, our customers, users, vendors or licensors or the Services and that is not generally known to the public (including, but not limited to, our pricing terms). You will not, and will cause anyone that uses your accounts to not, directly or indirectly, disclose or use our Confidential Information. You may use our Services solely for your own internal purposes. You may only make copies of such Confidential Information as is necessary in connection with your use of such information that is expressly permitted in this Section 12. You will use best efforts to protect our Confidential Information from unauthorized disclosure and use. We may seek equitable relief (in addition to any other remedies) to enforce this Section 12. Your obligations under this Section 12 will continue (i) with respect to Confidential Information that is a trade secret under applicable law, for the longer of five years after the term of the Agreement or until such Confidential Information no longer is a trade secret under applicable law, and (ii) with respect to all other Confidential Information, for five years after the termination of your use of our services.
14. Entire Agreement. Subject to Conference America's right to modify these Services Terms and the User Policies at any time in its sole discretion, and further subject to the terms of any applicable Price Protection Program, Account Application, or Credit Card Authorization Form and Agreement, these Services Terms are the entire agreement between Conference America and you with respect to the Services and supersede all prior agreements, understandings, discussions, and representations, in any form, express or implied, related to the Services.
15. Assignment. You will not assign your rights or obligations with respect to the Services, in whole or in part, without our prior written consent.
16. Force Majeure. We will not be liable for any failure or delay in performance to the extent caused by any event beyond our reasonable control, including, but not limited to, an act of God; flood; riot; fire; explosion; judicial or governmental act; terrorism; military act; labor dispute; third party act or omission; failure of utility or telecommunications facilities; virus, worm, trojan horse or other code, command, file or program designed to interrupt, destroy or limit the functionality of any software, hardware or equipment; Internet slow-down or failure; or any weather condition or event.
17. Governing Law. These Services Terms will be governed by and construed in accordance with the laws of the State of Alabama. Any action or proceeding arising out of or relating to the Services must be brought in the state or federal courts located in Montgomery County, Alabama and you hereby consent to jurisdiction and venue in such courts and waive any objection to such jurisdiction and venue on the grounds that it is an inconvenient forum or any similar grounds. You consent to the service of process in any action or proceeding relating to the Services by notice to the address of record for your account. Nothing will prevent us from seeking or enforcing any judgment against you in any other jurisdiction.
18. Severability. All provisions of these Services Terms are severable, and any provision hereof found by a court of competent jurisdiction to be invalid or unenforceable will not affect the validity or enforceability of any other provision hereof. To the extent legally permissible, the parties will replace any illegal, invalid or unenforceable provision hereof with a valid provision that will implement the intended purpose of the illegal, invalid or unenforceable provision.
19. Notice. Any notices by you to Conference America under these Services Terms must be in writing and delivered by U.S. Mail or courier service, return receipt requested, to the following address or by confirmed fax to: Conference America, Inc., 7079 University Court, Montgomery, Alabama 36117, Facsimile: (334) 260-0707 (or at such other addresses or facsimile numbers as we may from time to time provide you).