Unite Conferencing, Inc. Terms and Conditions

NOTICE – PLEASE READ CAREFULLY: YOUR USE OF UNITE CONFERENCING, INC. CONFERENCING SERVICES IS CONDITIONED UPON YOUR COMPLIANCE AND ACCEPTANCE OF THIS AGREEMENT.

This Agreement (the “Agreement”) is between UNITE CONFERENCING, INC. and “you” the individual or legal entity purchasing or opening an account for Services under this Agreement (“Customer”); or as the case may be, the individual accessing or using the Services. By purchasing, accessing, installing or otherwise using the Services, you agree to be bound by this Agreement. Please retain a copy of this Agreement for your records. If you do not agree with the terms and conditions of this Agreement, do not use the Services.

Description of Service:

1. These Terms and Conditions govern the purchase and use of audio, web-based conferencing services and operator assisted conferencing. By ordering or using the Services, you agree to be bound by these Terms and Conditions. UNITE CONFERENCING, INC. has the right to alter, expand or reduce the features of the Services at its discretion. You shall provide all user information necessary to enable UNITE CONFERENCING, INC. the ability to create user profiles for each user you grant access to the Services. UNITE CONFERENCING, INC. reserves the right to reclaim any dial-in numbers (“Dial-In Numbers”) granted for Services if such Dial-In Numbers are not utilized for 180 days. The term “utilized” is defined as no usage on a specific number/service and no upcoming reservations scheduled for specific number/service.

2. UNITE CONFERENCING, INC. agrees to provide the Customer with the service based on the terms of this Agreement.

3. UNITE CONFERENCING, INC. will use reasonable efforts to provide the Service at the date and time agreed to with the Customer. However, dates and times are estimates and UNITE CONFERENCING, INC. has no liability for failure to meet any date or time.

4. UNITE CONFERENCING, INC. may, for operational reasons, change the codes or numbers utilized by UNITE CONFERENCING, INC. to provide the Service or vary the technical specifications of the Service, provided any change to the technical specification does not materially affect the performance of the Service.

5. UNITE CONFERENCING, INC. may temporarily suspend the Service for operational reasons such as maintenance, betterment or emergency.

Security:

1. The Customer is responsible for maintaining the confidentiality and proper use of their account, conference codes, passwords and personal identification numbers used in conjunction with the Service.

2. The Customer shall immediately inform UNITE CONFERENCING, INC. if there is any reason to suspect any of the information contained in section 1 has been compromised or is likely to be compromised and will be utilized by an unauthorized individual.

3. The Customer shall not change or attempt to change any of the information contained in section 1. If the Customer forgets or loses any information contained in section 1, they are to contact UNITE CONFERENCING, INC. and satisfy such security checks as UNITE CONFERENCING, INC. may operate in order to reacquire said information.

4. UNITE CONFERENCING, INC. reserves the right to suspend access to the Service if at any time UNITE CONFERENCING, INC. determines there is or is likely to be a breach of security. UNITE CONFERENCING, INC. also reserves the right to require the Customer to change some or all of their access codes in connection with the Service

5. The Customer is to immediately inform UNITE CONFERENCING, INC. of any changes to the information provided by the Customer when registering for the Service.

Use of Service:

1. It is the Customer’s responsibility to obtain and keep in force any license necessary for the Customer to use the Service in any country it is provided.

2. The Customer may only utilize the Service for conferences or meetings in which the Customer is an active participant.

3. The Service is provided for the Customer’s own use and the Customer may not resell, attempt to resell or otherwise generate income from the Service unless prior written approval is granted by UNITE CONFERENCING, INC..

4. The Service may not be used:

* a. in violation of any legislation or license applicable to the Customer or that is any way fraudulent or unlawful

* b. to send, knowingly receive, download, upload, use or re-use any material or information that is abusive, defamatory, in breach of confidence, obscene or menacing, in breach of copyright or privacy or any other rights

* c. to damage UNITE CONFERENCING, INC.’s property, interfere with or disrupt UNITE CONFERENCING, INC.’s system or other users

5. Customer acknowledges and agrees UNITE CONFERENCING, INC. does not control the control or monitor the content nor guarantee the accuracy, integrity, security or quality of such content

6. Recording or taping of the Service may subject you to laws or regulations and the Customer is solely responsible for and obligated to provide any required notification to participants prior to the commencement of said conference.

7. The Customer is responsible for the acts and omissions of all users in connection with the Service and is liable for any failure by any user to perform or observe the Terms and Conditions of this Agreement.

Charges and Invoicing:

There are variations in the Charging and Invoicing offered by UNITE CONFERENCING, INC.. In the event that Customer selects one or more fee-based Services, UNITE CONFERENCING, INC. invoicing for Services begins on the first day that access is available to the Customer and monthly thereafter. Any overage fees, per-use fees, conferencing fees, or any other fee or charge associated with Customer’s use of the Services are invoiced monthly in arrears for actual use. Customer is limited by UNITE CONFERENCING, INC.’s fair Use Policy unless specifically provisioned and allowed by UNITE CONFERENCING, INC.. The Fair Use Policy is to limit fraudulent use and misuse of the service. Customer agrees that UNITE CONFERENCING, INC. may charge customer’s credit card or other payment mechanism selected by Customer and approved by UNITE CONFERENCING, INC. any and all amounts due and owing for the Services, including Service fees, set up fees, subscription fees, overage fees, per use fees, conferencing fees, or any other fee or charge associated with Customer’s use of the Services (“Account”). All invoices are due payable upon receipt. If payment is not received the account could be subject to a late payment fee. Customer also authorizes UNITE CONFERENCING, INC. to, from time to time and at its discretion, undertake steps to determine whether the credit card information Customer has provided is current and accurate. Those steps may include, but are not limited to, the use of third party service providers to, among other things, automatically update Customer credit card number and expiration date, address, and other applicable information. UNITE CONFERENCING, INC. reserves the right to, without notice or prior approval; use the updated information for all current and future transactions. The Services will continue to be provided to Customer (and Customer’s credit card will continue to be charged) and this Agreement will renew automatically at the end of each monthly plan (“Monthly Plan”) or annual plan (“Annual Plan”) period (as selected by Customer when they registered for the Service), unless Customer gave UNITE CONFERENCING, INC. 30 days notice that they want to terminate this Agreement. In the event that Customer does not provide UNITE CONFERENCING, INC. with a valid credit card number with sufficient credit through. UNITE CONFERENCING, INC. may change prices at any time without prior notice. Customer agrees that in the event UNITE CONFERENCING, INC. is unable to collect the fees owed for the Services through the Customer Account, UNITE CONFERENCING, INC. may take any other steps it deems necessary to collect such fees from the Customer and that Customer will be responsible for all costs and expenses incurred by UNITE CONFERENCING, INC. in connection with such collection activity, including collection fees, court costs and attorneys’ fees.

Taxes, Fees and Surcharges:

In addition to the rates for the Service, Customer shall pay all applicable fees, duties, tolls, surcharges or governmental taxes now or in the future that are attributable to the Service and included on the Customer’s invoice and any reasonable expense incurred by UNITE CONFERENCING, INC. relating to such charges.

Termination:

1. Either party may terminate this Agreement if the other party commits a material breach of its obligations in relation to the Service, if the material breach is not cured within thirty (30) days of receipt of notice of such breach from the non-breaching party.

2. Either party may terminate this Agreement If either party commits a material breach in relation to the service and the material breach cannot be cured.

3. Either party may terminate this agreement for any reason with seven (7) days advance notification in writing.
Assignment:

The Customer may not assign all or part of this Agreement to another party without the prior written consent of UNITE CONFERENCING, INC.. This consent shall not be unreasonably withheld.

Limited Warranty:

ALL SERVICES PROVIDED BY UNITE CONFERENCING, INC. ARE “AS IS”, “WITH ALL FAULTS” AND WITHOUT ANY WARRANTY. CUSTOMER UNDERSTANDS AND AGREES THAT UNITE CONFERENCING, INC. SERVICE AND WEB SITE ARE PROVIDED “AS IS” AND “AS AVAILABLE”. UNITE CONFERENCING, INC. AND ITS SUPPLIERS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANT ABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. UNITE CONFERENCING, INC. MAKES NO WARRANTY OR REPRESENTATION REGARDING ANY INFORMATION, MATERIALS, GOODS OR SERVICES OBTAINED THROUGH UNITE CONFERENCING, INC. SERVICES OR WEBSITES OR THAT UNITE CONFERENCING, INC.’S SERVICES WILL MEET ANY OF THE CUSTOMER’S REQUIREMENTS OR BE UNINTERRUPTED, TIMELY, SECURE OR ERROR FREE.THE USE OF UNITE CONFERENCING, INC. SERVICES AND WEBSITES IS AT THE CUSTOMER’S SOLE RISK. UNITE CONFERENCING, INC. IS NOT LIABLE FOR THE ACTS OR OMISSIONS OF OTHER SERVICE PROVIDERS, FOR ANY INFORMATION OR CONTENT OF COMMUNICATIONS, THIRD PARTY SERVICES, EQUIPMENT FAILURE OR CAUSES BEYOND UNITE CONFERENCING, INC. REASONABLE CONTROL.

Limitation of Liability:

UNITE CONFERENCING, INC. OR ITS SUPPLIERS WILL NOT BE LIABLE TO THE CUSTOMER FOR LOST REVENUES, LOST PROFIT, LOST DATA, OTHER SPECIAL INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGE OR FOR LOSS, DAMAGE OR EXPENSE DIRECTLY OR INDIRECTLY ARISING FROM THE CUSTOMER’S OR ANY OTHER PARTY’S USE OF OR INABILITY TO USE EQUIPMENT, SERVICES OR SOFTWARE OR FOR COMMERCIAL LOSS OF ANY KIND, WHETHER OR NOT UNITE CONFERENCING, INC. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR LOSS, NOR SHALL ANY RECOVERY AGAINST UNITE CONFERENCING, INC. WHETHER IN CONTRACT OR TORT (INCLUDING NEGLIGENCE, STRICT LIABILITY OR ANY OTHER LEGAL THEORY) EXCEPT FOR DAMAGES THAT ARE REQUIRED BY LAW TO BE PAID, CUSTOMER AGREES THAT ALL DAMAGES ARE EXCLUDED EXCEPT FOR THE DIRECT DAMAGES THAT ARE ACTUALLY INCURRED BY CUSTOMER IN REASONABLE RELIANCE, UP TO THE GREATER OF THE AMOUNT OF A REFUND OF THE PRICE CUSTOMER ACTUALLY PAID FOR THE SERVICE DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE FILING OF SUCH CLAIM REGARDLESS OF THE FORM OF ACTION OR CLAIM (E.G. CONTRACT, TORT, WARRANTY, STRICT LIABILITY, FRAUD, NEGLIGENCE OR OTHER LEGAL THEORY) OR FIVE HUNDRED DOLLARS (US $500)

Force Majeure:

Neither party shall be liable for any breach of this Agreement that is caused by a matter beyond its reasonable control. Such causes include (without limitation) Acts of God, fire, lightning, war, disorder, flood, national emergency, riots, revolutions, explosion, labor disputes, malfunction of third-party’s telephone lines, equipment or services necessary to provide the Service, stability or availability of the Internet (or portion thereof). In addition, UNITE CONFERENCING, INC. shall not be liable for any delay or failure to provide the Service caused by restrictions of a legal or regulatory nature imposed by any governmental agency. If any condition continues for more than a three (3) month period, either party may serve notice on the other for immediate termination of this Agreement.

Law and Jurisdiction:

The laws of the Province of Quebec, Canada shall govern this Agreement.

Indemnification:

The Customer shall indemnify, defend and hold UNITE CONFERENCING, INC. its affiliates, their officers, directors, employees and suppliers harmless from any and all claims, actions, suits, proceedings, costs, expenses, damages and liabilities, including reasonable attorney’s fees that arise out of or relate to Customer’s use of the Service (including and without limitation, any individual accessing the Service using the Customer’s account), any actual or alleged violation of this Agreement or applicable law, any infringement or violation by the Customer or any individual accessing the Service using the Customer’s account of any intellectual property, privacy or other right of any individual or entity.

Entire Agreement:

This Agreement states the entire agreement between the parties and supersedes all prior representations, agreements, proposals, correspondence, discussions, meetings, negotiations and/or any other understandings relating to its subject matter.

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