Terms of Service Agreement

NOTICE - PLEASE READ CAREFULLY: YOUR USE OF ACT TELECONFERENCING SERVICES IS CONDITIONED UPON YOUR COMPLIANCE AND ACCEPTANCE OF THIS AGREEMENT.

Please read this Agreement carefully before proceeding. By submitting your request for an ACT Teleconferencing® account or any ACT Services ("Services"), you agree to become bound by the Terms and Conditions of this Agreement. ACT Teleconferencing, Inc ("ACT") provides conferencing services, these services include, but are not limited to; web, audio and video conferencing capabilities, room rental, operator assisted meetings, event recording services, event management services and post conference surveys. These services may be ordered directly from ACT or through an authorized ACT agent or reseller. Use of these Services are subject to the below Terms and Conditions, as it applies to the service you are using.

If you are ordering these Services on behalf of your organization, you are confirming you have authority to do so and your organization will be bound by the below Terms and Conditions. ACT reserves the right to update and change the Terms and Conditions of this Agreement from time to time without notice to you. Any new services that are enhanced or added to the current Services, including new tools, capabilities and other features, shall be subject to the Terms and Conditions of this Agreement. Continued use of the Services after any such changes shall constitute your consent to such changes. Before ordering any Services provided by ACT or any one of its subsidiaries (herein referred to as ACT), you must agree to the Terms and Conditions. Your order or use of such Services will confirm your agreement to be bound by the Terms and Conditions. If you do not agree with any of these terms, DO NOT use the Services.

Term. The price at which the Service is offered by ACT will vary. You understand and agree that prices are subject to Service provided and location of such Services, in which pricing may vary. All stated prices are exclusive of any taxes, regulatory fees, banking costs, fees and duties, or other amounts which you may be responsible to pay. ACT shall also be entitled to recover from you any and all Universal Service Fund (USF) contributions (including any USF administrative fees) which may be imposed on ACT by any federal, state and/or local government or taxing authority in connection with your use of the Services. ACT reserves the right to modify its fees and charges and to introduce new charges at any time. Notwithstanding the foregoing, ACT may terminate or suspend services at ACT's discretion. You agree that ACT will not be liable to you or any third party if ACT suspends or terminates your access to the Services for any reason.

Fees and Payment. By using the ACT Services, you agree to pay for all Service usage and subscriptions at the rates provided by ACT or its agents and resellers. Applicable fees will apply starting from the day your Services are established. All invoices will be sent electronically to your submitted primary email address and are due according to invoice terms. If payment is not received the account could be subject to a late payment fee. Services can be canceled for nonpayment of invoice. ACT reserves the right to correct and receive payment for any errors on its charges for up to two years after the date of the incorrect charge.

Monthly Subscription Fee and Credit Card Charges. Subject to the above Terms, for any Services you pay by credit card, ACT may charge your credit card monthly for any and all Service usage charges and send a statement to your address or email on record. Monthly subscription and Service fees are charged to the subscriber's credit card on file on the date the account was created and are non-refundable. For an upgrade to a higher user level subscription plan, Subscriber's credit card will be immediately charged at the new subscription rate and any remaining days left under the old user level subscription rate will be converted to the new user level subscription rate using a conversion rate proportional to the rate differences between the two plans. No credits will be given for a downgrade to a lower user level subscription plan.

Suspension of Services. In the event that payment is not received from you for Services rendered, without notice, ACT shall have the right to suspend all or any portion of Services to you. ACT may continue suspension, or at its discretion terminate you as a user, until such time as you have paid in full all charges then due, including any late fees thereon specified herein. ACT reserves the right to cancel Services, without notice to you, should ACT perceive fraud is occurring. ACT may immediately suspend all Services, in whole or in part, if ACT determines that providing such Services pursuant to this Agreement violates the Communications Act of 1934, as amended, or that the imposition of any rule makes ACT's performance under this Agreement commercially impracticable.

Communications and Content. You are responsible for the content of any and all communications over such Services. In using the Services, you agree that anyone or organization will not use such Services to engage in any criminal or otherwise illegal activities, to violate any intellectual property rights of any party, or to communicate any defamatory, obscene, pornographic, harassing, or threatening or other offensive messages or materials. By using the Services you consent to receive periodic email communications from ACT concerning the Services, including without limitation ACT's material about other services which may be or become available from ACT and occasional service update bulletins.

Customer Accounts. Your are responsible for maintaining the confidentiality of all information related to your accounts, including, but not limited to, any account numbers, passcodes or user names. You accept all responsibility and liability for all activity related to their accounts, whether the activity is known or unknown, legal or illegal. ACT is not liable for any loss that you or any end user may incur as a result of any unauthorized use of their accounts, whether that use is with or without their knowledge. ACT reserves the right to refuse Services, cancel orders or terminate an account in its sole discretion. ACT does not market its Services to those under the age of 18. Services to any Customers under the age of 18 shall be billed to and with the consent of a parent or guardian. You agree you will not resell or distribute the Services, without ACTs permission. The Services may be used for internal business or personal purposes only.

Room Rental. You and all room rental users (hereinafter referred to as "Participants") are subject to these Terms and Conditions, any ACT policies, terms set out in the reservation forms or your confirmation email. Videoconferencing room reservations must be booked in advance and are subject to approval and acceptance by ACT and will not be binding upon ACT until such acceptance has been granted. Once you have booked a room you will receive a confirmation email from an ACT representative confirming your reservation. Acceptance shall be deemed to have occurred when ACT commences delivery of the ACT Services under a booking. ACT shall use commercially reasonable efforts to provide information regarding acceptance or rejection of such bookings in a timely manner. You will ensure all Participants agree to use the room rental according to these Terms and Conditions that at a minimum: (a) completely disclaims ACT's and its affiliates' liability for all matters arising out of or related to this Agreement, videoconference room location, or the ACT Services to be provided hereunder to the extent permissible by law and requires Participants to look solely to you with respect to such matters; (b) requires Participants to agree that all Participant's use of the ACT Services shall be lawful and to ensure that each Participant complies fully with the applicable terms of this Agreement, and all applicable laws and regulations in any of its dealings with respect to the ACT Services; (c) holds owner of the room, ACT, and their respective affiliates, officers, directors, employees and suppliers harmless from any third party claims arising out of or relating to Participant's use of the ACT Services; (e) protects ACT's proprietary rights in the ACT Services to at least the same degree as the terms and conditions of this Agreement; (f) makes no representations or warranties on behalf of ACT; and (g) does not grant any rights to Participants beyond the scope of this Agreement. ACT is not responsible for any cost incurred due to technical difficulties which may occur due to a cancellation of an order or during a videoconference. Fees for the conference will not be waived due to technical problems, unless specific problems can be reliably traced to an affiliate hardware malfunction.

Force Majeure. ACT shall not be liable to you (or your organization) or any end user for any period of delay in the delivery of its conferencing Services directly caused by any event beyond its reasonable control (Force Majeure), including, but not limited to, acts of nature, war, civil disorder, prohibitions or orders issued by public authorities; restrictions imposed by legislation; strikes or lockouts; or fire, lightning, inclement weather, explosions, terrorist acts, external network failure, extended power blackouts or epidemics.

Privacy. ACT will treat any information it collects from you in accordance with its Privacy Policy, which is hereby incorporated by reference. Please review the Privacy Policy, which is available at http://www.actconferencing.com/privacy.aspx before you use the Services. If you are unwilling to accept the terms and conditions of the Privacy Policy, we ask that you not use the Services.

Intellectual Property. Intellectual Property means any invention, patent, service mark, trademark, trade secret, copyright, know-how, software (including, but not limited to, source code and object code), process, procedure, network design, system design, platform development, customer information or other proprietary information which is owned, developed or used by ACT in providing information through its website, in providing conferencing services or in fulfilling any other obligations to its customers. All Intellectual Property developed by ACT for ACTs use in the provision of Services or information to you or potential customers shall remain the exclusive property of ACT. Unless explicitly stated otherwise, nothing in ACTs website or in any agreement with any entity shall be construed as a grant to that entity of any ownership right or license right therein, whether express or implied. Subject to this provision, however, a non-exclusive, revocable, non-transferable license is granted to you solely for the purpose of accessing and using ACTs online Services. This limited license will terminate upon the termination of ACTs relationship with you.

Indemnification. You (or if you are acting on behalf of an organization) shall defend, indemnify and hold harmless ACT and its affiliates, officers, agents and employees from any third-party claims, losses, suits, actions, damages, awards, settlements, penalties, and expenses (including fees and disbursements of counsel) which arise from any use of ACTs Services, from any breach of these Terms and Conditions or from any infringement of any intellectual property right.

Disclaimer of Warranties & Limitation of Liability.

UNLESS OTHERWISE AGREED IN WRITING, ACT EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND REGARDING ITS SERVICES, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, TITLE, OR FITNESS FOR A PARTICULAR PURPOSE. ACT DOES NOT WARRANT OR REPRESENT THAT ITS SERVICES WILL BE FREE FROM ERROR. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM ACT OR THROUGH OR FROM THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS TERMS OF SERVICE AGREEMENT

IN NO EVENT WILL ACT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR SPECIAL DAMAGES CAUSED BY YOU (OR YOUR ORGANIZATIONS) ACTS OR OMISSIONS OR FAILURE TO PERFORM ITS OBLIGATIONS HEREUNDER, OR FOR ANY LOST PROFITS OR LOSS OF GOODWILL, EVEN IF ACT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY EVENT, ACT'S MAXIMUM LIABILITY SHALL NOT EXCEED THE TOTAL INVOICED CHARGES FOR THE CALL AFFECTED BY SUCH FAILURE.

Applicable Law. These Terms and Conditions and all causes of action arising out of this these Terms and Conditions shall be governed by the laws of the State of Colorado. ACT and you specifically disclaim the U.N. Convention on Contracts for the International Sale of Goods.

Entire Agreement. This Agreement, the Privacy Policy, and other policies ACT may post constitute the entire agreement between ACT and you in connection with your use of the ACT Services and this site and supersede any prior versions of the terms and conditions, if applicable. The terms and conditions are effective until terminated by ACT. In the event of termination, the Intellectual Property, Disclaimers, Limitations of Liabilities, and Governing Law provisions set forth in these terms and conditions will survive. In the event of a conflict between any other notice, policy, disclaimer or other term contained in this Site, these terms and conditions will control, if any provision is deemed to be unlawful or unenforceable, it will not affect the validity and enforceability of the remaining provisions. If ACT has entered into a separate agreement with you or your organization, please refer to the specific Service Agreement's Terms and Conditions for the manner in which these terms are addressed.