Terms of Service Agreement

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

1. Scope.

1.1. Please read this Agreement carefully before proceeding. Before ordering any Services provided by ACT Teleconferencing, Inc., or its affiliates ("ACT"), you must agree to the Terms and Conditions. ACT 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. In continuing the use of ACT Services, you agree to be bound by this Agreement in the event that no Agreement exists.

1.2. 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. 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.

2. Term.

2.1. ACT will provide Services to Customer under this Agreement and for the price agreed to between the parties for a period of twelve (12) months beginning on the date the Customer agrees to the Agreement.

2.2. All stated prices are exclusive of any taxes, regulatory fees, fees and duties, or other amounts which the Customer may be responsible to pay. ACT reserves the right to modify its fees and charges and to introduce new charges at any time. ACT may change its pricing without notification to the Customer. Notwithstanding the foregoing, ACT may terminate services earlier if Customer fails to abide by the Agreement set forth herein.

3. Payment.

3.1. You agree that you shall be invoiced (may be received electronically) for the Services requested and used at rates negotiated and agreed upon by you and ACT, or if not negotiated and agreed upon, those rates will be charged at ACT's standard rates. All stated rates are your responsibility along with any tax like fees, regulatory fees, fees and duties or other amounts, however designated, and including without limitation value added and withholding taxes which are levied or based upon such charges. ACT will invoice customers once a month for services rendered. Unless the parties have agreed otherwise in an Agreement, invoice payments are due forty five (45) days from the date of this invoice. Any invoice dispute must be made in writing to ACT's Billing Department within thirty (30) days of date of incorrect invoice. Failure to pay the full amount by the due date shall result in a finance charge of 1.5% per month, or the legal maximum, whichever is lower.

3.2. ACT reserves the right to increase charges as a result of expenses incurred by ACT reasonably relating to regulatory assessments related to jurisdictionally US Services stemming from an order, rule or regulation of the Federal Trade Communications Commission or other regulatory authority or court having competent jurisdiction (including but not limited to USF related expenses).

3.3. ACT will absorb ACT bank fees related to wire payments. The Customer is responsible for Customer's bank charges associated with wire payments made to ACT.

3.4. ACT reserves the right to correct and receive payment for any errors on its invoices for up to ninety (90) days after the date of the incorrect invoice.

4. Termination and Suspension of Services.

4.1. In the event that payment in full is not received from Customer within forty-five (45) days following the due date, ACT shall have the right, without notice (online), to suspend all or any portion of Services to Customer. ACT may continue suspension until such time as Customer has paid in full all charges then due, including any late fees thereon specified herein.

4.2. ACT reserves the right to cancel Services, without notice to the Customer, should ACT perceive fraud is occurring. Customer shall be responsible for costs associated with such fraud. 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.

5. Communications and Content. Customer is responsible for the content of any and all communications over such Services. In using ACT's Services, Customers agree that they 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.

6. Customer Accounts.

6.1. Customer is responsible for maintaining the confidentiality of all information related to their accounts, including, but not limited to, any account numbers, passcodes or user names. Customer accepts 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 its Customer may incur as a result of any unauthorized use of their accounts, whether that use is with or without their knowledge.

6.2. ACT reserves the right to refuse Services, cancel orders or terminate an account in its sole discretion.

6.3. 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.

7. Force Majeure. ACT shall not be liable to Customer for any period of delay in the delivery of its conferencing Services directly caused by any event beyond its reasonable control and without its fault or negligence ("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.

8. 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.

9. Intellectual Property.

9.1. 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.

9.2. All Intellectual Property developed by ACT for ACT's use in the provision of Services or information to Customer or potential customers shall remain the exclusive property of ACT. Unless explicitly stated otherwise, nothing in ACT's 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.

9.3. Subject to this provision, however, a non-exclusive, revocable, non-transferable license is granted to Customer solely for the purpose of accessing and using ACT's online Services. This limited license will terminate upon the termination of ACT's relationship with the Customer.

10. Indemnification. Customer shall defend, indemnify and hold harmless ACT and its affiliates, officers, agents and employees from and against any third-party claims, losses, suits, actions, damages, awards, settlements, penalties, and expenses (including fees and disbursements of counsel) which arise out of (a) ACT Services; (b) any acts or omissions of in connection with its activities under this Agreement; (c) any warranty made by The Customer, its employees or others relating to the ACT Services or Customer Services that is inconsistent with statements provided in writing by ACT; or (d) breach of any representation, warranty, covenant or agreement of the Customer.

11. Disclaimer of Warranties & Limitation of Liability.

11.1. ACT's failure to provide Services due to operator error, OR failure of ACT equipment MAY result in a Credit. The applicable Credit MAY be determined by multiplying the applicable minute charge for such Services by the number of minutes or portion thereof (rounded to the nearest full minute) that such failure occurred. The foregoing remedy is the exclusive remedy to CUSTOMER for any failure by ACT to provide Services as agreed. In any event, ACT's maximum liability for such Credit shall be equal to the total invoiced charges for the call affected by such failure.

11.2. 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.

11.3. In no event will ACT be liable for any indirect, incidental, consequential, or special damages caused by the Customer's 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.

12. Transmission of Original Signatures and Executing Multiple Counterparts . Original signatures transmitted and received via facsimile or other electronic transmission of a scanned document, (e.g., pdf or similar format) are true and valid signatures for all purposes hereunder and shall bind the Parties to the same extent as that of an original signature. The Arrangement may be executed in multiple counterparts, each of which shall be deemed to constitute an original but all of which together shall constitute only one document.

13. Monthly Subscription Fee and Credit Card Charges. 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.

14. 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.

15. General

15.1. Applicable Law. This Agreement and all causes of action arising out of this Agreement shall be governed by the laws of the State of Colorado. ACT and its Customers specifically disclaim the U.N. Convention on Contracts for the International Sale of Goods.

15.2. No Waiver. No waiver of rights under this Agreement by either party shall constitute a subsequent waiver of such right or any other right under this Agreement.

15.3. Assignment and Subcontracting. Neither this Agreement nor any rights or obligations under this Agreement shall be assigned or otherwise transferred by The Customer (by operation of law or otherwise) or any declaration of trust, in whole or in part, made or given by The Customer without the prior written consent of ACT. This Agreement shall bind and inure to the benefit of the successors and permitted assigns of the parties. Without notice to the Customer, ACT may assign this Agreement to any of the Company's subsidiaries or related entities.

15.4. Severability. If any of the provisions of this Agreement are invalid under any applicable statute or rule of law, they are to that extent deemed omitted for and with respect to the geographic area in which that statute or rule of law has effect, and the parties will replace the provision in question with one that comes as close in scope and duration to the original expressed intent of the parties without infringing the statute or rule of law in question.

15.5. No Agency or Joint Venture. The parties agree and acknowledge that the relationship of the parties is in the nature of an independent contractor. This Agreement shall not be deemed to create a partnership or joint venture and neither party is the other's agent, Customer, employee, or representative. Neither party has the right or authority to, and shall not, assume or create any obligation of any nature whatsoever on behalf of the other party or bind the other party in any respect whatsoever.

15.6. No Third Party Beneficiary. It is the intention of the parties that no person or entity other than ACT and The Customer or their permissible assigns is or shall be entitled to bring any action to enforce any provision of this Agreement against either of the parties, and the covenants, undertakings and agreements set forth herein shall be solely for the benefit of, and shall be enforceable only by, the parties hereto or their respective successors and assigns as permitted hereunder. No term of this Agreement shall be enforceable by any person who is not a party to this Agreement.

15.7. Entire Agreement. This Agreement is the complete agreement between the parties hereto concerning the subject matter of this Agreement and replaces any prior oral or written communications between the parties. Nothing in this Section shall operate to exclude or limit either party's liability for fraud or fraudulent misrepresentation. This Agreement may only be modified by a written document executed by the parties hereto.

15.8. Counterparts. This Agreement may be executed in two counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.