TERMS OF SERVICE GLOBALMEET® AUDIO, VIDEO AND RESOLD SERVICES INCLUDING FOR CSAs AND CSOs

IMPORTANT- READ CAREFULLY: CUSTOMER’S USE OF SERVICES IS CONDITIONED UPON CUSTOMER’S COMPLIANCE WITH, AND CONFIRMS CUSTOMER’S AGREEMENT TO BE BOUND BY AND ACCEPTANCE OF, THESE TERMS & CONDITIONS, INCLUDING WITHOUT LIMITATION ALL SCHEDULES (THIS “AGREEMENT”). IF CUSTOMER DOES NOT AGREE WITH THE TERMS OF THIS AGREEMENT, DO NOT USE THE SERVICES. CUSTOMER IS ENCOURAGED TO PRINT OR DOWNLOAD THESE TERMS AND CONDITIONS AND TO REGULARLY CHECK THIS WEBSITE TO OBTAIN TIMELY NOTICE OF ANY CHANGES TO TERMS, WHICH MAY OCCUR FROM TIME TO TIME AND AT ANY TIME WITHOUT NOTICE.

 

1. Services & Pricing.
(a) Sales to Customer. 
Customer will pay American Teleconferencing Services, Ltd. d/b/a Premiere Global Services (“PGi”) for the PGi meeting solutions provided (the “Services”), at the “Customer Rates” and “Standard Charges” (as below defined) and according to any additional terms of use/service as set forth in schedules attached to and hereby incorporated into this Agreement (the “Schedules”). For purposes of this Agreement, Customer Rates are those specifically negotiated by Customer and agreed to by PGi, and Standard Charges are for those Services not subject to Customer Rates and/or rates included at list and all taxes, fees and surcharges. PRIOR TO USING ANY SERVICES, CUSTOMER AGREES (i) TO BE SOLELY RESPONSIBLE FOR REGULARLY REVIEWING PGi’s STANDARD CHARGES, WHICH ARE AVAILABLE UPON REQUEST FROM PGi SALES REPRESENTATIVES, AND (ii) TO OBTAIN TIMELY NOTICE OF CURRENT STANDARD CHARGES, INCLUDING ANY INCREASES OR OTHER CHANGES. In the event of a conflict between any terms herein and in any Schedule, the terms of the Schedule for the particular service shall control. Charges for use of Services shall be invoiced in such manner as stated on an applicable Schedule, or if not therein provided, shall be invoiced at the end of each billing cycle, and, in all cases, payments are due within thirty (30) days after receipt of invoice.

 

(b) Taxes & Other Charges. PGi reserves the right, in its sole discretion, to change or institute new or additional rates, charges and/or fees for access to or use of the Services or to change its payment terms or billing methods at any time. PGi may cancel, re-schedule or suspend orders if PGi determines, in its sole discretion, that Customer’s previous payment record so warrants such change. Customer will pay, and PGi reserves the right to collect in arrears, all sales, use, consumption, goods and services, excise or other taxes (other than taxes based upon PGi net income), fees, surcharges, charges for universal support mechanisms (including without limitation any and all federal or state Universal Service Fund charges) or other charges of any nature whatsoever, now or hereafter imposed or assessed on PGi, by any foreign, federal, state/provincial, county or local government authority upon or with respect to the Services provided. If Customer claims exemption from charges, Customer must provide PGi with a current, valid exemption certificate from the applicable regulatory authority.

 

(c) Minimum Commitment. In the event Customer agrees to a minimum commitment for use of the Services during the term of the Agreement (“Minimum Commitment”) and does not meet its Minimum Commitment in any given month, quarter or year, as applicable, PGi shall invoice for, and Customer shall pay, upon receipt of invoice, the shortfall equal to the difference between the Minimum Commitment during each applicable term less any payments for actual usage made by Customer during each applicable period during the term of the Agreement. For commitments based on minutes, the shortfall amount in dollars shall be calculated based upon pricing using the proportion of Services as Customer actually used during the applicable period. Only the per minute usage of the PGi meeting solutions shall be applicable to the Minimum Commitment.

 

(d) Credit Cards. Notwithstanding any other provision herein, for any fees and/or charges paid by credit or debit cards, Customer agrees if payment is not received by PGi from the card issuer or its agents, Customer will pay all amounts due upon demand by PGi. Each time Customer uses the Services, or allows or causes the Services to be used, Customer agrees and reaffirms that PGi is authorized to charge Customer’s designated card in connection with the Service. CUSTOMER FURTHER AGREES THAT PGi MAY SUBMIT ADDITIONAL CHARGES FOR USE OF THE SERVICES EACH MONTH, QUARTER OR YEAR, AS APPLICABLE, IN ACCORDANCE WITH THIS AGREEMENT, WITHOUT FURTHER AUTHORIZATION FROM CUSTOMER, until Customer provides prior written notice (in accordance with PGi’s verification procedures, as may be established by PGi from time to time in its sole discretion) that Customer terminates this authorization or desires to change its designated card. Such notices will not affect charges submitted before PGi reasonably could act on such notice. When Customer provides its card information to PGi (or its designated licensees or subcontractors), Customer represents and warrants to PGi that Customer is the authorized user of Customer’s designated card. Customer agrees to promptly notify PGi of any changes to Customer’s designated card account number, its expiration date or Customer’s billing address, as applicable, and Customer agrees to notify PGi if such designated card expires or is cancelled for any reason. For the avoidance of doubt, the designated card account holder is responsible for all charges incurred, including applicable taxes, and all purchase made by such account holder or anyone that uses the card. WITHOUT LIMITING ANY OTHER REMEDY HEREIN, IF RECURRING FEEES ARE NOT PAID IN A TIMELY MANNER, OR IF PGi IS UNABLE TO PROCESS CUSTOMER’S TRANSACTION(S) USING THE DESIGNATED CARD INFORMATION PROVIDED, PGi RESERVES THE RIGHT TO SUSPEND AND/OR TERMINATE THE SERVICES.

 

(d) Disputes. Past-due balances not reasonably disputed in good faith as herein provided shall be subject to an interest charge of 1.5% per month computed from the due date of each invoice previously issued, or the maximum rate legally permitted, whichever is less, and Customer shall pay any collection costs, including reasonable attorneys’ fees, and other expenses incurred by PGi to collect any such sums due under this Agreement. Customer must notify PGi of any charge disputed in good faith, with supporting documentation, within thirty (30) days from the date of invoice, or Customer will be deemed to agree to such charges and no adjustments to charges or invoices will be made. Customer remains responsible to pay charges not reasonably disputed in good faith as herein provided by the due date.

 

2. Term & Termination.
(a) Term. Services shall commence upon the Service Commencement Date as agreed upon by the parties, in writing (or via click-thru acceptance), and shall continue, unless different terms are specified by the parties, in a Schedule or otherwise in writing or via click-thru acceptance, for a minimum term of twelve (12) months (“Initial Term”), with renewal terms continuing indefinitely thereafter at lengths equal to the Initial Term (each a “Renewal Term”). Without limiting the foregoing, if the term of any Services described in a Schedule extends beyond the expiration or termination of this Agreement, the terms of this Agreement shall apply to such Services even after expiration or termination of the Agreement. Either party may terminate this Agreement at the end of a term by providing written notice to the other party of such termination at least sixty (60) days prior to the end of such term or as the parties otherwise agree, in writing (or via click-thru acceptance).

 

(b) Promotional Term; Free Trial Term. If Customer uses Services pursuant to a promotional offer granting free Services and/or a free trial for Services, which may include without limitation the waiver of certain fees and/or other charges as defined by a particular promotional offer (“Free Services”), Customer will receive use of the Free Services solely for a limited period of time and all use of all Free Services shall be subject to the terms herein and any and all other restrictions, limitations and conditions identified or communicated to Customer with the specific Free Services offer, including without limitation, Customer is and will remain liable for all charges not otherwise designated as specifically and expressly waived pursuant to the applicable promotional offer. Notwithstanding any other provision in this Agreement, all Free Services are provided solely as an accommodation to Customer, and PGi reserves the right, at all times and in its sole discretion, to terminate or modify any Free Services at any time without notice, including without limitation for any abuse of the Free Services and/or Customer’s failure to pay fees and charges not otherwise designated as specifically and expressly waived pursuant to the applicable promotional offer. CUSTOMERS SIGNING UP TO PAY FOR SERVICES BY CREDIT OR DEBIT CARDS, ACKNOWLEDGE AND AGREE THAT AS A CONDITION TO RECEIVE ANY FREE SERVICES, A FEE AND/OR CHARGE, AS APPLICABLE, WILL BE PRE-AUTHORIZED AGAINST CUSTOMER’S CREDIT CARD OR DEBIT CARD LIMIT (MEANING THE AMOUNTS PRE-AUTHORIZED WILL NOT BE CONSIDERED AVAILABLE CREDIT OR DEBIT FUNDS IN SUCH ACCOUNT) AND, UNLESS THE PARTIES EXPRESSLY AGREE OTHERWISE, WILL BE IMMEDIATELY CHARGED TO CUSTOMER’S CREDIT OR DEBIT CARD, WITHOUT FURTHER AUTHORIZATION FROM CUSTOMER, UPON THE EXPIRATION OF THE FREE SERVICES PERIOD, UNLESS CUSTOMER TERMINATES SERVICES IN ACCORDANCE WITH THE TERMS OF THE SPECIFIC PROMOTION AND/OR THIS AGREEMENT. FOR THE AVOIDANCE OF DOUBT AND NOTWITHSTANDING ANY OTHER PROVISION HEREIN, IN THE EVENT ANY PROMOTION HAS RATES AND/OR FEES NOT IMPLEMENTED UNTIL AFTER THE END DATE FOR FREE SERVICES (“RATE IMPLEMENTATION DATE”) AND PGi AGREES TO MAKE AVAILABLE ANY FREE SERVICES TO CUSTOMER PRIOR TO SUCH RATE IMPLEMENTATION DATE, UNLESS THE PARTIES OTHEWISE EXPRESSLY AGREE IN WRITING, CUSTOMER’S INITIAL APPLICABLE TERM FOR SERVICES SHALL BE EXTENDED BY THE LENGTH OF THE FREE SERVICES PERIOD; PROVIDED, HOWEVER, IF SUCH FREE SERVICES PERIOD WOULD RESULT IN CUSTOMER’S INITIAL APPLICABLE TERM ENDING IN THE MIDDLE OF A BILLING CYCLE, THEN SUCH TERM SHALL BE EXTENDED TO THE LAST DAY OF SUCH BILLING CYCLE.

 

(c) Termination for Cause. Either party may terminate this Agreement at any time in the event that the other party breaches any provision of this Agreement in any material respect and fails to cure such breach within thirty (30) days after receipt of written notice of such breach. Notwithstanding the foregoing, PGi may terminate this Agreement and/or suspend the provision of Services immediately: (i) for illegal, fraudulent, improper or abusive use of the Services (including without limitation Customer’s use of the Services in contravention of Section 6, to be determined in PGi’s sole discretion); (ii) if deemed reasonably necessary by PGi to prevent interruption or disruption to PGi’s network, its business or other customers; (iii) if any portion of an invoice not reasonably disputed in good faith as herein provided remains unpaid when due (including without limitation any Minimum Commitment shortfall amount); or (iv) for breach, not subject to cure. All terminations by PGi shall be effective as of the date designated in the termination notice, and PGi shall not be liable to Customer or any third party should PGi exercise its right to discontinue Services, in whole or in part, or terminate this Agreement pursuant to this Section 2(c).

 

(d) Effect of Termination by Customers with Minimum Commitment.  If Customer has agreed to a Minimum Commitment and Customer terminates this Agreement (not due to breach by PGi) or if PGi terminates on account of Customer’s breach, Customer shall pay to PGi as liquidated damages, but not as a penalty and representing a reasonable estimate of the probable loss to PGi, the shortfall resulting from Customer’s failure to meet any Minimum Commitment for the term of this Agreement, which amount shall equal the difference between the Minimum Commitment multiplied, as applicable, by the number of months, quarters or years in the term less any payments for actual usage made by Customer during the term of this Agreement; provided, however, no payments over and above the Minimum Commitment for any one month, quarter or year, as applicable, shall apply to or in any way be credited against any other, past or present, Minimum Commitment or the overall shortfall amount for the term of this Agreement. For terminations without Minimum Commitments, Customer remains responsible for any and all fees and charges due and incurred through the termination effective date and will not be entitled to any partial month credits or refunds of any kind, including without limitation if Customer elects to not use the Services prior to the termination effective date.

 

(e) Effect of Termination for Free Services. In addition to and without limiting any other rights or remedies PGi has herein or otherwise identified or communicated to Customer with the specific Free Services offer, if PGi determines, in its sole discretion and whether or not it has conducted an audit, that Customer has violated any conditions of and/or limitations on the Free Services or any associated software, PGi reserves the right to immediately terminate the Free Services and to charge and to collect from Customer the amount Customer would have been required to pay for the Free Services as a retail customer (applying then-current list rates and/or Standard Charges, as applicable) during the period of Customer’s non-compliance. Customer agrees to pay this amount to PGi, plus the cost of conducting any associated audits by PGi that in the sole discretion of PGi reveal non-compliance.

 

3. Proprietary Information & Non-Disclosure. Each party acknowledges that, in the course of performing its duties under this Agreement, it may obtain information relating to the business, the Services and to the other party that is of a confidential and proprietary nature (“Proprietary Information”). Such Proprietary Information may include, but is not limited to, trade secrets, know-how, inventions, techniques, processes, computer programs, schematics, data, customer lists, financial information and sales and marketing plans. Without limiting the foregoing, this Agreement and the pricing terms referenced herein shall be considered Proprietary Information of PGi. Each party and its employees and agents shall at all times, during the term of this Agreement and thereafter, keep in trust and confidence all Proprietary Information and shall not use such Proprietary Information other than in the course of their duties under this Agreement, nor shall either party or its employees and agents disclose any of such Proprietary Information to any individual or entity without the other party’s prior written consent. Each party acknowledges that any such Proprietary Information received by the other party shall be received as a fiduciary of the other party. Each party further agrees to immediately return to the other party or destroy all Proprietary Information in its possession, custody or control in whatever form held (including all copies of all written documents relating to that) upon termination of this Agreement or at any time, or from time to time, upon the request of the other party.

 

4. Trademarks & Trade Names. Except as required for use of the Services, Customer has no right or license to use any of the trademarks or trade names owned by, licensed to or associated with PGi and its suppliers (the “PGi Marks”) during the term of this Agreement without express written consent from PGi. Despite prior approval, Customer will immediately cease and desist using the PGi Marks upon notice from PGi or upon termination of this Agreement for any reason. Any use by Customer of the PGi Marks other than as described above will constitute a breach of this Agreement for which, in addition to any other remedies available at law or in equity, PGi may terminate this Agreement. If PGi elects to issue a press release pertaining to this Agreement, PGi and Customer agree to cooperate in a joint press release, subject to both parties’ prior review and approval, announcing the execution of this Agreement. Customer agrees to allow PGi to name Customer as a client of PGi in any marketing material PGi may create from time to time. PGi will not use Customer trademarks or trade names, other than the corporate name and/or logo of Customer or solely to the extent used in PGi’s internal business communications and/or presentations, in any marketing materials without the prior written consent of Customer, which consent shall not be unreasonably withheld.

 

5. Intellectual Property.

(a) The Services provided under this Agreement (including any custom application(s) developed for Customer and results from a collaboration) and all associated intellectual and proprietary rights are the sole property of PGi and/or its suppliers.

 

(b) PGi welcomes feedback regarding many areas of PGi’s Services, include its web sites. Any ideas, suggestions, comments and/or other feedback Customer provides to PGi (“Feedback”) shall be deemed to be non-confidential and PGi shall be free to use such information on an unrestricted basis. Customer should only provide specific Feedback on PGi’s existing Services and should not include any ideas that PGi’s policy will not permit it to accept or consider. PGi or any of its employees do not accept or consider unsolicited ideas of any kind, including ideas for new or improved services, products or technologies, enhancements or new service names. The following terms shall apply to submissions of all Feedback: Customer agrees that: (1) all submissions and their contents will automatically become the property of PGi, without any compensation; (2) PGi may freely and irrevocably use, disclose, reproduce, license, sublicense, distribute or redistribute and otherwise commercialize the submissions and their contents for any purpose and in any way throughout the world, without royalty; (3) there is no obligation for PGi to review the submission; and (4) there is no obligation to keep any submissions confidential. For the avoidance of doubt, Customer will not submit any Feedback to PGi that (1) Customer has reason to believe is subject to any patent, copyright, or other intellectual property claim or right of any third party; or (2) that is subject to license terms that seek to require any PGi product incorporating or derived from any Feedback, or other PGi intellectual property, to be licensed to or otherwise shared with any third party.

 

6. Customer Compliance & Indemnification.

(a) Customer acknowledges that PGi has no control over the content of information transmitted by Customer through the Services (whether visual, written or audible) and that PGi does not examine the use to which Customer puts the Services or the nature of the information Customer or Customer’s users send or receive. Customer shall comply with all applicable foreign, federal, state/provincial and local laws relating to use of the Services under this Agreement (including without limitation, export and control laws and regulations). Customer agrees not to transmit content through use of the Services that infringes any third party’s intellectual property rights or that is unlawful, threatening, abusive, harassing, libelous, deceptive, fraudulent, invasive of another’s privacy, vulgar, obscene or otherwise contains objectionable material of any kind or nature. Customer is responsible: (i) for any and all activities that may occur under Customer’s account and (ii) to maintain the confidentiality and security of its Host ID and/or access numbers, keys and passwords/passcodes. Customer agrees to notify PGi immediately if there has been an unauthorized use of any Host ID and/or access numbers, keys and/or passwords/passcodes or any other breach of security and Customer shall be liable for fraudulent charges until such time as Customer has notified PGi to suspend any compromised Host IDs, access numbers, keys and/or passwords/passcodes. Customer acknowledges that PGi may from time to time monitor bridge activity relating to the Services for quality assurance and fraud detection and may further gather system data. Further, and notwithstanding confidentiality provisions herein, PGi may disclose information about Customer’s use of Services to satisfy any law, regulation, government agency request, court order, search warrant, subpoena or other legal process.

 

(b) Customer acknowledges that PGi does not provide traditional telephone service, and the services are not intended to support or carry any emergency calls to any emergency services of any kind. Customer needs to make additional arrangements in order to access emergency services. Additionally, use of conference recording or taping any use of the Services may subject Customer to laws or regulations. Customer acknowledges and agrees that: (i) Customer may not record or tape any Web, video or telephone conversation in connection with the services unless Customer is in compliance with all laws relating to the recording of communications and protecting the privacy of communication for all parties to the conversation. PGi has not and is not expected to provide Customer with any analysis, interpretation or advice regarding Customer’s compliance with the above, and Customer is solely responsible and obligated to provide any required notifications to participants prior to commencement of conferences.

 

(c) Customer shall indemnify, defend and hold PGi, its officers, directors, employees, affiliates and its suppliers harmless from any claims, losses, damages, penalties or costs (including without limitation reasonable attorneys’ or expert witness fees) arising out of Customer’s (or any individual or entity accessing the Services through Customer or Customer’s account): (i) use of the Services; (ii) violation or alleged violation of any applicable laws or regulations with respect to the Services; or (iii) infringement of any intellectual property rights of any third party. The obligations contained in this paragraph shall survive any termination or suspension of the Services contemplated herein, the expiration or termination of this Agreement and final payment.

 

7. Warranty & Limitation of Liability. ALL SERVICES PROVIDED UNDER THIS AGREEMENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND PGi SHALL NOT HAVE ANY LIABILITY TO ANY PARTY, INCLUDING BUT NOT LIMITED TO CUSTOMER, FOR THE CONTENT OF INFORMATION TRANSMITTED BY CUSTOMER THROUGH THE SERVICES OR ANY LOSS, DELAY, INTERRUPTION, OR INACCURACY OF SUCH COMMUNICATIONS. PGi DISCLAIMS ANY AND All REPRESENTATIONS, WARRANTIES OR COVENANTS, FOREGOING, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT REGARDING THE SERVICES. WITHOUT LIMITING THE FOREGOING, PGi MAKES NO WARRANTY OR REPRESENTATION REGARDING THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES, AND ANY MATERIAL, AND/OR DATA DOWNLOADED, UPLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS AT YOUR OWN DISCRETION AND RISK. PGi ALSO DOES NOT MAKE ANY WARRANTY OR GUARANTEE FOR ANY PRODUCTS OR SERVICES PROVIDED BY VENDORS SUGGESTED BY PGi. NEITHER PGi NOR PGi’S SUPPLIERS SHALL IN ANY EVENT BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING BUT NOT LIMITED TO LOSS OF PROFIT OR OTHER MONETARY LOSS; LOSS OR INTERRUPTION OF DATA, RECORDINGS, COMPUTER TIME OR VOICE TRANSMISSIONS; ALTERATION OR ERRONEOUS TRANSMISSION OF DATA; ACCURACY OF DATA; INABILITY TO USE THE SERVICES TO CONTACT EMERGENCY SERVICES, UNAUTHORIZED ACCESS TO OR USE OF VOICE OR DATA PROCESSED OR TRANSMITTED BY, TO OR THROUGH THE SERVICE; OR PROGRAM ERRORS) EVEN IF PGi IS ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES. PGi SHALL NOT BE LIABLE FOR ANY FAILURE TO PERFORM, OR DELAY IN PERFORMANCE OF, ITS OBLIGATIONS UNDER THIS AGREEMENT CAUSED BY REASONS BEYOND PGi’s CONTROL. IN NO EVENT SHALL PGi’S TOTAL LIABILITY TO CUSTOMER ARISING UNDER THIS AGREEMENT, WHETHER SUCH THEORY OF LIABILIY IS BASED ON CONTRACT, TORT OR OTHERWISE, EXCEED AN AMOUNT EQUAL TO THE CHARGES (CALCULATED ON A PRO-RATED BASIS FOR ADVANCED PAYMENTS OF ALL CHARGES) BY PGi TO CUSTOMER FOR THE PARTICULAR SERVICE PERFORMED BY PGi DURING THE ONE MONTH PERIOD IMMEDIATELY PRIOR TO THE DATE OF EVENT, ACT OR OMISSION GIVING RISE TO THE LIABILITY. In the event some or all of the foregoing limitations in this Section 7 may not be effective in the applicable jurisdiction or to the extent the applicable law mandates a more extensive warranty, the applicable law will prevail over these terms.

 

8. Notices. Customer notices for billing or account management purposes will be addressed to the address provided to PGi. Notifications to PGi shall be addressed to: American Teleconferencing Services, Ltd. d/b/a Premiere Global Services, Attn: Legal Services Department, 3280 Peachtree Road NE, Suite 1000, Atlanta, GA 30305-2422 USA. Any notice required or permitted to be given under this Agreement must be written in English and shall be deemed given and effective upon delivery if sent by personal delivery or by facsimile transmission (with confirmation of successful delivery), two (2) days after deposit with a nationally-recognized overnight delivery service or five (5) days after posting if sent by certified United States mail, return receipt requested, with postage pre-paid and addressed as above-provided or to such other addresses as may be designated by notice from one party to the other. Customer hereby grants PGi express consent to contact all individual account holders and moderators to communicate information regarding PGi’s services and products, including without limitation, upgrades, enhancements, end-of-life, modifications and/or other feature changes. Without limiting the foregoing, Customer grants PGi express consent to periodically contact Customer and/or to forward to Customer’s e-mail address(es) on file information regarding PGi’s services and products, including without limitation, upgrades, enhancements, end-of-life, modifications and/or other feature changes and/or various promotional and advertising materials regarding other PGi’s products, services, marketing plan and other business related items.

 

9. Miscellaneous. This Agreement may be executed in counterparts, each of which will be deemed an original but all of which together will constitute one and the same document. Captions/headings are for convenience only and not to be used in construing this Agreement. If any provision herein is held by a court to be illegal, invalid or unenforceable, the remaining terms shall not be affected or impaired thereby, and the illegal, 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 risk. Any failure by a party to comply with this Agreement may be waived by the other party, but any such waiver must be in writing signed by the waiving party and will not be deemed a waiver of any subsequent failures or of any other obligations, agreements or conditions contained herein. The parties’ relationship to each other shall be that of independent contractors. Neither party shall or shall be deemed to be an agent, employee, partner of, or joint venturer with the other party. Each party enters into this Agreement solely for its own benefit and purpose, and except for PGi’s suppliers, this Agreement in no way confers any rights upon, or imposes obligations on either of the parties toward, any third party, including but not limited to any recipient of content transmitted through the Services. This Agreement shall be binding upon and inure to the benefit of the parties’ successors, legal representatives and authorized assigns. PGi may assign its rights and obligations under this Agreement to an entity that either now or in the future controls, is controlled by or is under common control with PGi or as a consequence of merger, acquisition, change of control or asset sale. Customer may not assign its rights and obligations under this Agreement without PGi’s written consent. All sections in this Agreement intended to survive any cancellation, termination, expiration or suspension of this Agreement will so survive. This Agreement shall be governed by, and construed and enforced in accordance with the laws of the State of Georgia applicable to agreements made and to be performed therein, without regard to any conflicts or choice of law rules. The parties agree to submit to the exclusive jurisdiction of Fulton County, Georgia to resolve any disputes arising hereunder. The English language version of this Agreement controls. Agreements provided in languages other than English are provided for ease of reference only. If Customer is in Canada, it is the express wish of both parties that this Agreement, and any associated documentation, be written and signed in English. C’est la volonté expresse des parties que la présente convention ainsi que les documents qui s’y rattachent soient rédigés en anglais.

 

10. Entire Agreement. This Agreement, including all Schedules attached hereto, constitutes the final, complete and entire agreement between the parties with respect to the subject matter hereof, and supercedes any previous proposals, negotiations, agreements or arrangements, whether verbal or written made between the parties with respect to such subject matter. There are no other verbal agreements, representations, warranties, undertakings or other agreements between the parties. If Customer requires use of a Customer-form purchase order in connection with any of the Services to be performed hereunder, Customer hereby acknowledges and agrees that to the extent such purchase order contains any pre-printed or other terms and conditions, such terms and conditions, whether in addition to or in conflict with this Agreement, shall have no effect whatsoever and this Agreement shall govern the relationship between PGi and Customer. Without limiting any other rights in this Agreement, PGi may amend at any time the provisions of this Agreement by, at PGi’s election: (i) posting revised terms and conditions (“Amended Terms”) on www.pgi.com (the “PGi Web Site”); (ii) delivering the Amended Terms to Customer at the address, fax or e-mail address provided herein (such delivery may be included in invoices for the Services delivered to Customer); or (iii) by other reasonable means as permitted by applicable laws. All Amended Terms shall automatically be effective the earlier of: (i) the date indicated on the PGi Web Site or (ii) Customer’s next billing cycle following posting or delivery to Customer. CUSTOMER AGREES TO BE SOLELY RESPONSIBLE FOR REGULARY REVIEWING THE PGi WEB SITE TO OBTAIN TIMELY NOTICE OF ANY SUCH AMENDED TERMS AND PGi’s THEN-CURRENT TERMS AND CONDITIONS. BY USING THE SERVICES AFTER POSTING OR DELIVERY OF AMENDED TERMS, CUSTOMER WILL BE DEEMED TO HAVE ACCEPTED AND BE BOUND BY SUCH AMENDED TERMS. For the avoidance of doubt, and notwithstanding the foregoing or any other provision herein or in any Schedule hereto, no notice of any kind, written or otherwise, is required for changes to Standard Charges or Customer Rates as each is defined in Section 1(a) to this Agreement. No such amendment by PGi shall serve to constitute a default or termination by PGi of this Agreement, nor shall such amendment serve to be a basis for Customer’s termination of this Agreement. Except as otherwise provided in this Agreement or any Schedule hereto, this Agreement may only be amended or modified, in whole or in part, by a written instrument signed by the parties to this Agreement.

 

Schedules of Additional Terms of Service

In addition to the above term and conditions, by using any of the following Services (including any trial or promotional/free use), Customer agrees to the following Additional Terms of Service. PRIOR TO USING ANY SUCH SERVICES, CUSTOMER AGREES (i) TO BE SOLELY RESPONSIBLE FOR REGULARLY REVIEWING PGi’s ADDITIONAL TERMS OF SERVICE, WHICH ARE AVAILABLE VIA THE LINKS BELOW AND/OR UPON REQUEST FROM PGi SALES REPRESENTATIVES, AND (ii) TO OBTAIN TIMELY NOTICE OF ANY CHANGES TO SUCH TERMS. In the event of a conflict between any terms herein and in any Schedule, the terms of the Schedule for the particular service shall control.

 

Schedule of Additional Terms of Service for Resold Services – Internet Services/Web Conferencing

Schedule of Additional Terms of Service for Adobe Services

Schedule of Additional Terms of Service for PGi Audio for Microsoft® Lync® Services

Schedule of Additional Terms of Service for Webcasting Services

 

Schedule of Additional Terms of Service for Resold Services – Internet Services/Web Conferencing

By using Resold Services (including any trial or promotional/free use), Customer agrees to the following Additional Terms of Service for Resold Services.

 

License Grant.. PGi grants to Customer a non-exclusive, non-transferable, non-sublicensable revocable right to use Internet Services for web conferencing and collaboration and any software associated with such Internet Services for the limited purpose of conducting or attending meetings and presentations only. Customer may not rent, lease, grant a security interest in, or otherwise transfer any rights in the use of the Services. Customer is prohibited from reselling or acting as a service bureau for any of the Internet Services provided by PGi. Customer shall not reverse engineer, modify, decompile, disassemble, translate or otherwise attempt to derive source code from any part of the Internet Services or associated software. Customer shall not remove, alter or obscure in any way any proprietary rights notices (i.e., copyright notices).

 

User Content.. Customer warrants and represents that it is the owner or licensee of any content that it uploads, records or otherwise transmits through the Services, including but not limited to photographs, caricatures, illustrations, designs, icons, articles, text, audio clips, and video clips (collectively, “Customer Content”).

Customer warrants and represents it will not publish, post, upload, record or otherwise transmit Customer Content that: (i) infringes any third party’s copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy; (ii) violates any law, statute, ordinance or regulation (including without limitation the laws and regulations governing export control, unfair competition, anti-discrimination or false advertising); (iii) is defamatory, trade libelous, unlawfully threatening or unlawfully harassing; (iv) is profane, indecent, obscene, harmful to minors or child pornographic; (v) contains any viruses, Trojan horses, worms, time bombs, cancelbots, corrupted files or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information or property of another; or (vi) is materially false, misleading or inaccurate.

 

User Conduct.. Customer agrees to comply with applicable United States export laws and regulations regarding the transmission of technical data exported from the United States through the Services. Customer agrees not to: (1) use the Services in connection with chain letters, junk mail, surveys, contests, pyramid schemes, spamming or any duplicative or unsolicited messages, 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 Services any directory of other users or usage information or any portion thereof other than in the context of Customer’s use of the Services; (4) knowingly interfere with or disrupt networks connected to the Services or violate the regulations, policies or procedures of such networks; (5) attempt to gain unauthorized access to the Services, other accounts, computer systems or networks connected to the Services, through password mining or any other means; or (6) use the Services for illegal purposes (including without limitation, gambling or betting).

Without limiting its other obligations, Customer shall indemnify, defend and hold PGi and its suppliers harmless from any claims, losses, damages, penalties or costs (including without limitation reasonable attorneys’ fees) arising out of: (i) use of the Web Conferencing/Internet Services; (ii) violation or alleged violation of any applicable laws or regulations with respect to Web Conferencing/ Internet Services; and/or (iii) infringement of any intellectual property rights of any third party. PGi or its suppliers may, at their discretion and upon reasonable belief, take any reasonable action they deem necessary, if Customer’s conduct fails to conform with these Terms of Service or may create liability for PGi or its Suppliers. Notwithstanding any other provision, the indemnity obligations above-provided shall survive any termination or suspension of the Web Conferencing/Internet Services contemplated herein, the expiration or termination of any agreement for such services, shall survive final payment and shall not be subject to any limitation on liability of any kind

 

International Sale of Goods, Export & Import Control Laws & Regulations.. The application of the United Nations Convention on the International Sale of Goods is hereby expressly excluded. 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 associated software. Without limiting the foregoing, Customer understands that the Services and associated software are an “encryption item” subject to controls under the Export Administration Regulations promulgated by the U.S. Department of Commerce. Customer agrees that it will not, and will not cause others to, export or re-export the Services or any associated software in any form in violation of the export laws of the United States or any foreign jurisdiction. Customer will defend, indemnify, and hold harmless PGi and its suppliers from and against any violation of such laws or regulations by Customer or any of its agents, officers, directors, or employees.

 

Governmental Agencies.. Use of the Services and any associated software by the United States Government or other governmental agencies shall be as “restricted computer software” or “limited rights data” as set forth in “Rights in Data – General” at 48 CFR 52.227-14, or as “commercial computer software” or “commercial computer software documentation” under DFARS 252.227-7015, or under such other similar applicable terms and conditions to prevent the transfer of rights in and to the technology to the government other than under normal commercial licensing terms and conditions.

 

For the avoidance of doubt, in addition to the foregoing terms, Microsoft & WebEx Microsites, as well as certain other services, including Brainshark services are subject to additional Terms of Use/Service to be provided at time of order.

 

The following terms shall apply exclusively to Web Conferencing Services:

 

Named User License. A “Named User” is an individual designated and identified by the Customer as an organizer/administrator who is authorized to schedule conferences. There may be only one user / employee assigned to a Named User license. Named User licenses cannot be shared among multiple individuals, and separate Named User licenses must be purchased for each individual. Only one conference may occur at any given time (i.e. no concurrent meetings) per licensed Named User. For each conference scheduled by a Named User, the Named User must: (1) host the conference by entering as a presenter, and (2) act as an organizer of the conference through use of their organizer identification. Customer is at all times responsible for monitoring and maintaining the use of the Named User licenses within the forgoing parameters, and the Customer shall indemnify PGi in the event a claim is brought or damages are incurred due to Customer’s misuse of the Named User license. A Named User designation may not be transferred to another Customer employee except upon (a) termination of the Named User’s employment with Customer, or (b) in all other instances, PGi’s express prior written approval.

 

Schedule of Additional Terms of Use for Adobe Services

By using the Adobe Services (including any trial or promotional/free use), Customer agrees to the following Additional Terms of Service for Adobe Services.

PGi is a fulfillment agent for Adobe Services and any and all use and provision of all Adobe Services, in addition to being subject to the terms and conditions of this Agreement, is expressly conditioned upon Customer’s acceptance of the terms of the applicable end user license agreement and/or the then-current Adobe Terms of Service agreement for the services, as applicable (“EULA”) and all other terms for use of the Adobe Services as set forth in a Schedule/Quotation/Order for Adobe Services attached to this Agreement. Without limiting the foregoing, Customer acknowledges and agrees that it is solely responsible for reviewing and complying with the applicable EULA and for ensuring that all individuals accessing or using the Adobe Services and any affiliated hosted applications comply with the Attendee Terms of Service, each of which is available at http://www.adobe.com/products/eulas/. Notwithstanding any other provision in this Agreement, the applicable EULA and Terms for Use of the Adobe Services herein provided shall govern and control in the event of a conflict between such terms and any terms in this Agreement. Service shall commence upon the Service Commitment Date and the term shall be as set forth in the Adobe quote. Thereafter the term shall automatically renew (except as described below) for an additional 12 months (or such other renewal term as may be specified by the parties in writing) unless terminated by either party by written notice delivered at least 60 days prior to the conclusion of the applicable term/renewal term; provided, however, that that Adobe Connect Managed Services, Connect Solutions and Maintenance & Support and any successor services thereto shall not be subject to automatic renewal. At the commencement of any renewal term and in PGi’s sole discretion, the rates for Services provided pursuant to this Agreement may, (unless otherwise agreed to by the parties in writing) automatically adjust to PGi’s then-standard rates. Unless otherwise expressly agreed upon by the parties in a written Schedule/Quotation/Order for Adobe Services attached to this Agreement, all charges for Adobe Services require a non-refundable advanced payment, on an annual basis. To the extent PGi agrees, in writing, to any installment payments for Adobe Services during any given year (other than PPU payments) during the term of the Agreement, Customer acknowledges and agrees that any and all installment payments shall accelerate and become immediately due and payable in the event Customer is delinquent in payment thereof. For Customers paying for Adobe ® Acrobat ® Connect™ Hosted on a Pay Per Use (PPU) basis, all charges for Adobe Services require non-refundable payments that are calculated per minute by multiplying the number of minutes used by the number of users using Adobe Services. Customer acknowledges and agrees that notwithstanding any other provision in this Agreement, Customer is not and will not be entitled to any partial month or partial term credits or refunds of any kind (including but not limited to pre-paid charges) for Adobe Services in the event of termination for any reason, and in the event of termination for any reason, Customer shall pay to PGi: (i) liquidated damages, but not as a penalty, the shortfall resulting from Customer’s failure to meet any commitment for Adobe Services for the full term of such services, which shall represent a reasonable estimate of the probable loss to PGi; or (ii) for PPU Customers, all fees and charges incurred for Adobe Services used through the effective date of termination.

 

Schedule of Additional Terms of Service for PGi Audio for Microsoft® Lync® Online

By using PGi Audo for Microsoft ® Lync™ Online (including any trial or promotional/free use), Customer agrees to the following Additional Terms of Service.

 

Provision of Audio Conferencing Services.. Customer acknowledges that the audio conferencing Services subject to this Agreement are provided by PGi (and not Microsoft or its affiliates). Customer must subscribe for, or acquire a license to, Lync Online as a pre-requisite for operation of such Services.

 

Permitted Audio Conferencing Countries.. Customers that acquire subscriptions for Services outside countries permitted by PGi or its suppliers, as determined in their sole discretion (“Permitted Countries”) may not be able to use the Services in their home country or any other country that is not a Permitted Country. The Services may be restricted or unavailable to a conference participant that accesses a conference from a country that is not a Permitted Country. PGi may suspend or terminate the provision of Services without notice if deemed necessary by PGi to ensure compliance with applicable laws.

 

Consent.. Customer hereby consents to the provision of Customer information to Microsoft in connection with the Services, and consents to Microsoft’s receipt and use of Customer information in connection with Microsoft’s provision of Lync Online and Microsoft’s fulfillment of all of its obligations in connection with the delivery of Lync Online. Customer hereby grants permission to Microsoft to use Customer information in connection with Microsoft’s provision of Lync Online and support services. In addition, Customer hereby consents to disclosure by Microsoft to PGi of Customer’s call detail records related to Lync Online for billing and technical use.

 

Intellectual Property.. Customer shall not reverse engineer, modify, decompile, disassemble, translate, separate the components or otherwise attempt to derive source code from any part of Lync Online. Customer shall not remove, alter or obscure in any way any proprietary rights notices (i.e., copyright notices), or cause any part of Lync Online, or any software or materials provided by Microsoft to become subject to the terms of any license that requires as a conditions of use, modification or distribution of software subject to such license, that it or other software combined or distributed with it be (i) disclosed or distributed in source code form; (iii) licensed for the purpose of making derivative works; or (iii) redistributable at no charge. Customer has no right or license to use any of the trademarks or trade names owned by, licensed to or associated with Microsoft during the term of this Agreement.

 

User Conduct.. Customer has all necessary rights to all data, software programs or services that Customer uses in connection with its access and use of Lync Online, and Customer’s use of any of the foregoing does not infringe intellectual property or other proprietary rights of any third party. Customer warrants and represents it will not publish, post, upload, record or otherwise transmit content that: (i) violates the rights of any third party or subjects Microsoft to any other obligations to Customer or any third party; or (ii) violates any law, statute, ordinance or regulation.

 

Microsoft as Third Party Beneficiary.. Customer acknowledges and agrees that Microsoft and Microsoft’s affiliates are intended third party beneficiaries under the relevant sections of the Agreement and shall have a direct right of action to enforce the same against Customer.

For the avoidance of doubt, in addition to the foregoing “additional terms,” all terms and conditions set forth in the Agreement do and will apply to Customer’s use of PGi Audio for Lync Online.

 

Schedule of Additional Terms of Service for Webcasting Services

By using the Webcasting services (as below defined, including any trial use), Customer agrees to the following Additional Terms of Service for Webcasting Services.

 

Webcasting Services.. PGi hereby undertakes to produce or engage one of its suppliers (collectively referred to herein as “PGi”) to produce Webcasting events utilizing a software application platform (the “Platform”) and various services and tools (the “Webcasting Services”) that PGi offers Customer for use (a “Webcast Event”). “Terms” shall mean these Terms of Service for Webcasting Services. Customer shall not in any way re-offer or sublicense the Webcasting Services, utilize the Webcasting Services in a manner that allows someone other than Customer or PGi to manage a Webcast Event or use the Webcasting Services in any manner inconsistent with these Terms.

 

Webcast Event Production & Services.. Customer acknowledges that production of a Webcast Event will require utilization of various elements of services. Customer shall work with PGi’s representative to establish which elements Customer requires for each event. For any custom Webcast Event for which additional specifications shall be required, the parties must execute a separate work order setting forth the customer requirements to be agreed upon by the parties in writing (“Work Order”). Utilizing the Work Order, PGi will commence producing the Webcast Event. Customer acknowledges that because of the difficulties in defining all aspects of a Webcast Event, it will need to work closely with PGi, including being reasonably available for consultations, if and when any unforeseen issues arise. Customer is fully responsible for providing all aspects of content of each Webcast Event and for making sure that aspects of content are available to PGi as PGi may require from time to time in producing the Webcast Event. PGi will not be responsible for editing any content provided by Customer.

 

Work Orders.. The Work Order shall also describe in sufficient detail all aspects that Customer requires with respect to allowing viewers to view a Webcast Event, including such matters as the estimated number of viewers that may view the Webcast Event, the registration procedures for viewers, the availability of a Webcast Event after production for on-demand viewing, and any other concern or issue specifically of importance to Customer.

 

Customer Content.. Customer warrants and represents it will not publish, post, upload, record or otherwise transmit any content or materials that knowingly infringe any intellectual property rights of third parties. Without limiting its other obligations, Customer shall indemnify, defend and hold PGi and its suppliers harmless from any claims, losses, damages, penalties or costs (including without limitation reasonable attorneys’ fees and expert witness fees) arising out of: (i) Customer’s violation or alleged violation of any applicable laws or regulations with respect to use of the Webcasting Services; or (ii) Customer’s infringement of any intellectual property rights of any third party. Notwithstanding any other provision, the indemnity obligations above-provided shall survive any termination or suspension of the Web Conferencing/Internet Services contemplated herein, the expiration or termination of any agreement for such services, shall survive final payment and shall not be subject to any limitation on liability of any kind.

 

Modifications & Releases.. From time to time after the date of this Agreement, new releases may be prepared and installed to the Platform that add, enhance or change the features and services of the Platform. Customers shall be entitled to use, if they choose, any new features and services added to the Platform. Customer shall not be charged for comparable features, but additional charges may or may not be applicable for new features and services. PGi reserves the right to withdraw, suspend or discontinue any functionality or feature of the Platform and reserves the right to introduce new products that are not part of the current Platform.

 

Submissions.. As between PGi and/or its suppliers and Customer, PGi and it suppliers alone will own all rights, title and interest, including all related Intellectual Property, to any suggestions, ideas, feedback, improvements, recommendations or other information created, conceived, or reduced to practice, by or on behalf of Customer, any viewer or any subscriber to a Webcast Event relating to the Platform (“Submissions”). “Intellectual Property” shall mean any unpatented inventions, patent applications, patents, extensions, supplementary protection certificates, design rights, copyrights, trademarks, service marks, trade names, trade dress, domain rights, mask work rights, know-how, technology, business processes, Web Event concepts, Web Event experiences and other trade secret rights, and all other intellectual property rights, derivatives thereof, and any forms of protection of a similar nature anywhere in the world.

 

Platform.. PGi hereby grants to Customer the non-exclusive right to access and use the Platform, solely to the extent required to use the Webcasting Services and produce a Webcast Event.

 

Warranty Disclaimers; Liability Limitations.. NOTWITHSTANDING ANY OTHER PROVISION HEREIN OR IN ANY OTHER AGREEMENT BETWEEN THE PARTIES: (I) ALL WEBCASTING EVENTS, INCLUDING WITHOUT LIMITATION ALL WEBCASTING SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND ANY AND ALL REPRESENTATIONS, WARRANTIES OR COVENANTS, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE ARE HEREBY EXPRESSLY DISCLAIMED; (II) NO SERVICE LEVELS SHALL APPLY TO THE PROVISION OF WEBCASTING EVENTS, INCLUDING WITHOUT LIMITAION ANY ALL WEBCASTING SERVICES; (III) NEITHER PGi, NOR ITS SUPPLIERS, SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OR DAMAGES ARISING FROM LOST DATA, INTERRUPTED COMMUNICATIONS, LOST REVENUE, LOST PROFITS, LOST TECHNOLOGY, LOSS OF RIGHTS OR COSTS OF PROCURING SUBSTITUTE SERVICES OR ANY OTHER SUBSTITUTION OR SOLUTION, HOWEVER ARISING, EVEN IF THE PARTY AGAINST WHICH THE CLAIM IS MADE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; (IV) IN NO CASE SHALL THE AGGREGATE OF PGi AND ALL OF ITS SUPPLIER’S TOTAL LIABILITY ARISING OUT OF OR RELATING TO OR IN ANY WAY CONNECTED WITH THE RELATIONSHIP OF THE PARTIES, THIS AGREEMENT, ITS NEGOTIATION OR TERMINATION, OR THE PROVISION OR NON-PROVISION OF SERVICES, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EXCEED THE AMOUNT OF FEES ACTUALLY PAID TO PGi BY CUSTOMER FOR THE THREE (3) MONTHS PRIOR TO THE CLAIM FIRST BEING RAISED TO THE OTHER PARTY; AND (V) PGi SHALL ONLY AND SOLELY BE RESPONSIBLE TO INDEMNIFY THE USER RELATING TO THE WEBCASTING EVENTS, INCLUDING WITHOUT LIMITATION WEBCASTING SERVICES, TO THE SAME EXTENT AND SUBJECT TO THE SAME TERMS AS PGi SHALL ONLY AND SOLELY BE RESPONSIBLE TO INDEMNIFY THE USER RELATING TO THE WEBCASTING EVENTS, INCLUDING WITHOUT LIMITATION WEBCASTING SERVICES, TO THE SAME EXTENT AND SUBJECT TO THE SAME TERMS AS PGi IS INDEMNIFIED BY ITS SUPPLIERS FOR WEBCASTING SERVICES.

 

Miscellaneous.. Customer agrees to take all such actions and execute such further documents or instruments as may be reasonably required by PGi to support the provision of the Webcasting Services, including without limitation a Work Order. In the event Customer agrees, in Work Order, to a separate minimum commitment for use of the Webcasting Services (“Webcasting Services Minimum Commitment”) and does not meet such Webcasting Services Minimum Commitment in any given month, quarter or year, as applicable, PGi shall invoice for, and Customer shall pay, upon receipt of invoice, the shortfall equal to the difference between the Webcasting Services Minimum Commitment during each applicable term less any payments for actual usage made by Customer during each applicable period during the term of the Work Order. In the event Customer terminates the Webcasting Services (not due to breach by PGi) or if PGi terminates on account of Customer’s breach, Customer shall pay to PGi as liquidated damages, but not as a penalty and representing a reasonable estimate of the probable loss to PGi, the shortfall resulting from Customer’s failure to meet its Webcasting Services Minimum Commitment for the term of such services, which amount shall equal the difference between the Webcasting Services Minimum Commitment multiplied, as applicable, by the number of months, quarters or years in the term for services less any payments for actual usage made by Customer during such term; provided, however, no payments over and above the Webcasting Services Minimum Commitment for any one month, quarter or year, as applicable, shall apply to or in any way be credited against any other, past or present, Webcasting Services Minimum Commitment or the overall shortfall amount due and payable. For the avoidance of doubt, only the usage of Webcasting Services shall be applicable to the Webcasting Services Minimum Commitment and no usage for Webcasting Services shall apply to any other minimum commitment previously agreed upon for other services by the parties. Any use of the Webcasting Services (including any trial use) affirms, and any continued use of the Webcasting Services reaffirms, Customer’s acceptance of and agreement to be bound by these Additional Terms of Service for Webcasting Services.

 

Services & Pricing Schedule Billing Footnotes, Charges & Fees:

The following billing footnotes apply to the Services:

 

  • Services will be billed in U.S. dollars, unless expressly stated otherwise by PGi or agreed upon by the parties in writing.
  • Without limiting any other applicable fees and charges, Customer will be charged overage fees for minutes used that exceed allotted minutes available to Customer pursuant to specific service plans offered from PGi and agreed to by Customer.
  • International rates and surcharges apply on a per minute basis for all calls originating outside the non-contiguous United States and/or international dial-out.
  • For calls with less than three (3) participants, a minimum Connection Charge will apply.
  • Call set-up and disconnect charges also apply to all inbound and outbound legs of all calls
  • PGi rounds completed calls to the next full minute on a per participant basis and rounds the price of the call to the nearest whole cent.
  • Services that are not listed herein, including Enhanced Services such as moderator set-up, cancellation, rescheduling and no-show fees for Operator Assisted calls, are subject to PGi’s Standard Charges, which are available upon request from Customer’s PGi Sales Representative.
  • PGi is required by the Federal Communications Commission (FCC) to contribute to the federal Universal Service Fund (USF), which subsidizes telecommunications services in high cost and rural areas and services to low income consumers, schools, libraries and rural health care providers.  To recover the cost of its federal USF contributions, PGi assesses federal USF charges equal to the then-applicable quarterly contribution factor (as established by the FCC) times the portion of your invoice subject to federal USF charges.
  • In addition, PGi assesses a 3.95% monthly Telecommunications Surcharge on audio conferencing services to recover its costs associated with regulatory requirements and compliance and other costs imposed by its underlying telecommunications carriers on PGi.  USF charges apply to the Telecommunications Surcharge.  Additionally, PGi imposes a 4.3% Service Fee on all pre-tax charges.  PGi will not provide advance notice of any change in the quarterly USF contribution factor, USF charges, the Telecommunications Surcharge or the Service Fee.  USF charges, the Telecommunications Surcharge, and the Service Fee are neither taxes nor government-required charges.  PGi applies a per minute surcharge to each toll-free minute originating from Alaska, Hawaii, any US Territory, the Caribbean or Canada.  For the avoidance of doubt and notwithstanding the foregoing, the Service Fee and Connection Charge will not apply to iMeet or GlobalMeet Bundled Services, and the Telecommunications Surcharge will not apply to iMeet or GlobalMeet Bundled Web Services.  PGi does not currently assess USF charges on bundled service offerings.

 

 

These Terms and Conditions were last revised July, 2013 and are subject to periodic revisions and updates. CUSTOMER IS RESPONSIBLE FOR REGULARLY REVIEWING THIS SITE TO OBTAIN TIMELY NOTICE OF ANY AMENDED TERMS.