Terms & Conditions

TalkPoint – US

Terms and Conditions

 

Terms of Service including GlobalMeet® Webcast and TalkPoint Resold Services.

IMPORTANT- READ CAREFULLY: BY ACCESSING OR USING OUR SERVICES, WHETHER AS A PAID CUSTOMER OR FREE USER, ON BEHALF OF YOURSELF AND/OR YOUR COMPANY, YOU ARE AGREEING TO BE BOUND BY AND ACCEPT THESE TERMS. IF YOU DO NOT AGREE WITH THESE TERMS, DO NOT USE OUR SERVICES, INCLUDING WITHOUT LIMITATION, ANY OF OUR MOBILE APPLICATIONS. YOU ARE ENCOURAGED TO PRINT OR DOWNLOAD THESE TERMS 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 and Pricing.

a. Sale of Services.

You will pay TalkPoint Holding, L.L.C (“TalkPoint”) for the generally available services provided by TalkPoint to you, as subscribed by you, including without limitation, any TalkPoint desktop, tablet and mobile applications (the “Services”), at the rates and according to these Terms of Service and any additional terms as set forth in schedules attached hereto or separate service orders, each hereby incorporated herein (the “Schedules” and “Service Orders”, and collectively with these Terms of Service, this “Agreement”). 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 date of invoice.

b. Taxes and Other Charges.

TalkPoint 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. TalkPoint may suspend Services if TalkPoint determines, in its sole discretion, that your previous payment record so warrants such change. Charges are exclusive of taxes. You will pay, and TalkPoint reserves the right to collect in arrears, all sales, use, consumption, goods and services, excise or other taxes (other than taxes based upon TalkPoint 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 TalkPoint, by any foreign, federal, state/provincial, county or local government authority upon or with respect to the Services provided. You shall indemnify TalkPoint against any payments made by TalkPoint which are Your responsibility under this paragraph. If you claim exemption from charges, you must provide TalkPoint with a current, valid exemption certificate from the applicable regulatory authority.

c. Credit Cards.

Notwithstanding any other provision herein, for any fees and/or charges paid by credit or debit cards, you agree if payment is not received by TalkPoint from the card issuer or its agents, you will pay all amounts due upon demand by TalkPoint. Each time you use the Services, or allow or cause the Services to be used, you agree and reaffirm that TalkPoint is authorized to charge your designated card in connection with the Services. YOU FURTHER AGREE THAT TALKPOINT 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 YOU, until you provide prior written notice (in accordance with TalkPoint’s verification procedures, as may be established by TalkPoint from time to time in its sole discretion) that you terminate this authorization or desire to change your designated card. Such notices will not affect charges submitted before TalkPoint reasonably could act on such notice. When you provide your card information to TalkPoint (or its designated licensees or subcontractors), you represent and warrant to TalkPoint that you are the authorized user of your designated card. You agree to promptly notify TalkPoint of any changes to your designated card account number, its expiration date or your billing address, as applicable, and you agree to notify TalkPoint 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 purchases made by such account holder or anyone that uses the card. WITHOUT LIMITING ANY OTHER REMEDY HEREIN, IF RECURRING FEES ARE NOT PAID IN A TIMELY MANNER, OR IF TALKPOINT IS UNABLE TO PROCESS YOUR TRANSACTION(S) USING THE DESIGNATED CARD INFORMATION PROVIDED, TALKPOINT 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 you shall pay any collection costs, including reasonable attorneys’ fees, and other expenses incurred by TalkPoint to collect any such sums due under this Agreement. You must notify TalkPoint of any charge disputed in good faith, with supporting documentation, within thirty (30) days from the date of invoice, or you will be deemed to agree to such charges and no adjustments to charges or invoices will be made. You remain responsible to pay charges not reasonably disputed in good faith as herein provided by the due date.

 

2. Term and Termination.

a. Term.

Services shall commence upon the Effective Date as agreed upon by the parties, in writing, and shall continue, unless different terms are specified by the parties in a Schedule, 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 or Service Order 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.

b. Promotional Term; Free Trial Term.

If you use 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”), you 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 you with the specific Free Services offer, including without limitation, you are 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 you, and TalkPoint 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 your failure to pay fees and charges not otherwise designated as specifically and expressly waived pursuant to the applicable promotional offer. TO THE EXTENT YOU SIGN UP TO PAY FOR SERVICES BY CREDIT OR DEBIT CARDS, YOU ACKNOWLEDGE AND AGREE THAT AS A CONDITION TO RECEIVE ANY FREE SERVICES, A FEE AND/OR CHARGE, AS APPLICABLE, WILL BE PRE-AUTHORIZED AGAINST YOUR 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 YOUR CREDIT OR DEBIT CARD, WITHOUT FURTHER AUTHORIZATION FROM YOU, UPON THE EXPIRATION OF THE FREE SERVICES PERIOD, UNLESS YOU TERMINATE 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 TALKPOINT AGREES TO MAKE AVAILABLE ANY FREE SERVICES TO YOU PRIOR TO SUCH RATE IMPLEMENTATION DATE, UNLESS THE PARTIES OTHERWISE EXPRESSLY AGREE IN WRITING, YOUR 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 YOUR 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, TalkPoint 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 your use of the Services in contravention of Section 5, to be determined in TalkPoint sole discretion); (ii) if deemed reasonably necessary by TalkPoint to prevent interruption or disruption to TalkPoint’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 commitments); or (iv) for breach, not subject to cure. All terminations by TalkPoint shall be effective as of the date designated in the termination notice, and TalkPoint shall not be liable to you or any third party should TalkPoint 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.

In the event of any termination, you remain 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 you elect 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 TalkPoint has herein or otherwise identified or communicated to you with the specific Free Services offer, if TalkPoint determines, in its sole discretion and whether or not it has conducted an audit, that you have violated any conditions of and/or limitations on the Free Services or any associated software, TalkPoint reserves the right to immediately terminate the Free Services and to charge and to collect from you the amount you 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 your non-compliance. You agree to pay this amount to TalkPoint, plus the cost of conducting any associated audits by TalkPoint that in the sole discretion of TalkPoint reveal non-compliance.

3. Proprietary Information and 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 TalkPoint. 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 upon termination of this Agreement or at any time, or from time to time, upon the request of the other party.

4. Intellectual Property.

The Services provided under this Agreement and all associated intellectual and proprietary rights are the sole property of TalkPoint and/or its suppliers. Further, except as required for use of the Services, you have no right or license to use any of the trademarks or trade names owned by, licensed to or associated with TalkPoint, its affiliates and its suppliers (the “TalkPoint Marks”) during the term of this Agreement without express written consent from TalkPoint. Despite prior approval, you will immediately cease and desist using the TalkPoint Marks upon notice from TalkPoint or upon termination of this Agreement for any reason. Any use by you of the TalkPoint 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, TalkPoint may terminate this Agreement. If TalkPoint elects to issue a press release pertaining to this Agreement, TalkPoint and you agree to cooperate in a joint press release, subject to both parties’ prior review and approval, announcing the execution of this Agreement. You agree to allow TalkPoint to name you as a client of TalkPoint in any marketing material TalkPoint may create from time to time. TalkPoint will not use your trademarks or trade names, other than the corporate name and/or logo or solely to the extent used in TalkPoint internal business communications and/or presentations, in any marketing materials without your prior written consent, which shall not be unreasonably withheld.

5. Your Compliance and Indemnification.

a. You acknowledge that TalkPoint has no control over the content of information published, posted, uploaded, exchanged, recorded or otherwise transmitted through the Services (whether visual, written or audible) and that TalkPoint does not examine the use to which you put the Services or the nature of the information you or your users send or receive. You shall comply with and agree it is solely your responsibility to ensure the Services are used in accordance with all applicable foreign, federal, state/provincial and local laws relating to use of the Services under this Agreement (including without limitation data privacy, export and control laws and regulations and laws relating to the use of VoIP-based services). Without limiting the foregoing, you agree that the use of the Services is subject to U.S. and local export control laws and regulations. Services may allow you to record meetings and to collect and utilize identifying information about your participants. If you or your users use the Services for direct marketing purposes or collect personal information through use of Services, you shall do so under your responsibility and you hereby agree to indemnify, defend and hold TalkPoint harmless from any and all claims, losses damages, penalties and costs (including without limitation reasonable attorney´s fees) arising out of your or your users violation of applicable privacy laws including obtaining all necessary consents and providing all appropriate notices. You represent that you are not a citizen of an embargoed country or a prohibited end user under applicable U.S. or local export and anti-terrorism laws, regulations and lists. You are responsible: (i) for any and all activities that may occur under your account, including without limitation, ensuring no content published, posted, uploaded, exchanged, recorded or otherwise transmitted through the Services infringes any third party’s intellectual property rights or 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; and (ii) to maintain the confidentiality and security of your Host ID and/or access numbers, keys and passwords/passcodes. You agree to notify TalkPoint 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 you shall be liable for fraudulent charges until such time as you have notified TalkPoint to suspend any compromised Host IDs, access numbers, keys and/or passwords/passcodes. You acknowledge that TalkPoint 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, TalkPoint may disclose information about your use of Services to satisfy any law, regulation, government agency request, court order, search warrant, subpoena or other legal process.

b. You acknowledge that TalkPoint 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. You need to make additional arrangements in order to access emergency services. Additionally, use of conference recording or taping any use of the Services may subject you to laws or regulations. You acknowledge and agree that you may not record or tape any Web, video or telephone conversation in connection with the services unless you are in compliance with all laws relating to the recording of communications and protecting the privacy of communication for all parties to the conversation. TalkPoint has not and is not expected to provide you with any analysis, interpretation or advice regarding your compliance with the above, and you are solely responsible and obligated to provide any required notifications to participants prior to commencement of conferences.

c. You shall indemnify, defend and hold TalkPoint, 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 your (or any individual or entity accessing the Services through you or your 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.

6. Warranty and Limitation of Liability.

ALL SERVICES PROVIDED UNDER THIS AGREEMENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND TALKPOINT SHALL NOT HAVE ANY LIABILITY TO ANY PARTY, INCLUDING BUT NOT LIMITED TO YOU, FOR THE CONTENT OF INFORMATION TRANSMITTED BY YOU THROUGH THE SERVICES OR ANY LOSS, DELAY, INTERRUPTION, OR INACCURACY OF SUCH COMMUNICATIONS. TALKPOINT DISCLAIMS ANY AND ALL REPRESENTATIONS, WARRANTIES OR COVENANTS, 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, TALKPOINT 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. TALKPOINT ALSO DOES NOT MAKE ANY WARRANTY OR GUARANTEE FOR ANY PRODUCTS OR SERVICES PROVIDED BY VENDORS SUGGESTED BY TALKPOINT. NEITHER TALKPOINT NOR TALKPOINT’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 TALKPOINT IS ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES. TALKPOINT SHALL NOT BE LIABLE FOR ANY FAILURE TO PERFORM, OR DELAY IN PERFORMANCE OF, ITS OBLIGATIONS UNDER THIS AGREEMENT CAUSED BY REASONS BEYOND TALKPOINT’S CONTROL. IN NO EVENT SHALL TALKPOINT’S TOTAL LIABILITY TO YOU ARISING UNDER THIS AGREEMENT, WHETHER SUCH THEORY OF LIABILITY 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 TALKPOINT TO YOU FOR THE PARTICULAR SERVICE PERFORMED BY TALKPOINT 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 6 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.

7. Notices.

Notices to you for billing or account management purposes will be addressed to the address provided to TalkPoint. Notifications to TalkPoint shall be addressed to TalkPoint Holdings, L.L.C., Attn: Legal Services Department, 2475 Northwinds Parkway, Suite 200, Alpharetta, GA 30009 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, email 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. For notice of contract termination, please send to [email protected].

You hereby grant TalkPoint express consent to contact all individual account holders and moderators to communicate information regarding TalkPoint’s services and products, including without limitation, upgrades, enhancements, end-of-life, modifications and/or other feature changes. Without limiting the foregoing, you grant TalkPoint express consent to periodically contact you and/or to forward to the e-mail address(es) related to your account on file information regarding TalkPoint’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 TalkPoint’s products, services, marketing plan and other business related items.

 

8. 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 venture with the other party. Each party enters into this Agreement solely for its own benefit and purpose, and except for TalkPoint or TalkPoint’s affiliates’ and 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. TalkPoint 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 TalkPoint or as a consequence of merger, acquisition, change of control or asset sale. You may not assign your rights and obligations under this Agreement without TalkPoint’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 you are 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 party’s que la présente convention ainsi que les documents qui s’y rattachent soient rédigés en anglais.

9. 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 supersedes 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 you require use of a non TalkPoint -form purchase order in connection with any of the Services to be performed hereunder, you hereby acknowledge and agree 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 TalkPoint and you. Without limiting any other rights in this Agreement, TalkPoint may amend at any time the provisions of this Agreement by, at TalkPoint election: (i) posting revised terms and conditions (“Amended Terms”) on www.pgi.com (the “TalkPoint Web Site”); (ii) delivering the Amended Terms to you at the address, fax or e-mail address provided herein (such delivery may be included in invoices for the Services delivered to you); 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 TalkPoint Web Site or (ii) your next billing cycle following posting or delivery to you. YOU AGREE TO BE SOLELY RESPONSIBLE FOR REGULARLY REVIEWING THE TALKPOINT WEB SITE TO OBTAIN TIMELY NOTICE OF ANY SUCH AMENDED TERMS AND TALKPOINT THEN-CURRENT TERMS AND CONDITIONS. BY USING THE SERVICES AFTER POSTING OR DELIVERY OF AMENDED TERMS, YOU WILL BE DEEMED TO HAVE ACCEPTED AND BE BOUND BY SUCH AMENDED TERMS. No such amendment by TalkPoint shall serve to constitute a default or termination by TalkPoint of this Agreement, nor shall such amendment serve to be a basis for your 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.


10. Schedules of Additional Terms of Service.

In addition to the above terms and conditions, by using any of the following Services (including any trial or promotional/free use) you shall be deemed to have agreed to such Services’ applicable Additional Terms of Service. 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.

Additional Terms of Service according to type of Service:

 

  1. Additional Terms of Service for Webcast License and Virtual Event Services

By using TalkPoint Webcast License and/or Virtual Events Services (including any trial or promotional/free use), Customer agrees to the following Additional Terms.

TalkPoint hereby undertakes to produce webcasting events utilizing the Webcast software application platform (the “Platform”) and various services and tools (the “Webcast Services”) that TalkPoint offers Customer for use (a “Webcast Event”).

License/Platform. TalkPoint hereby grants to Customer the non-exclusive non-transferable, non-sublicensable, revocable right to access and use the Platform, solely to the extent required to use the Webcast License and Virtual Events Services and produce a Webcast and Virtual Event. Customer may not rent, lease, grant a security interest in, or otherwise transfer any rights in the use of the Platform or the Webcast Services. Customer shall not allow someone other than Customer or TalkPoint to manage a Webcast and Virtual Event. Customer is prohibited from reselling or acting as a service bureau for any of the Webcast License and Virtual Event Services. Customer shall not reverse engineer, modify, decompile, disassemble, translate, or otherwise attempt to derive source code from any part of the Webcast and Virtual Event Services or associated software. Customer shall not remove, alter or obscure in any way any proprietary rights (i.e., copyright) notices.

Modifications and Releases. From time to time after the date of this Agreement, new releases to the Platform may add, enhance or change the features and services available hereunder. Customers shall be entitled to use, if they choose, any such new features and services but additional charges may apply. TalkPoint reserves the right to withdraw, suspend or discontinue any functionality or feature of the Webcast License and Virtual Event Services

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 Webcast License and Virtual Event Services.

Submissions. As between TalkPoint and Customer, TalkPoint 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 and Virtual Event .

Compliance.  Webcast License and Virtual Event Services provide functionality that allows a Customer to record audio and data shared during sessions and to collect and utilize identifying information about your participants. If you or your users use the Services for direct marketing purposes or collect personal information through use of Services, you shall do so under your responsibility and in compliance with privacy laws. You hereby agree to indemnify, defend and hold TalkPoint harmless from any and all claims, losses damages, penalties and costs (including without limitation reasonable attorney´s fees) arising out of your or your user’s violation of applicable privacy laws including obtaining all necessary consents and providing all appropriate notices.

Cookies. By using the Webcast License and Virtual Event Services or TalkPoint websites, Customer agrees to the use of cookies which TalkPoint uses to facilitate use of the Webcast and Virtual Event Services and websites. More information about TalkPoint’s use of cookies is contained in the Privacy Policy available at www.pgi.com.

FOR THE AVOIDANCE OF DOUBT, NO SINGLE OR MULTIPLE (MULTIPACK) MANAGED EVENTS FOR WEBCAST SERVICES ARE BEING ORDERED OR PURCHASED PURSUANT TO THIS AGREEMENT. THIS AGREEMENT PROVIDES THE LICENSE RIGHTS AND DESCRIBES CERTAIN WEBCAST SERVICES AND PRICING TO BE MADE AVAILABLE TO CUSTOMER. SHOULD THE CUSTOMER ORDER SERVICES THROUGH A SERVICE ORDER, THEN, IN THE EVENT OF A CONFLICT BETWEEN A SERVICE ORDER AND THIS AGREEMENT, THE TERMS OF THIS AGREEMENT SHALL CONTROL.

CUSTOMER ACKNOWLEDGES AND AGREES THAT THE WEBCAST LICENSE AND VIRTUAL EVENT SERVICES SET FORTH ON THIS SERVICES AND PRICING SCHEDULE MAY BE PROVIDED BY TALKPOINT OR AN AFFILIATE, AND THAT CUSTOMER MAY RECEIVE SEPARATE INVOICES FOR SUCH SERVICES.

This Agreement is governed by and Customer’s use of Services is conditioned upon Customer’s compliance with the applicable underlying, executed agreement in effect between the parties, if any, including any executed terms and agreement for Webcast and Virtual Event Services (“Executed Agreement”). If no Executed Agreement is in place between the parties, then Customer confirms its agreement to be bound by and acceptance of all the TalkPoint Terms & Conditions, including any Additional Terms of Service, which are added to and shall amend any underlying agreement applicable to this Agreement, incorporated herein by this reference and as may be modified from time to time. IN THE EVENT OF A CONFLICT BETWEEN THIS AGREEMENT AND AN EXECUTED AGREEMENT BETWEEN THE PARTIES, THE TERMS OF THE EXECUTED AGREEMENT SHALL CONTROL.

  1. Additional Terms of Service for 6Connex Services
  2. Additional Terms of Service for Socialive Services
  3. Billing Footnotes based on service type:

Webcast, Virtual Events and Virtual Conference Venues

Services will be billed in US dollars, unless expressly stated otherwise by TalkPoint or agreed upon by the parties in writing.  Webcast Single Managed Event(s) 100% of your Event commitment will be invoiced in the ensuing billing cycle (monthly interval) to your Agreement Effective date. Any future add-ons, ancillary charges or overages will be invoiced monthly. Payment is due upon receipt. Cancellation of an event will be invoiced at 25% of your event commitment.

Webcast Multi-Pack of Single Managed Events– 100% of your Multi-Pack Events commitment will be invoiced in the ensuing billing cycle (monthly interval) to your Agreement Effective date. Any future add-ons, ancillary charges or overages will be invoiced monthly. Payment is due upon receipt.

Webcast Virtual Event Licenses -Subscription fee(s) will be invoiced monthly or as an annual pre-pay. Any future add-ons, ancillary charges or overages will be invoiced monthly. (30-day payment terms)

Virtual Conference Venue Licenses (6Connex) – 100% of your License commitment will be invoiced in the ensuing billing cycle (monthly interval) giving access to the Venue(s) for the length of the term of this Agreement. Any future add-ons, ancillary charges or overages will be invoiced monthly. (30-day payment terms).  This will be contracted and billed from TalkPoint
.

Socialive Annual Subscription – 100% of your subscription commitment will be invoiced in the ensuing billing cycle (monthly interval) giving access to the Socialive platform for the length of the term of this Agreement. (30-day payment terms).

Excluded from the pricing: All audio per minute rates, including dial-in and dial out to landline locations, all International Toll-Free, all International Toll-Free from Mobile, all International Toll-Free from Payphone and all moderator dial-out to mobile numbers, attended services and ancillary services. In the case whereby specific per minute audio rates or other fees have been agreed, those contained under the Services and Pricing Schedule shall apply, otherwise default rates outside of the subscription plan will be applicable. TalkPoint is required by the United States Federal Communications Commission (FCC) to contribute to the Federal Universal Service Fund (FUSF), which subsidizes telecommunications services, within the United States, 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, TalkPoint 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. For certain Services, TalkPoint may also be required by state regulations and/or state Public Utility Commissions to contribute to state funds similar in purpose or kind to the FUSF as well as additional required state regulatory fees.
Paper Invoice: Customer will be charged for each full monthly detail paper invoice, unless and until Customer specifically elects to receive online bill detail pursuant to the TalkPoint bill selection process.

5.     Acceptable Use Policy

 

These Terms and Conditions were last revised November 2021 and are subject to periodic revisions and updates. CUSTOMER IS RESPONSIBLE FOR REGULARLY REVIEWING THIS SITE TO OBTAIN TIMELY NOTICE OF ANY AMENDED TERMS.


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