Terms of Service for Licenses including GlobalMeet® and GlobalMeet® Collaboration
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.
Services and Pricing.
Sale of Services.
You will pay American Teleconferencing Services, Ltd. d/b/a Premiere Global Services (“PGi”) for the generally available services provided by PGi to you, as subscribed by you, including without limitation, any PGi 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.
Taxes and 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 suspend Services if PGi determines, in its sole discretion, that your previous payment record so warrants such change.Charges are exclusive of taxes.You 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. You shall indemnify PGi against any payments made by PGi which are Your responsibility under this paragraph. If you claim exemption from charges, you must provide PGi with a current, valid exemption certificate from the applicable regulatory authority.
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 PGi from the card issuer or its agents, you will pay all amounts due upon demand by PGi. Each time you use the Services, or allow or cause the Services to be used, you agree and reaffirm that PGi is authorized to charge your designated card in connection with the Services. YOU FURTHER AGREE 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 YOU, until you provide 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 you terminate this authorization or desire to change your designated card. Such notices will not affect charges submitted before PGi reasonably could act on such notice. When you provide your card information to PGi (or its designated licensees or subcontractors), you represent and warrant to PGi that you are the authorized user of your designated card. You agree to promptly notify PGi of any changes to your designated card account number, its expiration date or your billing address, as applicable, and you agree 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 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 PGi IS UNABLE TO PROCESS YOUR TRANSACTION(S) USING THE DESIGNATED CARD INFORMATION PROVIDED, PGi RESERVES THE RIGHT TO SUSPEND AND/OR TERMINATE THE SERVICES.
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 PGi to collect any such sums due under this Agreement. You must notify PGi 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.
With respect to any Beta version of any of the Services (the “Beta Services”) made available to you for purposes of evaluation and feedback, you acknowledge that the Beta Services may contain bugs, errors and other problems and are provided to you “as-is.” To the extent permitted by law, PGi disclaims any warranty or liability obligations to you of any kind with respect to the Beta Services. You further acknowledge the importance of communication between PGi and you during your use of the Beta Services and hereby agree to receive related correspondence and updates from PGi and its suppliers. In the event you request to opt-out from such communications, your use of the Beta Services may be canceled. You also hereby acknowledge that PGi has not made any representations, promises or guarantees that the Beta Services will ever be announced or made available to anyone in the future and that PGi has no express or implied obligation to you to announce or introduce the Beta Services. With respect to the Beta Services, this subsection shall supersede any other terms and conditions contained herein, but only to the extent necessary to resolve conflict. In addition to and without limiting any other rights or remedies PGi has, if PGi determines, in its sole discretion, that you have violated any conditions of and/or limitations on the Beta Services, PGi reserves the right to immediately terminate the Beta Services.
Term and Termination.
Services shall commence upon the Service Commencement 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.
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 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 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 PGi 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.
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 your use of the Services in contravention of Section 5, 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 commitments); 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 you 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).
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.
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 you with the specific Free Services offer, if PGi 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, PGi 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 PGi, plus the cost of conducting any associated audits by PGi that in the sole discretion of PGi reveal non-compliance.
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 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 upon termination of this Agreement or at any time, or from time to time, upon the request of the other party.
The Services provided under this Agreement and all associated intellectual and proprietary rights are the sole property of PGi 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 PGi and its suppliers (the “PGi Marks”) during the term of this Agreement without express written consent from PGi. Despite prior approval, you 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 you 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 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 PGi to name you as a client of PGi in any marketing material PGi may create from time to time. PGi will not use your trademarks or trade names, other than the corporate name and/or logo or solely to the extent used in PGi’s internal business communications and/or presentations, in any marketing materials without your prior written consent, which shall not be unreasonably withheld.
PGi welcomes feedback regarding many areas of PGi’s Services, including its web sites. Any ideas, suggestions, comments and/or other feedback you provide to PGi (“Feedback”) shall be deemed to be non-confidential and PGi shall be free to use such information on an unrestricted basis. You 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: You agree that: (i) all submissions and their contents will automatically become the property of PGi, without any compensation; (ii) 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; (iii) there is no obligation for PGi to review the submission; and (iv) there is no obligation to keep any submissions confidential. For the avoidance of doubt, you will not submit any Feedback to PGi that (i) you have reason to believe is subject to any patent, copyright, or other intellectual property claim or right of any third party; or (ii) 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.
Your Compliance and Indemnification.
You acknowledge that PGi 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 PGi 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 PGi 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 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 you shall be liable for fraudulent charges until such time as you have notified PGi to suspend any compromised Host IDs, access numbers, keys and/or passwords/passcodes. You acknowledge 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 your use of Services to satisfy any law, regulation, government agency request, court order, search warrant, subpoena or other legal process.
You acknowledge 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. 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. PGi 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.
You 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 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.
Warranty and 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 YOU, FOR THE CONTENT OF INFORMATION TRANSMITTED BY YOU THROUGH THE SERVICES OR ANY LOSS, DELAY, INTERRUPTION, OR INACCURACY OF SUCH COMMUNICATIONS. PGi 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, 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 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 PGi TO YOU 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 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.
Notices to you 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, 2300 Lakeview Parkway, Suite 300, 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 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. You hereby grant 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, you grant PGi express consent to periodically contact you and/or to forward to the e-mail address(es) related to your account 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.
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. You may not assign your 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 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 parties que la présente convention ainsi que les documents qui s’y rattachent soient rédigés en anglais.
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 you require use of a non-PGi-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 PGi and you. Without limiting any other rights in this Agreement, PGimay 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 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 PGi Web Site or (ii) your next billing cycle following posting or delivery to you. YOU AGREE TO BE SOLELY RESPONSIBLE FOR REGULARLY 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, YOU WILL BE DEEMED TO HAVE ACCEPTED AND BE BOUND BY SUCH AMENDED TERMS. 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 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.
By using the Audio Services (as below defined, including any trial or promotional/free use), you agree to the following Additional Terms of Service for Audio Services.
Customer Rates & Standard Charges.
You will pay PGi for the audio conferencing services provided (the “Audio Services”) at the “Customer Rates” and “Standard Charges” (as below defined) and according to the terms of this Agreement and this Schedule of Additional Terms of Service for Audio Services. For purposes of this Agreement, Customer Rates are those specifically negotiated by you and agreed to by PGi, and Standard Charges are for those Audio Services not subject to Customer Rates and/or rates included at list and all taxes, fees and surcharges. PRIOR TO USING ANY AUDIO SERVICES, YOU AGREE (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. For the avoidance of doubt, and notwithstanding any other provision herein or in any Schedule or this Agreement, no notice of any kind, written or otherwise, is required for changes to Standard Charges or Customer Rates as each is defined above.
Minimum Audio Commitment.
In the event you agree to a minimum commitment for use of the Audio Services during the term of the Agreement (“Minimum Audio Commitment”) and do not meet your Minimum Audio Commitment in any given month, quarter or year, as applicable, PGi shall invoice for, and you shall pay, upon receipt of invoice, the shortfall equal to the difference between the Minimum Audio Commitment during each applicable term less any payments for actual usage made by you 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 Audio Services as you actually used during the applicable period. Only the per minute usage of the PGi meeting solutions shall be applicable to the Minimum Audio Commitment.
Effect of Termination by you with Minimum Audio Commitment.
If you have agreed to a Minimum Audio Commitment and in the event that you terminate this Agreement (not due to breach by PGi) or if PGi terminates on account of your breach, you 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 your failure to meet any Minimum Audio Commitment for the term of this Agreement, which amount shall equal the difference between the Minimum Audio Commitment multiplied, as applicable, by the number of months, quarters or years in the term less any payments for actual usage made by you during the term of this Agreement; provided, however, no payments over and above the Minimum Audio 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 Audio Commitment or the overall shortfall amount for the term of this Agreement.
By using GlobalMeet® Webcast/Webinar Services (including any trial or promotional/free use), you agree to the following Additional Terms of Service for GlobalMeet® Webcast/Webinar Services.
GlobalMeet® Webcast/Webinar Services.
PGi (or an affiliate of PGi) hereby undertakes to produce webcasting events utilizing the GlobalMeet® Webcast/Webinar software application platform (the “Platform”) and various services and tools (the “GlobalMeet® Webcast/Webinar Services”) that PGi offers Customer for use (an “GlobalMeet® Webcast/Webinar Event”).
PGi 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 theGlobalMeet® Webcast/Webinar Services and produce an GlobalMeet® Webcast/Webinar Event. Customer may not rent, lease, grant a security interest in, or otherwise transfer any rights in the use of the Platform or the GlobalMeet® Webcast/Webinar Services. Customer shall not allow someone other than Customer or PGi to manage an GlobalMeet® Webcast/Webinar Event. Customer is prohibited from reselling or acting as a service bureau for any of the GlobalMeet® Webcast/Webinar Services. Customer shall not reverse engineer, modify, decompile, disassemble, translate or otherwise attempt to derive source code from any part of the GlobalMeet® Webcast/Webinar 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. PGi reserves the right to withdraw, suspend or discontinue any functionality or feature of the GlobalMeet® Webcast/Webinar Services.
Customer warrants and represents that it is the owner or licensee of any content that it uploads, records or otherwise transmits through the GlobalMeet® Webcast/Webinar Services.
As between PGi and Customer, PGi 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 an GlobalMeet® Webcast/Webinar Event.
GlobalMeet® Webcast/Webinar 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 PGi 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.
Schedule of Additional Terms of Service for Resold Services – Internet Services/Web Conferencing.
By using Resold Services (including any trial or promotional/free use), you agree to the following Additional Terms of Service for Resold Services.
PGi grants to you 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. You may not rent, lease, grant a security interest in, or otherwise transfer any rights in the use of the Services. You are prohibited from reselling or acting as a service bureau for any of the Internet Services provided by PGi. You 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. You shall not remove, alter or obscure in any way any proprietary rights notices (i.e., copyright notices).
You warrant and represent that you are the owner or licensee of any content and otherwise responsible for any content that is published, posted, uploaded, exchanged, recorded or otherwise transmitted through the Services, including but not limited to photographs, caricatures, illustrations, designs, icons, articles, text, audio clips, and video clips (collectively, “User Content”). You warrant and represent no content published, posted, uploaded, exchanged, recorded or otherwise transmitted through the Services: (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.
You agree to comply with applicable United States export laws and regulations regarding the transmission of technical data exported from the United States through the Services. You agree 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 your 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 your other obligations, you 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 your 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 and Import Control Laws and Regulations.
The application of the United Nations Convention on the International Sale of Goods is hereby expressly excluded. You acknowledge 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, you understand that the Services and associated software are “encryption items” subject to controls under the Export Administration Regulations promulgated by the U.S. Department of Commerce. You agree that you 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. You will defend, indemnify, and hold harmless PGi and its suppliers from and against any violation of such laws or regulations by you or any of your agents, officers, directors, or employees.
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 are subject to additional Terms of 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 you 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. You are at all times responsible for monitoring and maintaining the use of the Named User licenses within the foregoing parameters, and you shall indemnify PGi in the event a claim is brought or damages are incurred due to your misuse of the Named User license. A Named User designation may not be transferred to another employee except upon (a) termination of the Named User’s employment with you, or (b) in all other instances, PGi’s express prior written approval.
By using GlobalMeet Audio for Skype for Business Online (including any trial or promotional/free use), you agree to the following Additional Terms of Service.
Provision of Audio Conferencing Services.
You acknowledge that the audio conferencing Services subject to this Agreement are provided by PGi (and not Microsoft or its affiliates). You must subscribe or, or acquire a license to, Skype for Business Online as a pre-requisite for operation of such Services.
Permitted Audio Conferencing Countries.
If you acquire subscriptions for Services outside countries permitted by PGi or its suppliers, as determined in your 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.
You hereby consent to the provision of your information to Microsoft in connection with the Services, and consent to Microsoft’s receipt and use of your information in connection with Microsoft’s provision of Skype for Business Online and Microsoft’s fulfillment of all of its obligations in connection with the delivery of Skype for Business Online. You hereby grant permission to Microsoft to use your information in connection with Microsoft’s provision of Skype for Business Online and support services. In addition, you hereby consent to disclosure by Microsoft to PGi of your call detail records related to Skype for Business Online for billing and technical use.
You shall not reverse engineer, modify, decompile, disassemble, translate, separate the components or otherwise attempt to derive source code from any part of Skype for Business Online. You shall not remove, alter or obscure in any way any proprietary rights notices (i.e., copyright notices), or cause any part of Skype for Business 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. You have 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.
You have all necessary rights to all data, software programs or services that you use in connection with your access and use of Skype for Business Online, and your use of any of the foregoing does not infringe intellectual property or other proprietary rights of any third party. You warrant and represent you 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 you or any third party; or (ii) violates any law, statute, ordinance or regulation.
Microsoft as Third Party Beneficiary.
You acknowledge and agree 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 you. 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 your use of GlobalMeet Audio for Skype for Business Online.
END-USER LICENSE AGREEMENT (“AGREEMENT”) FOR DOLBY VOICE CLIENT SOFTWARE
This End User License Agreement (“EULA”) is a legal agreement between you (as an individual hereinafter referred to as “you” or “Customer”) and Dolby Laboratories, Inc., a California Corporation, and Dolby International AB, a Swedish company residing in The Netherlands (collectively “Dolby”) for the Dolby Voice Client software that accompanies this EULA, which includes computer software and may include associated media, printed materials, “online” and electronic documentation (collectively, the “Software”). Dolby is providing you with the Software pursuant to a separate agreement between you (or a third party such as your employer) and one of Dolby’s licensees (a “Parent Agreement”). In the case of a conflict this EULA takes priority over the Parent Agreement and governs your use of the Software. YOU HEREBY AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT BY ACCEPTING THIS AGREEMENT, OR BY INSTALLING, COPYING, OR OTHERWISE USING THE SOFTWARE. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT DO NOT INSTALL, COPY, OR USE THE SOFTWARE.
Dolby grants you only those rights expressly granted to you in this EULA provided that you comply with all terms and conditions of this EULA.
Software License Grant.
Dolby grants you a nonexclusive, revocable, limited, non-transferable license to (a) install and run the Software solely for the purpose of accessing the conferencing service solutions provided under the Parent Agreement and (b) make one copy of the Software solely for backup or archival purposes.
You may make and use an unlimited number of copies of the documentation, if any, provided that such copies shall be used solely for your own use in association with the Software and are not to be republished nor distributed (in hard copy, electronic or any other form) beyond your premises or to any third party.
The following apply to any Software provided as “pre-release” or “beta:” (a) You shall identify errors, potential improvements, and provide other feedback to Dolby about the pre-release or beta Software as reasonably requested by Dolby, and (b) Dolby reserves the right not to commercially release pre-release or beta Software or, if it does so, to alter prices, features, specifications, capabilities, functions, licensing terms, release dates, and other characteristics of the commercial release.
RESERVATION OF RIGHTS AND OWNERSHIP.
Dolby reserves all rights not expressly granted to you in this EULA. The Software is protected by copyright, patent and/or other intellectual property laws and treaties and contains trade secrets of Dolby and its suppliers. Dolby and its suppliers own the title, copyright, and other intellectual property rights in the Software. Notwithstanding any statements to the contrary contained in any terms of sale for the Software, the Software is licensed, not sold and Dolby retains ownership of all copies of the Software.
LIMITATIONS ON LICENSE.
You are expressly prohibited from using the Software in any manner not specifically authorized by Dolby in this EULA. You may not make any copies of the Software except and to the extent necessary for backup and archival purposes. You may not modify, create derivative works, reverse engineer, decompile, or disassemble the Software, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation. You may not rent, lease, lend or provide commercial hosting services with the Software. You may not delete, fail to reproduce or modify any patent, copyright, trademark or other proprietary rights notices which appear on or in the Software or documentation. No license, right, or interest in any Dolby trademark, trade name or service mark is granted to you pursuant to this EULA.
Without prejudice to any other rights, Dolby may immediately terminate this EULA if you are in material breach of any of the terms or conditions of Sections 1-3 of this EULA which has not been remedied within 14 days of written notice from Dolby to you. In such event, you must immediately cease using the Software and destroy all copies of the Software and all of its component parts.
REPRESENTATIONS AND WARRANTIES.
You represent, warrant, and covenant that your use of the Software will at all times comply with the terms of this EULA, applicable laws and regulations and that you will not install, use, access, or run the Software for purposes other than accessing the conferencing services provided under the Parent Agreement.
Dolby represents and warrants that (a) it owns or has the right to license the Software and (b) that the Software is complete, correct, effective, and capable of meeting the specifications included in the documentation, if any, provided under the Parent Agreement. Your sole remedy for breach of the foregoing representation in Section 5.2(b) shall be Dolby’s commercially reasonable efforts to redeliver the affected Software.
DISCLAIMER OF WARRANTIES.
EXCEPT AS OTHERWISE SET FORTH ABOVE, DOLBY MAKES NO WARRANTIES REGARDING THE SOFTWARE. FURTHER, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, DOLBY AND ITS SUPPLIERS PROVIDE THE SOFTWARE AS IS, AND HEREBY DISCLAIM ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, USAGE OR TRADE. THERE IS NO WARRANTY THAT THE SOFTWARE WILL OPERATE IN THE COMBINATIONS THAT YOU MAY SELECT FOR USE, THAT THE OPERATION OF THE SOFTWARE WILL BE ERROR-FREE OR UNINTERRUPTED OR THAT ALL SOFTWARE ERRORS WILL BE CORRECTED. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM DOLBY OR ELSEWHERE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. THE ENTIRE RISK AS TO THE QUALITY, OR ARISING OUT OF THE USE OR PERFORMANCE OF THE SOFTWARE REMAINS WITH YOU.
EXCLUSION OF INCIDENTAL, CONSEQUENTIAL AND CERTAIN OTHER DAMAGES.
IN NO EVENT WILL DOLBY BE LIABLE TO YOU FOR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF USE, DATA, BUSINESS OR PROFITS) OR FOR THE COST OF PROCURING SUBSTITUTE PRODUCTS OR SERVICES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OR PERFORMANCE OF THE SOFTWARE, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT DOLBY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. YOU AGREE THAT THESE LIMITATIONS WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
LIMITATION OF LIABILITY AND REMEDIES.
NOTWITHSTANDING ANY DAMAGES THAT YOU MIGHT INCUR FOR ANY REASON WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ALL DAMAGES REFERENCED HEREIN AND ALL DIRECT OR GENERAL DAMAGES IN CONTRACT OR ANYTHING ELSE), THE ENTIRE LIABILITY OF DOLBY AND ANY OF ITS SUPPLIERS UNDER ANY PROVISION OF THIS EULA AND YOUR EXCLUSIVE REMEDY HEREUNDER (OTHER THAN THE LIMITED REMEDY DESCRIBED IN SECTION 5.2 ABOVE) SHALL BE LIMITED TO THE AMOUNT OF USD$10.00 (TEN US DOLLARS). THE FOREGOING LIMITATIONS, EXCLUSIONS AND DISCLAIMERS (INCLUDING SECTIONS 6 AND 7 AND THIS SECTION 8) SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
The validity, interpretation and performance of this Agreement shall be governed by and construed in accordance with the laws, without respect to conflict of laws provisions, and you agree to submit to the jurisdiction of the court, set forth below based on the applicable region where you are located:
- Governing Law
- Court Jurisdiction
- Europe Union
- English Courts
- All other countries
- State of California, USA
- State or Federal Courts located in San Francisco, CA
- People’s Republic of China
Arbitration at the Hong Kong International Arbitration Centre in accordance with the UNCITRAL Arbitration Rules (“UNCITRAL Rules”). The arbitration tribunal shall consist of one arbitrator to be appointed according to the UNCITRAL Rules. The language of the arbitration shall be English.
Notwithstanding the foregoing, nothing in this Section 9 shall prevent Dolby from seeking any injunctive or equitable relief by a court of competent jurisdiction that is necessary to protect Dolby’s rights or property until such dispute is resolved. This Agreement will be interpreted and construed in accordance with the English language. The parties agree that the provisions of the Uniform Computer Information Transactions Act (“UCITA”) and the U.N. Convention on Contracts for the International Sale of Goods will have no force or effect on these terms and conditions.
Services & Pricing Schedule Billing Footnotes:
For: GlobalMeet Audio, GlobalMeet Collaboration, GlobalMeet Operator Assisted, GlobalMeet Webcast, GlobalMeet Webinar, GlobalMeet For Skype Online (GMSO), GlobalMeet for Skype Server (GMSS), PGi resold services i.e. Webex): Services & Pricing Schedule Billing Footnotes
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 calls originating outside the non-contiguous United States and/or (y) all international dial-out calls. For GlobalMeet audio 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 audio legs of all calls. PGi rounds completed audio calls to the next full minute on a per participant basis and rounds the price of the call to the nearest whole cent. A conference call minimum charge will be applied per conference call held. The call minimum charge does not apply to Licensed Services. Services that are not listed herein, including Enhanced Services such as set-up, cancellation, rescheduling and unused port 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 (FUSF), 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. For certain Services, PGi 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. PGi assesses a 4.95% monthly Telecommunications Surcharge on audio 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 an 10.9% 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 audio minute of a call originating from Alaska, Hawaii, any US Territory, the Caribbean or Canada. For the avoidance of doubt and notwithstanding the foregoing, the Minimum Connection Charge and the Telecommunications Surcharge will not apply to Standalone GlobalMeet Collaboration Licensed Services. PGi does not currently assess USF charges on Standalone GlobalMeet Collaboration Licensed Services. 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 PGi bill selection process.
For: GlobalMeet Phone Measured, GlobalMeet Phone, GlobalMeet Standard, GlobalMeet Premium, GlobalMeet Enterprise
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. Per minute rates and surcharges apply on all international outbound calls. Completed inbound and outbound domestic call terminations are rounded to six (6) second increments. Completed inbound and outbound international call terminations are rounded to 30 second increments. Services that are not listed herein, 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. Additionally, PGi imposes an 10.9% Service Fee on all pre-tax charges. PGi will not provide advance notice of any change in the quarterly USF contribution factor, USF charges or the Service Fee. USF charges and the Service Fee are neither taxes nor government-required charges. 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 PGi bill selection process.
Services & Pricing Schedule Billing Footnotes:
For: GlobalMeet Audio, GlobalMeet Collaboration, GlobalMeet Operator Assisted, GlobalMeet Webcast, GlobalMeet Webinar, GlobalMeet For Skype Online (GMSO), GlobalMeet for Skype Server (GMSS), PGi resold services i.e. Webex);
Services will be billed in Canadian 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 Canada, 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. A conference call minimum charge will be applied per conference call held. The call minimum charge does not apply to Licensed Services. 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. Additionally, PGi imposes an 10.9% Service Fee on all pre-tax charges. PGi will not provide advance notice of any change in the Service Fee. The Service Fee is neither a tax nor government-required charge. For the avoidance of doubt and notwithstanding the foregoing, the Connection Charge will not apply toGlobalMeet Bundled Services. 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 PGi bill selection process.
These Terms and Conditions were last revised October, 2019 and are subject to periodic revisions and updates. CUSTOMER IS RESPONSIBLE FOR REGULARLY REVIEWING THIS SITE TO OBTAIN TIMELY NOTICE OF ANY AMENDED TERMS.