Terms of Service for Licenses including iMeet®, GlobalMeet® and Agenday®

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 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.

(b) 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. 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. If you claim exemption from charges, you must provide PGi 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 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.

(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 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.

(e) Beta Versions. 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.

 

2. Term and Termination.

(a) Term. 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.

(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 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.

(c)Termination for Cause. Either party may terminate this Agreement at any time in the event that the other party breaches any provision of this Agreement in any material respect and fails to cure such breach within thirty (30) days after receipt of written notice of such breach. Notwithstanding the foregoing, PGi may terminate this Agreement and/or suspend the provision of Services immediately: (i) for illegal, fraudulent, improper or abusive use of the Services (including without limitation 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).

(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 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.

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 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.

4. Intellectual Property.

(a) 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.

(b) 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.

5. Your Compliance and Indemnification.

(a) 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, 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. 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.

(b) 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.

(c) 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.

6. 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.

7. Notices. 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, 3280 Peachtree Road NE, Suite 1000, Atlanta, GA 30305-2422 USA. Any notice required or permitted to be given under this Agreement must be written in English and shall be deemed given and effective upon delivery if sent by personal delivery or by facsimile transmission (with confirmation of successful delivery), two (2) days after deposit with a nationally-recognized overnight delivery service or five (5) days after posting if sent by certified United States mail, return receipt requested, with postage pre-paid and addressed as above-provided or to such other addresses as may be designated by notice from one party to the other. 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.

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 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.

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 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.

 

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): iMeet®/GlobalMeet®/Agenday®, Audio, iMeetLive™,Resold Services-Internet Services/Web Conferencing, GlobalMeet Audio for Skype for Business Online Services, Resold Webcasting Services, or Dolby Voice Client Software), you shall be deemed to have agreed to such Services’ applicable Additional Terms of Service. PRIOR TO USING ANY SUCH SERVICES, YOU AGREE (i) TO BE SOLELY RESPONSIBLE FOR REGULARLY REVIEWING PGi’s ADDITIONAL TERMS OF SERVICE, WHICH ARE AVAILABLE ON PGi’S WEBSITE, VIA THE LINKS BELOW, AND/OR UPON REQUEST FROM PGi SALES REPRESENTATIVES, AND (ii) TO OBTAIN TIMELY NOTICE OF ANY CHANGES TO SUCH TERMS. In the event of a conflict between any terms herein and in any Schedule, the terms of the Schedule for the particular service shall control.

Schedule of Additional Terms of Service for Licensed Services – iMeet/GlobalMeet/Agenday

Schedule of Additional Terms of Service for Agenday

Schedule of Additional Terms of Service for Audio Services

Schedule of Additional Terms of Service for iMeetLive Services

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

Schedule of Additional Terms of Service for GlobalMeet Audio for Skype for Business Online Services

Schedule of Additional Terms of Service for Resold Webcasting Services

Schedule of Additional Terms of Service for Dolby – End-User License Agreement for Dolby Voice Client Software

Schedule of Additional Terms of Service for Licensed Services – iMeet/GlobalMeet/Agenday
By using the Licensed Services (as below defined, including any trial or promotional/free use), you agree to the following Additional Terms of Service for Licensed Services – iMeet/GlobalMeet/Agenday.

Subscription Fee. You will pay PGi a subscription fee (“Subscription Fee”) per Named User (as below defined) in addition to any additional fees or charges for use of iMeet, GlobalMeet and/or Agenday service (each a “Licensed Service” and, collectively, the “Licensed Services”), including without limitation any overages fees and per-minute fees (including dial out and local access per minute rates) and other fee or charge associated with use of the Licensed Services provided and not otherwise designated as specifically and expressly waived pursuant to an applicable promotional offer. For the purposes hereof, a “Named User” is an individual designated and identified by you as an organizer/administrator who is authorized to schedule conferences using the Licensed Services. You will be billed for and you shall pay all invoices, in their entirety, for each applicable period during the term of this Agreement. All Subscription Fees are prepaid and non-refundable, and audio minutes not included in subscription plans are billed in arrears, with payments due within thirty (30) days after the date of invoices; provided, you may pay your Subscription Fees in monthly installments for the number of Named Users provided, beginning as of the Service Commencement Date, subject to and conditioned upon: (i) PGi expressly agreeing to such installment payments in a written Schedule; (ii) you being and remaining current on all fees and charges to PGi; and (iii) in the event you are delinquent in payment at any time for such installment payments, PGi may immediately terminate the monthly installments and the remainder of the Subscription Fee(s) per the applicable Schedule shall be paid in full by you. For the avoidance of doubt, you are not and will not be entitled to any partial month billing or credits or refunds of any kind, including without limitation in the event you elect to not use the Licensed Services during any billing period. You further acknowledge and agree that PGi reserves the right to change pricing or modify or discontinue any or all of Licensed Services and any related Dial-In numbers or other methods of access at any time for any reason, without notice. Without limiting the foregoing, PGi reserves the right, in its sole discretion, to change or institute new or additional charges and/or fees for access to or use of Licensed Services (including for ancillary services, new or additional features and/or “APPS”) at any time as provided in this agreement.

Increasing Named Users. For so long as PGi supports such selections, you may increase your number of Named Users, at any time, by submitting your selections on your account page (“Account Page”). All selections for increases in Named Users by you will become an integral part of this Agreement, increase your Total Subscription Fee and be subject to automatic renewal. You will be billed for such increase in Named Users, beginning as of the date of selection. For the avoidance of doubt, all selections and resulting Named Users shall be subject to PGi’s terms and conditions, including without limitation, these Terms of Service for use of the Licensed Services, you are fully responsible and liable for any and all selections made on Account Page, submission of selections to PGi using Account Page will be deemed your signature and authorization for such orders, and PGi has no obligation to investigate or confirm whether the party submitting an order via Account Page has authority to bind you.

Upgrades. Where permitted by PGi, at its sole discretion and subject to you meeting all pre-conditions identified or communicated to you for the upgrade offer to you, you may upgrade subscription plans for Licensed Services. You are and shall remain responsible for all fees and charges due and incurred for Licensed Services provided under an existing subscription plan through the upgrade effective date and you are not and will not be entitled to any partial months’ credits or refunds of any kind as a result of the upgrade. After any upgrade effective date, you shall be responsible for the increased fees and charges associated with the upgrade, including without limitation any new and/or additional charges associated therewith, which may include without limitation, for any overages. For the avoidance of doubt, nothing herein shall be deemed to require PGi to permit and/or allow any upgrades.

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. Subscription Fees are prepaid (unless PGi has agreed to installment payments to the extent and pursuant to the conditions above-provided) and non-refundable. You will not be entitled to any partial month credits or refunds of Subscription Fees, including without limitation any installment payments, of any kind. For the avoidance of doubt, PGi has the right, at all times and in addition to all other termination rights permitted by this Agreement, to terminate the Licensed Services and/or this Agreement, for its convenience and without liability by providing at least sixty (60) days’ prior written notice (invoice stuffers and emails permitted) to you, with such terminations effective as of the date designated in the applicable termination notice.

Intellectual Property; Marketing; Images and Links. You are being granted a limited, non-exclusive, non-transferable, non-sublicensable revocable right to use the Licensed Services, and any software associated with the Licensed Services in accordance with the provisions herein during the Subscription License Term. All other rights are reserved by PGi, and you agree that you shall not remove, obscure or alter any proprietary rights notices (including copyright and trademark notices) which may be affixed to or contained within the Licensed Services. You acknowledge and agree that all third-party information (such as data files, written text, computer software, music, audio files or other sounds, photographs, videos or other images) which you may have access to as part of, or through the use of the Licensed Services are the sole responsibility of the individual or entity from which such content originated (“Third-Party Content”). Such Third-Party Content may be protected by intellectual property rights that are owned by the sponsors or advertisers who provides such Third-Party Content to PGi (or by other individuals or entities on their behalf). You may not modify, rent, lease, loan, sell, distribute or create derivative works based on this Third-Party Content (either in whole or in part). PGi reserves the right (but shall have no obligation) to pre-screen, review, flag, filter, modify, refuse or remove any or all Third-Party Content from the Licensed Services. PGi may also provide tools (but has no obligation) to filter out explicit content, and you understand that by using the Licensed Services, you may be exposed to Third-Party Content that you may find offensive, indecent or objectionable. You use the Licensed Services at your own risk. You understand that by using the Licensed Services with a webcam or other photographic or video device and/or a microphone, you will transmit images and audio to users. You hereby release, discharge and agree to hold harmless PGi, its officers, directors, employees, affiliates and its suppliers from and against any and all claims and demands, including but not limited to, any claims for copyright infringement, defamation, invasion of privacy or right of publicity, arising out of or in connection with any use of the images and/or audio. The Licensed Services may include links to other web sites (“Linked Sites”). You acknowledge and agree that such links are provided for convenience only and do not reflect any endorsement by PGi with respect to the providers of the Linked Sites or the quality, reliability or any other characteristic or feature of the Linked Sites. PGi is not responsible in any manner (including without limitation with respect to any loss, damage or injury you may suffer) for any matter associated with the Linked Sites, including without limitation, the content provided on or through the Linked Sites or your reliance thereon. PGi MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO ANY LINKED SITES: YOUR USE OF ANY LINKED SITE IS SUBJECT TO THE TERMS AND CONDITIONS APPLICABLE TO THE LINKED SITE AND SOLELY AT YOUR OWN RISK.

Named Users, Content and Conduct/Use. To use the Licensed Services, you must be 18 years or older, if an individual, and must complete the sign-up/registration process, which includes, without limitation, providing a valid email address, agreeing to be bound by PGi’s required terms applicable to the use of the Licensed Services and meeting such other requirements as PGi directs. You agree to maintain and update your registration information as required to keep it current, complete and accurate. If PGi discovers that any of your registration information is inaccurate, incomplete or not current, PGi may suspend and/or terminate your right to access and receive the Licensed Services. PGi further retains the right to reject a registration application in its sole discretion and without a requirement to provide a reason. Without limiting the foregoing, PGi may refuse the Licensed Services to any individual or entity who has cancelled any number of previous accounts. Only Named Users (as below defined) may schedule conferences using the Licensed Services, and there may be only one user/employee assigned to any Named User licenses to be used in connection with the Licensed Services. For the avoidance of doubt, Named User licenses cannot be shared among multiple individuals and separate Named User licenses must be purchased for each individual. Named Users may only include up to the total number of Maximum Meeting Participants in any single conference. For the purposes of this provision and the Licensed Services, “Maximum Meeting Participants” means the maximum number of meeting participants, including the Named User, that may be in a conference using the Licensed Services at the same time as designated by PGi. Only one conference using the Licensed Services may occur at any given time (i.e. no concurrent meetings) per licensed Named User. Named Users may not combine with other Named Users or otherwise expand a conference using the Licensed Services scheduled by a Named User to allow more than the Maximum Meeting Participants. For each conference using the Licensed Services scheduled by a Named User, the Named User must (1) initiate or schedule the conference; (2) host the conference by entering as a presenter; and (3) 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 forgoing parameters, and you shall indemnify PGi in the event a claim is brought or damages are incurred due to a Named User’s or 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. You acknowledge that PGi has no control over the content of information transmitted by you through the Licensed Services (whether visual, written or audible) and that PGi does not examine the use to which you put the Licensed Services or the nature of the information you or your users send or receive. You acknowledge and agree that PGi shall have no liability for the deletion or failure to store any information, content or data transmitted using the Licensed Services. Further, you expressly agree: (i) to comply with all applicable foreign, federal, state/provincial and local laws relating to use of the Licensed Services under this Agreement (including without limitation, export and control laws and regulations); (ii) not to upload, post, email or otherwise transmit content through use of the Licensed Services that (1) infringes any third-party intellectual property or other proprietary rights or rights of publicity or privacy; (2) is unlawful, threatening, abusive, harassing, tortuous, libelous, defamatory, deceptive, fraudulent, invasive of another’s privacy, vulgar, obscene, hateful or discriminatory or otherwise contains objectionable material of any kind or nature; (3) violates any law, statute, ordinance or regulation (including without limitation the laws and regulations governing export control, unfair competition, anti-discrimination or false advertising); (4) is profane, indecent, obscene, harmful to minors or child pornographic; (5) 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; (6) that includes any unsolicited or unauthorized advertising or marketing; or (7) is materially false, misleading or inaccurate or that you do not have the right to transmit under any law or under contractual or fiduciary relationships; (iii) not to: (1) impersonate any person or entity, falsely or otherwise misrepresent your affiliation with a person or entity, or forge headers or otherwise manipulate identifiers in order to disguise the origin of any content uploaded, posted, emailed or otherwise transmitted; (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 Licensed Services any directory of other users or usage information or any portion thereof other than in the context of your use of the Licensed Services; (4) reproduce, duplicate, copy, sell, trade or resell the Licensed Services for any purpose, including you may not act as a service bureau for the Licensed Services or rent, lease, grant a security interest in, or otherwise transfer any rights in the use of the Licensed Services; (5) use or exploit any portion of the Licensed Services to provide commercial services to third parties or otherwise generate income from the Licensed Services or use the services for the development, production or marketing of a service or product substantially similar to the Licensed Services; (6) interfere with, damage, disable, overburden, impair or disrupt hardware, software or networks connected to the Licensed Services, or any other users of the Licensed Services, or violate the regulations, policies or procedures of any networks; (7) attempt to gain unauthorized access to the Licensed Services, other accounts, computer systems or networks connected to the Licensed Services, through password mining or any other means; (8) reverse engineer, modify, decompile, disassemble, translate or otherwise attempt to derive source code from any part of the Licensed Services or associated software; or (9) use the Licensed Services for illegal purposes (including without limitation, gambling or betting); and (iv) you are solely responsible for any and all activities that may occur under your account and to maintain the confidentiality and security of any Host ID, 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 any 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 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 Licensed Services to satisfy any law, regulation, government agency request, court order, search warrant, subpoena or other legal process.

 

Schedule of Additional Terms of Service for Agenday Services

Without limiting all terms and conditions applicable to the Licensed Services, which shall apply to use of the Agenday services, by using the Agenday services, including any trial or promotional/free use (the “Agenday Services”), you agree to the following Additional Terms of Service:

To access and use the Agenday Services, you acknowledge and agree to and shall ensure any person or entity accessing the Agenday Services through you or your account (“Your Users”) provide PGi only up-to-date and functional means for contact, such as a voice phone numbers, mobile SMS phone numbers or email addresses, that are accurate, complete and for which you and Your Users have all rights, permissions and licenses as required to use in connection with the Agenday services (“Contact Information”). You hereby represent and warrant that you have all rights and authority to and do now: (i) grant PGi express consent to contact all individual account holders and moderators to communicate information in connection with the Services, and (ii) expressly consent to PGi’s collection of information, including personal information, about you and Your Users’ calendars, contacts, messages and devices, including without limitation IP address and other uniquely identifying device, operating system and browser type information, as well as date, time and location information, and information contained in third-party accounts and other services used in connection with the Agenday Services (e.g., social media or other accounts), including profile information. You represent and warrant that you have obtained any necessary consents from Your Users to allow the aforementioned collection of information by PGi and that it is authorized to consent herein on behalf of Your Users. You acknowledge and agree that: (i) PGi has no control over the content of information and/or Contact Information, including without limitation any distribution lists, provided by you or Your Users through the Agenday Services (whether visual, written or audible); (ii) PGi does not have any obligation to prescreen, monitor, edit, remove or otherwise examine the use to which you or Your Users puts the Agenday Services or the nature of the information you or Your Users send or receive; and (iii) content may not be transmitted through use of the Agenday Services via an automatic telephone dialing system or that infringes any third party’s intellectual property rights or that is unlawful, threatening, abusive, harassing, libelous, deceptive, fraudulent, invasive of another’s privacy, vulgar, obscene or otherwise contains objectionable material of any kind or nature. You also warrant to PGi that any and all Contact Information, including without limitation, distribution lists used or provided by you or Your Users through or otherwise in connection with the Agenday Services: (i) are based upon express written consent and permission or, and then solely to the extent permitted by law, an established business relationship; (ii) have not been obtained through Internet harvesting methods or any other unlawful electronic collection of addresses or any other public or private source; and (iii) are complete, accurate and updated, including without limitation, for any opt-outs, as applicable and required by law. You agree it is your sole responsibility to use and you represent and warrant that you shall and shall ensure Your Users’ use the Agenday Services in accordance with all applicable local, state/provincial, federal and foreign laws, rules and regulations and orders of any governmental (including any regulatory or quasi-regulatory) agency, including but not limited to, those pertaining to telemarketing, texting, TCPA, commercial e-mail, personal data privacy and export control. YOU ACKNOWLEDGE THAT THE TRANSMISSION OF UNSOLICITED VOICE MESSAGES, MAIL OR TEXT MESSAGES, INCLUDING WITHOUT LIMITATION, THE ADVERTISING OF GOODS, PRODUCTS OR SERVICES, AND THE SENDING OF SUCH MESSAGES, E-MAIL OR TEXT MESSAGES WITHOUT PRIOR EXPRESS CONSENT, MAY BE IN VIOLATION OF FEDERAL, STATE/PROVINCIAL AND FOREIGN LAWS AND REGULATIONS AND MAY SUBJECT THE YOU TO PENALTIES FOR WHICH YOU SHALL BE SOLELY RESPONSIBLE AND LIABLE. Breach by you of these Terms of Service is grounds for immediate suspension by PGi of Agenday Services. Compliance with these terms requires, among other things, that all messages sent by you and/or Your Users utilizing the Agenday Services, in whatever medium, contain the valid name and required contact information, and that you are solely responsible, liable and shall comply promptly with any “do not call” or “do not send” request. For the avoidance of doubt, PGi disclaims all responsibility for, and authority over, the receipt and processing of any opt-out requests. In particular but without limiting the foregoing, it is your responsibility to ensure that any use, disclosure, transmission or storage of you data by you or Your Users is in compliance with the all applicable privacy, spam and data protection laws and regulations. You warrant that you will collect and use data in accordance with the applicable privacy, spam and data protection legislation applicable in the jurisdictions in which the specific data is collected. This shall include (but not be limited to) your and Your End Users: (a) Consent: sending electronic messages only with the applicable individual’s or business’s consent; (b) Identify: including clear and accurate information in electronic messages about the person or business that is responsible for sending the message; (c) Storage: taking reasonable steps to protect the personal information and data from unauthorized access, misuse, modification or disclosure; (d) Access: allowing users to access and correct to their personal data in accordance with applicable laws; (e) Unsubscribe: including a facility in each electronic message allowing recipients to unsubscribe to future electronic messages. Once a recipient has unsubscribed to electronic messages from you or Your User, you will promptly remove the recipient and will not send any future electronic messages to the customer. You warrant that you are authorized to disclose personal information to PGi in accordance with your own privacy policy and applicable privacy laws. In the event you or any of Your Users utilizes Agenday Services to conduct telemarketing activities or disseminates materials offering the availability of goods or products or services, you specifically warrant to PGi that you will: (i) undertake all required actions necessary to comply with applicable federal, state/provincial or foreign “Do Not Call” and telemarketing registration statutes and regulations and (ii) not utilize the Agenday Services in a manner which results in a violation of any applicable laws or regulations with respect to such Agenday Services. You shall indemnify, defend and hold PGi, its officers, directors, employees, affiliates and suppliers harmless from any and all claims, losses, damages, penalties or costs (including, without limitation, reasonable attorney’s fees) arising out of your or Your User’s: (i) content, Contact Information and use of the Agenday Services; (ii) violation of or alleged violation of any applicable laws or regulations with respect to the Agenday Services, including but not limited to, any claims that your use of the Agenday Services violated the rights of any third party (including those claims relating to the content provided by you, Your Users, or any person or entity accessing the Agenday Services through you, you or Your Users’ account or PGi’s use of distribution lists on behalf of you, Your Users, or any person or entity accessing the Agenday Services through you or your account), claims relating to the transmission of unsolicited documents or messages or calls of any types (including but not limited to text messages), or the attempted transmission of a document or a message of any type to a telephone (including but not limited to a mobile telephone number) or for any errors in data or distribution information provided by you, Your Users, or any person or entity accessing the Agenday Services through you or your account; (iii) infringement of any intellectual property rights of any third party; or (iv) contaminated file, virus, work or Trojan horse originating from you or Your User or from any linked areas. ALL AGENDAY 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 AND YOUR USERS, FOR THE CONTENT OF INFORMATION TRANSMITTED BY YOU OR YOUR USERS THROUGH THE SERVICES. PGI DISCLAIMS ANY AND ALL REPRESENTATIONS, WARRANTIES OR COVENANTS, WHETHER EXPRESS OR IMPLIED, RELATING TO THE AGENDAY SERVICES, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT REGARDING THE AGENDAY SERVICES. WITHOUT LIMITING THE FOREGOING, PGI MAKES NO WARRANTY OR REPRESENTATION REGARDING THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE AGENDAY SERVICES OR ANY COST-SAVINGS THAT MAY OR MAY NOT BE POSSIBLE VIA THE AGENDAY SERVICES, AND ANY MATERIAL, AND/OR DATA DOWNLOADED, UPLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE AGENDAY 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. PGI’S TOTAL LIABILITY FOR DAMAGES ARISING OUT OF OR RELATING TO THE AGENDAY SERVICES OR THIS AGREEMENT, WHETHER TO YOU, YOUR USERS OR ANY OTHER PARTY AND REGARDLESS OF THE FORM OF ACTION, IS LIMITED TO AN AMOUNT EQUIVALENT 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 (1) MONTH PERIOD IMMEDIATELY PRIOR TO THE DATE OF EVENT, ACT OR OMISSION GIVING RISE TO THE LIABILITY. IN NO EVENT SHALL PGI, OR ITS SUPPLIERS, 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 OR COMPUTER TIME; ALTERATION OR ERRONEOUS TRANSMISSION OF DATA; ACCURACY OF DATA; INABILITY TO USE THE SERVICES TO CONTACT EMERGENCY SERVICES, UNAUTHORIZED ACCESS TO OR USE OF DATA PROCESSED OR TRANSMITTED BY, TO OR THROUGH THE SERVICE; PROGRAM ERRORS; LOSS OR DAMAGE RELATED TO CONTENT OR ANY DAMAGE TO USER’S COMPUTER, MOBILE DEVICE OR OTHER EQUIPMENT OR TECHNOLOGY, INCLUDING WITHOUT LIMITATION, DAMAGE FROM ANY VIRUS) 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. These Terms of Service for Agenday Services shall survive any termination or suspension of the Agenday Services contemplated herein and/or the expiration or termination of this Agreement, and shall survive final payment.

 

Schedule of Additional Terms of Service for Audio Services 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.

Schedule of Additional Terms of Service for iMeetLive Services

Schedule of Additional Terms of Service for iMeetLive Services

By using iMeetLive™ Services (including any trial or promotional/free use), you agree to the following Additional Terms of Service for iMeetLive Services.

iMeetLive Services. PGi (or an affiliate of PGi) hereby undertakes to produce webcasting events utilizing the iMeetLive software application platform (the “Platform”) and various services and tools (the “iMeetLive Services”) that PGi offers Customer for use (an “iMeetLive Event”).

License/Platform. 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 the iMeetLive Services and produce an iMeetLive Event. Customer may not rent, lease, grant a security interest in, or otherwise transfer any rights in the use of the Platform or the iMeetLive Services. Customer shall not allow someone other than Customer or PGi to manage an iMeetLive Event. Customer is prohibited from reselling or acting as a service bureau for any of the iMeetLive Services. Customer shall not reverse engineer, modify, decompile, disassemble, translate or otherwise attempt to derive source code from any part of the iMeetLive 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 iMeetLive 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 iMeetLive Services.

Submissions. 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 iMeetLive Event.

Recordings. Certain iMeetLive Services provide functionality that allows a Customer to record audio and data shared during sessions. Customer is solely responsible for complying with all federal, state, and local laws in the relevant jurisdiction when using recording functionality. PGi expressly disclaims all liability with respect to Customer’s recording of audio and/or shared data while using the iMeetLive Services, and Customer releases and agrees to hold PGi harmless from and against any damages or liabilities related to the recording of any audio and/or data.

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

 

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.

License Grant. 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).

User Content. 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.

User Conduct. 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.

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

Schedule of Additional Terms of Service for GlobalMeet Audio for Skype for Business Online
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.

Consent. 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.

Intellectual Property. 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.

User Conduct. 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.

Schedule of Additional Terms of Service for Resold Webcasting Services

Schedule of Additional Terms of Service for Resold Webcasting Services

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

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

Resold Webcast Event Production and Services. Customer acknowledges that production of a Resold Webcast Event will require utilization of various elements of services. Customer shall work with PGi’s representative to establish which elements Customer requires for each event. For any custom Resold Webcast Event for which additional specifications shall be required, the parties must execute a separate work order setting forth the customer requirements to be agreed upon by the parties in writing (“Work Order”). Utilizing the Work Order, PGi will commence producing the Resold Webcast Event. Customer acknowledges that because of the difficulties in defining all aspects of a Resold Webcast Event, it will need to work closely with PGi, including being reasonably available for consultations, if and when any unforeseen issues arise. Customer is fully responsible for providing all aspects of content of each Resold Webcast Event and for making sure that aspects of content are available to PGi as PGi may require from time to time in producing the Resold Webcast Event. For the avoidance of doubt, a fee of up to 50% of the quoted production cost will apply in the event of a cancellation by Customer with less than 48 hours notice. PGi will not be responsible for editing any content provided by Customer.

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

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

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

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

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

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

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

 

 

Services & Pricing Schedule Billing Footnotes, Charges & Fees:
The following billing footnotes apply to the Services:

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

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.
1. LICENSE GRANT. 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.
1.1 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.
1.2 Documentation. 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.
1.3 Beta Materials. 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.
2. 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.
3. 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.
4. TERMINATION. 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.
5. REPRESENTATIONS AND WARRANTIES.
5.1 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.
5.2 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.
6. 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.
7. 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.
8. 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.
9. GOVERNING LAW: 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:
Region
Governing Law
Court Jurisdiction
Europe Union
England
English Courts
All other countries
State of California, USA
State or Federal Courts located in San Francisco, CA
People’s Republic of China
State of California, USA
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.

These Terms and Conditions were last revised October, 2015 and are subject to periodic revisions and updates. YOU ARE RESPONSIBLE FOR REGULARLY REVIEWING THIS SITE TO OBTAIN TIMELY NOTICE OF ANY AMENDED TERMS.