CUSTOMER’S USE OF SERVICES IS CONDITIONED UPON CUSTOMER’S COMPLIANCE WITH, AND CONFIRMS CUSTOMER’S AGREEMENT TO BE BOUND BY AND ACCEPTANCE OF, THESE TERMS & CONDITIONS, INCLUDING WITHOUT LIMITATION ALL SCHEDULES (THIS “AGREEMENT”). IF CUSTOMER DOES NOT AGREE WITH THE TERMS OF THIS AGREEMENT, DO NOT USE THE SERVICES. CUSTOMER IS ENCOURAGED TO PRINT OR DOWNLOAD THESE TERMS AND CONDITIONS AND TO REGULARLY CHECK THIS WEBSITE TO OBTAIN TIMELY NOTICE OF ANY CHANGES TO TERMS, WHICH MAY OCCUR FROM TIME TO TIME AND AT ANY TIME WITHOUT NOTICE.
1. Services and Pricing.
(b) Taxes and Other Charges. Unless otherwise agreed by the parties, in writing (or via click-thru acceptance) Customer acknowledges and agrees that LIGHTHOUSE CONFERENCING LLC 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 Services (including for Enhanced Services) at any time. PRIOR TO USING ANY SERVICES, CUSTOMER AGREES (I) TO BE SOLELY RESPONSIBLE FOR REGULARLY REVIEWING LIGHTHOUSE CONFERENCING LLC ‘S STANDARD CHARGES, WHICH ARE AVAILABLE UPON REQUEST FROM LIGHTHOUSE CONFERENCING LLC SALES REPRESENTATIVES, AND (II) TO OBTAIN TIMELY NOTICE OF CURRENT STANDARD CHARGES, INCLUDING ANY INCREASES OR OTHER CHANGES. Further, LIGHTHOUSE CONFERENCING LLC may, in its sole discretion, change its payment terms at any time. LIGHTHOUSE CONFERENCING LLC may cancel or re-schedule orders if LIGHTHOUSE CONFERENCING LLC determines, in its sole discretion, that Customer’s previous payment record so warrants such change. Customer will pay, and LIGHTHOUSE CONFERENCING LLC reserves the right to collect in arrears, all sales, use, excise or other taxes (other than taxes based upon LIGHTHOUSE CONFERENCING LLC net income), fees, 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 LIGHTHOUSE CONFERENCING LLC, by any foreign, federal, state/provincial, county or local government authority upon or with respect to the Services provided. If Customer claims exemption from charges, Customer must provide LIGHTHOUSE CONFERENCING LLC with a current, valid exemption certificate from the applicable regulatory authority.
(c) Minimum Commitment. In the event Customer agrees to a minimum commitment for use of the Services during the term of the Agreement (“Minimum Commitment”) and does not meet its Minimum Commitment in any given month, quarter or year, as applicable, LIGHTHOUSE CONFERENCING LLC shall invoice for, and Customer shall pay, upon receipt of invoice, the shortfall equal to the difference between the Minimum Commitment during each applicable term less any payments for actual usage made by Customer during each applicable period during the term of the Agreement. For commitments based on minutes, the shortfall amount in dollars shall be calculated based upon pricing using the proportion of Services as Customer actually used during the applicable period. Only the per minute usage of conferencing and collaboration services shall be applicable to the Minimum Commitment.
(d) Credit Cards. Notwithstanding any other provision herein, for any fees and/or charges paid by credit or debit cards, Customer agrees if payment is not received by LIGHTHOUSE CONFERENCING LLC from the card issuer or its agents, Customer will pay all amounts due upon demand by LIGHTHOUSE CONFERENCING LLC. Each time Customer uses the Services, or allows or causes the Services to be used, Customer agrees and reaffirms that LIGHTHOUSE CONFERENCING LLC is authorized to charge Customer’s designated card in connection with the Services, and Customer must refer to such agreement (not this Agreement) with respect to Customer’s rights and liabilities as a cardholder. CUSTOMER FURTHER AGREES THAT LIGHTHOUSE CONFERENCING LLC MAY SUBMIT ADDITIONAL CHARGES FOR USE OF THE SERVICES EACH MONTH, WITHOUT FURTHER AUTHORIZATION FROM CUSTOMER, until you provide prior written notice (in accordance with LIGHTHOUSE CONFERENCING LLC’S verification procedures, as may be established by LIGHTHOUSE CONFERENCING LLC from time to time in its sole discretion) that Customer terminates this authorization or desires to change its designated card. Such notices will not affect charges submitted before LIGHTHOUSE CONFERENCING LLC reasonably could act on your notice.
2. Term and Termination.
(a) Term. Services shall commence upon the Service Commencement Date as agreed upon by the parties, in writing (or via click-thru acceptance), and shall continue, unless different terms are specified by the parties, in writing (or via click-thru acceptance), for a minimum term of twelve (12) months (“Initial Term”), with renewal terms continuing indefinitely thereafter at lengths equal to the Initial Term (each a “Renewal Term”). Without limiting the foregoing, if the term of any Services described in a Schedule extends beyond the expiration or termination of this Agreement, the terms of this Agreement shall apply to such Services even after expiration or termination of the Agreement. Either party may terminate this Agreement at the end of a term by providing written notice to the other party of such termination at least 60 days prior to the end of such term or as the parties otherwise agree, in writing (or via click-thru acceptance).
(b) Promotional Term; Free Trial Term. If Customer uses Services pursuant to a promotional offer granting free Services and/or a free trial for Services (“Free Services”), Customer will receive use of the Free Services solely for a limited period of time and all use of all Free Services shall be subject to the terms herein and any and all other restrictions, limitations and conditions identified or communicated to Customer with the specific Free Services offer. Notwithstanding any other provision in this Agreement, all Free Services are provided solely as an accommodation to Customer, and LIGHTHOUSE CONFERENCING LLC reserves the right, at all times and in its sole discretion, to terminate any Free Services at any time without notice, including without limitation for any abuse of the Free Services. CUSTOMERS SIGNING UP TO PAY FOR SERVICES BY CREDIT OR DEBIT CARDS, ACKNOWLEDGE AND AGREE THAT AS A CONDITION TO RECEIVE ANY FREE SERVICES, A SERVICE CHARGE WILL BE PRE-AUTHORIZED AGAINST CUSTOMER’S CREDIT CARD OR DEBIT CARD LIMIT (MEANING THE AMOUNTS PRE-AUTHORIZED WILL NOT BE CONSIDERED AVAILABLE CREDIT OR DEBIT FUNDS IN SUCH ACCOUNT) AND, UNLESS THE PARTIES EXPRESSLY AGREE OTHERWISE, WILL BE IMMEDIATELY CHARGED TO CUSTOMER’S CREDIT OR DEBIT CARD, WITHOUT FURTHER AUTHORIZATION FROM CUSTOMER, UPON THE EXPIRATION OF THE FREE SERVICES PERIOD, UNLESS CUSTOMER TERMINATES SERVICES IN ACCORDANCE WITH THE TERMS OF THE SPECIFIC PROMOTION AND/OR THIS AGREEMENT. FOR THE AVOIDANCE OF DOUBT AND NOTWITHSTANDING ANY OTHER PROVISION HEREIN, IN THE EVENT ANY PROMOTION HAS CUSTOMER RATES NOT IMPLEMENTED UNTIL A DATE FOLLOWING CUSTOMER’S SERVICE COMMENCEMENT DATE (“RATE IMPLEMENTATION DATE”) AND LIGHTHOUSE CONFERENCING LLC AGREES TO MAKE AVAILABLE ANY FREE SERVICES TO CUSTOMER PRIOR TO SUCH RATE IMPLEMENTATION DATE, CUSTOMER’S INITIAL TERM FOR SERVICES SHALL BE EXTENDED BY THE LENGTH OF THE FREE SERVICES PERIOD; PROVIDED, HOWEVER, IF SUCH FREE SERVICES PERIOD WOULD RESULT IN CUSTOMER’S INITIAL TERM ENDING IN THE MIDDLE OF A BILLING CYCLE, THE INITIAL 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 30 days after receipt of written notice of such breach. Notwithstanding the foregoing, LIGHTHOUSE CONFERENCING LLC may terminate this Agreement and/or suspend the provision of Services immediately for: illegal, fraudulent or improper use of the Services (including without limitation Customer’s use of the Services in contravention of Section 6) or if deemed reasonably necessary by LIGHTHOUSE CONFERENCING LLC to prevent interruption or disruption to LIGHTHOUSE CONFERENCING LLC’S network, its business or other customers; if any portion of an invoice not reasonably disputed in good faith as herein provided remains unpaid when due (including without limitation any Minimum Commitment shortfall amount); or for breach, not subject to cure. LIGHTHOUSE CONFERENCING LLC shall not be liable to Customer or any third party should LIGHTHOUSE CONFERENCING LLC exercise its right to discontinue Services, in whole or in part, or terminate this Agreement pursuant to this Section 2(c).
(d) Effect of Termination by Customers with Minimum Commitment. If Customer has agreed to a Minimum Commitment and in the event that Customer terminates this Agreement (not due to breach by LIGHTHOUSE CONFERENCING LLC) or if LIGHTHOUSE CONFERENCING LLC terminates on account of Customer’s breach, Customer shall pay to LIGHTHOUSE CONFERENCING LLC as liquidated damages, but not as a penalty and representing a reasonable estimate of the probable loss to LIGHTHOUSE CONFERENCING LLC, the shortfall resulting from Customer’s failure to meet any Minimum Commitment for the term of this Agreement, which amount shall equal the difference between the Minimum Commitment multiplied, as applicable, by the number of months, quarters or years in the term less any payments for actual usage made by Customer during the term of this Agreement; provided, however, no payments over and above the Minimum Commitment for any one month, quarter or year, as applicable, shall apply to or in any way be credited against any other, past or present, Minimum Commitment or the overall shortfall amount for the term of this Agreement.
(e) Effect of Termination for Free Services. In addition to and without limiting any other rights or remedies LIGHTHOUSE CONFERENCING LLC has herein or otherwise identified or communicated to Customer with the specific Free Services offer, if LIGHTHOUSE CONFERENCING LLC determines, in its sole discretion and whether or not it has conducted an audit, that Customer has violated any conditions of and/or limitations on the Free Services or any associated software, LIGHTHOUSE CONFERENCING LLC reserves the right to immediately terminate the Free Services and to charge and to collect from Customer the amount Customer would have been required to pay for the Free Services as a retail customer (applying Standard Charges) during the period of Customer’s non-compliance. Customer agrees to pay this amount to LIGHTHOUSE CONFERENCING LLC, plus the cost of conducting any associated audits by LIGHTHOUSE CONFERENCING LLC that in the sole discretion of LIGHTHOUSE CONFERENCING LLC 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 LIGHTHOUSE CONFERENCING LLC. 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 person without the other party’s prior written consent. Each party acknowledges that any such Proprietary Information received by the other party shall be received as a fiduciary of the other party. Each party further agrees to immediately return to the other party or destroy all Proprietary Information in its possession, custody or control in whatever form held (including all copies of all written documents relating to that) upon termination of this Agreement or at any time, or from time to time, upon the request of the other party.
4. Trademarks and Trade Names.
Except as required for use of the Services, Customer has no right or license to use any of the trademarks or trade names owned by, licensed to or associated with LIGHTHOUSE CONFERENCING LLC and its suppliers (the “LIGHTHOUSE CONFERENCING LLC Marks”) during the term of this Agreement without express written consent from LIGHTHOUSE CONFERENCING LLC. Despite prior approval, Customer will immediately cease and desist using the LIGHTHOUSE CONFERENCING LLC Marks upon notice from LIGHTHOUSE CONFERENCING LLC or upon termination of this Agreement for any reason. Any use by Customer of the LIGHTHOUSE CONFERENCING LLC 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, LIGHTHOUSE CONFERENCING LLC may terminate this Agreement. If LIGHTHOUSE CONFERENCING LLC elects to issue a press release pertaining to this Agreement, LIGHTHOUSE CONFERENCING LLC and Customer agree to cooperate in a joint press release, subject to both parties’ prior review and approval, announcing the execution of this Agreement. Customer agrees to allow LIGHTHOUSE CONFERENCING LLC to name Customer as a client of LIGHTHOUSE CONFERENCING LLC in any marketing material LIGHTHOUSE CONFERENCING LLC may create from time to time. LIGHTHOUSE CONFERENCING LLC will not use Customer trademarks or trade names, other than the corporate name and/or logo of Customer or solely to the extent used in LIGHTHOUSE CONFERENCING LLC’S internal business communications and/or presentations, in any marketing materials without the prior written consent of Customer, which consent shall not be unreasonably withheld.
5. Intellectual Property.
The Services provided under this Agreement (including any custom application(s) developed for Customer and results from a collaboration) and all associated intellectual and proprietary rights are the sole property of LIGHTHOUSE CONFERENCING LLC and/or its suppliers.
6. Customer Compliance and Indemnification.
Customer acknowledges that LIGHTHOUSE CONFERENCING LLC has no control over the content of information transmitted by Customer through the Services (whether visual, written or audible) and that LIGHTHOUSE CONFERENCING LLC does not examine the use to which Customer puts the Services or the nature of the information Customer or Customer’s users send or receive. Customer shall comply with all applicable foreign, federal, state/provincial and local laws relating to use of the Services under this Agreement (including without limitation, export and control laws and regulations). Customer agrees not to transmit content through use of the Services that infringes any third party’s intellectual property rights or that is unlawful, threatening, abusive, harassing, libelous, deceptive, fraudulent, invasive of another’s privacy, vulgar, obscene or otherwise contains objectionable material of any kind or nature. Customer is responsible: (i) for any and all activities that may occur under Customer’s account and (ii) to maintain the confidentiality and security of its Services’ access numbers, keys and passcodes. Customer agrees to notify LIGHTHOUSE CONFERENCING LLC immediately if there has been an unauthorized use of any access numbers, keys and passcodes or any other breach of security and Customer shall be liable for fraudulent charges until such time as Customer has notified LIGHTHOUSE CONFERENCING LLC to suspend any compromised access numbers, keys and/or passcodes. Customer acknowledges that LIGHTHOUSE CONFERENCING LLC may from time to time monitor bridge activity relating to the Services for quality assurance and fraud detection. Further, and notwithstanding confidentiality provisions herein, LIGHTHOUSE CONFERENCING LLC may disclose information about Customer’s use of Services to satisfy any law, regulation, government agency request, court order, search warrant, subpoena or other legal process.
Customer shall indemnify, defend and hold LIGHTHOUSE CONFERENCING LLC, its officers, directors, employees, affiliates and its suppliers harmless from any claims, losses, damages, penalties or costs (including without limitation reasonable attorneys’ or expert witness fees) arising out of Customer’s (or any person or entity accessing the Services through Customer or Customer’s account): (i) use of the Services; (ii) violation or alleged violation of any applicable laws or regulations with respect to the Services; or (iii) infringement of any intellectual property rights of any third party. The obligations contained in this paragraph shall survive any termination or suspension of the Services contemplated herein, the expiration or termination of this Agreement, and shall also survive final payment.
7. Warranty and Limitation of Liability.
ALL SERVICES PROVIDED UNDER THIS AGREEMENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND LIGHTHOUSE CONFERENCING LLC SHALL NOT HAVE ANY LIABILITY TO ANY PARTY, INCLUDING BUT NOT LIMITED TO CUSTOMER, FOR THE CONTENT OF INFORMATION TRANSMITTED BY CUSTOMER THROUGH THE SERVICES OR ANY LOSS, DELAY, INTERRUPTION OR INACCURACY OF SUCH COMMUNICATIONS. LIGHTHOUSE CONFERENCING LLC 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, LIGHTHOUSE CONFERENCING LLC 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. LIGHTHOUSE CONFERENCING LLC ALSO DOES NOT MAKE ANY WARRANTY OR GUARANTEE FOR ANY PRODUCTS OR SERVICES PROVIDED BY VENDORS SUGGESTED BY LIGHTHOUSE CONFERENCING LLC. NEITHER LIGHTHOUSE CONFERENCING LLC, NOR LIGHTHOUSE CONFERENCING LLC’ 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, COMPUTER TIME OR VOICE TRANSMISSIONS; ALTERATION OR ERRONEOUS TRANSMISSION OF DATA; ACCURACY OF DATA; UNAUTHORIZED ACCESS TO OR USE OF VOICE OR DATA PROCESSED OR TRANSMITTED BY, TO OR THROUGH THE SERVICE; OR PROGRAM ERRORS) EVEN IF LIGHTHOUSE CONFERENCING LLC IS ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES. LIGHTHOUSE CONFERENCING LLC SHALL NOT BE LIABLE FOR ANY FAILURE TO PERFORM, OR DELAY IN PERFORMANCE OF, ITS OBLIGATIONS UNDER THIS AGREEMENT CAUSED BY REASONS BEYOND LIGHTHOUSE CONFERENCING LLC’S CONTROL. IN NO EVENT SHALL LIGHTHOUSE CONFERENCING LLC’S TOTAL LIABILITY TO CUSTOMER ARISING UNDER THIS AGREEMENT, WHETHER SUCH THEORY OF LIABILITY IS BASED IN CONTRACT, TORT OR OTHERWISE, EXCEED AN AMOUNT EQUAL TO THE CHARGES (CALCULATED ON A PRO-RATED BASIS FOR ADVANCED PAYMENTS OF ALL CHARGES) BY LIGHTHOUSE CONFERENCING LLC TO CUSTOMER FOR THE PARTICULAR SERVICE PERFORMED BY LIGHTHOUSE CONFERENCING LLC DURING THE ONE MONTH PERIOD IMMEDIATELY PRIOR TO THE DATE OF EVENT, ACT OR OMISSION GIVING RISE TO THE LIABILITY.
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.
9. Captions and Section Headings.
Captions and section headings are for convenience only, are not a part of this Agreement and may not be used in construing it.
Should any provision of this Agreement be held by a court of competent jurisdiction to be illegal, invalid or unenforceable, the remaining terms of this Agreement 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 any of the parties to comply with any of the obligations, agreements or conditions set forth in 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.
12. No Agency.
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.
13. No Third Party Beneficiaries.
Each party enters into this Agreement solely for its own benefit and purpose. Except for LIGHTHOUSE CONFERENCING LLC’S suppliers as expressly provided herein, 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.
14. Successors and Assigns; Assignment.
This Agreement shall be binding upon and inure to the benefit of the parties’ successors, legal representatives and authorized assigns. LIGHTHOUSE CONFERENCING LLC 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 LIGHTHOUSE CONFERENCING LLC or as a consequence of merger, acquisition, change of control or asset sale. Customer may not assign its rights and obligations under this Agreement without the written consent of LIGHTHOUSE CONFERENCING LLC, which shall not be unreasonably withheld.
Customer notices for billing or account management purposes will be addressed to the address provided to LIGHTHOUSE CONFERENCING LLC this Agreement. Notifications to LIGHTHOUSE CONFERENCING LLC shall be addressed to: Lighthouse Conferencing LLC, Attn: Legal Department, 300 Center Drive, Suite 205, Superior, CO, 80027 USA.
16. Survival of Terms.
Articles 3, 6, 7 and 18 shall survive cancellation, termination, expiration or suspension of this Agreement.
17. Governing Law; Languages.
This Agreement shall be governed by, and construed and enforced in accordance with the laws of the State of Colorado 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 the state or federal courts located in or with responsibility for Boulder County, Colorado to resolve any disputes arising hereunder. The English language version of this Agreement controls. Agreements provided in languages other than English are provided for ease of reference only. If Customer is in Canada, it is the express wish of both parties that this Agreement, and any associated documentation, be written and signed in English. C’est la volonté expresse des parties que la présente convention ainsi que les documents qui s’y rattachent soient rédigés en anglais.
18. Entire Agreement.
This Agreement, including all Schedules attached hereto, constitutes the final, complete and entire agreement between the parties with respect to the subject matter hereof, and supercedes any previous proposals, negotiations, agreements or arrangements, whether verbal or written made between the parties with respect to such subject matter. There are no other verbal agreements, representations, warranties, undertakings or other agreements between the parties. If Customer requires use of a Customer-form purchase order in connection with any of the Services to be performed hereunder, Customer hereby acknowledges and agrees that to the extent such purchase order contains any pre-printed or other terms and conditions, such terms and conditions, whether in addition to or in conflict with this Agreement, shall have no effect whatsoever and this Agreement shall govern the relationship between LIGHTHOUSE CONFERENCING LLC and Customer. Without limiting any other rights in this Agreement, LIGHTHOUSE CONFERENCING LLC may amend at any time the provisions of this Agreement by, at LIGHTHOUSE CONFERENCING LLC’S election: (i) posting revised terms and conditions (“Amended Terms”) on www.lighthouseconferencing.com (the “LIGHTHOUSE CONFERENCING LLC Web Site”); (ii) delivering the Amended Terms to Customer at the address, fax or e-mail address provided herein (such delivery may be included in invoices for the Services delivered to Customer); or (iii) by other reasonable means as permitted by applicable laws. All Amended Terms shall automatically be effective the earlier of: (i) the date indicated on the LIGHTHOUSE CONFERENCING LLC Web Site or (ii) Customer’s next billing cycle following posting or delivery to Customer. CUSTOMER AGREES TO BE SOLELY RESPONSIBLE FOR REGULARLY REVIEWING THE LIGHTHOUSE CONFERENCING LLC WEB SITE TO OBTAIN TIMELY NOTICE OF ANY SUCH AMENDED TERMS AND LIGHTHOUSE CONFERENCING LLC’S THEN-CURRENT TERMS AND CONDITIONS. BY USING THE SERVICES AFTER POSTING OR DELIVERY OF AMENDED TERMS, CUSTOMER WILL BE DEEMED TO HAVE ACCEPTED AND BE BOUND BY SUCH AMENDED TERMS. No such amendment by LIGHTHOUSE CONFERENCING LLC shall serve to constitute a default or termination by LIGHTHOUSE CONFERENCING LLC of this Agreement, nor shall such amendment serve to be a basis for Customer’s termination of this Agreement. Except as otherwise provided in this Agreement or any Schedule hereto, this Agreement may only be amended or modified, in whole or in part, by a written instrument signed by the parties to this Agreement. For the avoidance of doubt, and notwithstanding the foregoing or any other provision herein or in any Schedule hereto, no notice of any kind, written or otherwise, is required for changes to Standard Charges as provided in Section 1(b) to this Agreement.
LIGHTHOUSE CONFERENCING LLC grants to Customer a non-exclusive, non-transferable, non-sublicensable revocable right to use Internet Services for web conferencing and collaboration and any software associated with such Internet Services for the limited purpose of conducting or attending meetings and presentations only. Customer may not rent, lease, grant a security interest in, or otherwise transfer any rights in the use of the Services. Customer is prohibited from reselling or acting as a service bureau for any of the Internet Services provided by LIGHTHOUSE CONFERENCING LLC. Customer shall not reverse engineer, modify, decompile, disassemble, translate or otherwise attempt to derive source code from any part of the Internet Services or associated software. Customer shall not remove, alter or obscure in any way any proprietary rights notices (i.e., copyright notices).
Customer warrants and represents that it is the owner or licensee of any content that it uploads, records or otherwise transmits through the Services, including but not limited to photographs, caricatures, illustrations, designs, icons, articles, text, audio clips, and video clips (collectively, “Customer Content”).
Customer warrants and represents it will not publish, post, upload, record or otherwise transmit Customer Content that: (i) infringes any third party’s copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy; (ii) violates any law, statute, ordinance or regulation (including without limitation the laws and regulations governing export control, unfair competition, anti-discrimination or false advertising); (iii) is defamatory, trade libelous, unlawfully threatening or unlawfully harassing; (iv) is profane, indecent, obscene, harmful to minors or child pornographic; (v) contains any viruses, Trojan horses, worms, time bombs, cancelbots, corrupted files or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information or property of another; or (vi) is materially false, misleading or inaccurate.
Customer agrees to comply with applicable United States export laws and regulations regarding the transmission of technical data exported from the United States through the Services. Customer agrees not to: (1) use the Services in connection with chain letters, junk mail, surveys, contests, pyramid schemes, spamming or any duplicative or unsolicited messages, or any use of distribution lists to any person who has not given specific permission to be included in such a process (commercial or otherwise); (2) harvest or otherwise collect information about others, including e-mail addresses, without their consent; (3) use, download or otherwise copy, or provide (whether or not for a fee) to a person or entity that is not a user of the Services any directory of other users or usage information or any portion thereof other than in the context of Customer’s use of the Services; (4) knowingly interfere with or disrupt networks connected to the Services or violate the regulations, policies or procedures of such networks; (5) attempt to gain unauthorized access to the Services, other accounts, computer systems or networks connected to the Services, through password mining or any other means; or (6) use the Services for illegal purposes (including without limitation, gambling or betting).
LIGHTHOUSE CONFERENCING LLC or its suppliers may, at their discretion and upon reasonable belief, take any reasonable action they deem necessary, if Customer’s conduct fails to conform with these Terms of Service or may create liability for LIGHTHOUSE CONFERENCING LLC or its Suppliers.
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. Customer acknowledges that the laws and regulations of the United States restrict the export and re-export of commodities and technical data of United States origin, including the Services and any associated software. Without limiting the foregoing, Customer understands that the Services and associated software are an “encryption item” subject to controls under the Export Administration Regulations promulgated by the U.S. Department of Commerce. Customer agrees that it will not, and will not cause others to, export or re-export the Services or any associated software in any form in violation of the export laws of the United States or any foreign jurisdiction. Customer will defend, indemnify, and hold harmless LIGHTHOUSE CONFERENCING LLC and its suppliers from and against any violation of such laws or regulations by Customer or any of its agents, officers, directors, or employees.
Use of the Services and any associated software by the United States Government or other governmental agencies shall be as “restricted computer software” or “limited rights data” as set forth in “Rights in Data – General” at 48 CFR 52.227-14, or as “commercial computer software” or “commercial computer software documentation” under DFARS 252.227-7015, or under such other similar applicable terms and conditions to prevent the transfer of rights in and to the technology to the government other than under normal commercial licensing terms and conditions.
Services & Pricing Schedule Billing Footnotes:
Standard Charges: Services will be billed in U.S. dollars, unless expressly stated otherwise. International rates and surcharges apply on a per minute basis for all calls originating outside the non-contiguous United States. Call set-up and disconnect charges also apply to all inbound and outbound legs of all calls. LIGHTHOUSE CONFERENCING LLC 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 LIGHTHOUSE CONFERENCING LLC’s Standard Charges, which are available upon request from Customer’s LIGHTHOUSE CONFERENCING LLC Sales Representative.
USF & CCRF: LIGHTHOUSE CONFERENCING LLC is required by the Federal Communications Commission (FCC) to contribute to the federal Universal Service Fund (USF), which subsidizes telecommunications services to low-income customers and customers in rural areas, as well as discounts on Internet access for eligible schools, libraries and rural health care providers. LIGHTHOUSE CONFERENCING LLC assesses federal USF charges, which reflect the applicable quarterly contribution factor as established by the FCC, on audio conferencing services to recover the cost of its federal USF contributions. LIGHTHOUSE CONFERENCING LLC imposes a 2.4% monthly carrier cost recovery fee (CCRF) on audio conferencing services to recover costs associated with regulatory requirements and compliance, as well as costs imposed by its underlying telecommunications carriers, including regulatory and compliance costs they recover from LIGHTHOUSE CONFERENCING LLC. LIGHTHOUSE CONFERENCING LLC will not provide advance notice of any change in USF charges or CCRF. USF charges and CCRF are neither taxes nor government-required charges.