This agreement sets fourth the terms and conditions (“Terms of Use”) for your use of Communiqué Conferencing, Inc. (“Communiqué”) services (“Services”). If you (“Customer”) order or use any of our services, you accept this agreement and agree to all of the Terms of Use so please read them carefully.

Service Description
These Terms and Conditions govern the purchase and use of audio, video and web conferencing services, any related standard and enhanced conferencing features of Communiqué Conferencing Services) and its third party suppliers (“Third Party Services”) (the Communiqué Conferencing Services and Third Party Services are referred to collectively as the “Services”). By ordering or using the Services, You agree to be bound by these Terms and Conditions. Communiqué may alter, expand, or reduce the features of the Services from time to time. You shall provide all user information necessary to enable Communiqué to create user profiles for each user You wish to provide access to the Services.

Privacy
To understand our practices, please review our Privacy Policy that also governs your visit to our Website and use of our Services. A complete statement of our privacy policy can be found at http://www.communiqueconferencing.com/privacy.asp.

Trademarks
The names, logos and taglines identifying Communiqué products and services are proprietary marks of Communiqué All other trademarks and logos that are not owned by Communiqué are the property of their respective owners.

Links to Third Party Sites
The links contained in our web pages will allow you to leave our websites. Communiqué has neither control, nor any responsibility for the contents of any linked site, or any changes or updates to such sites. Communiqué provides these links to you only as a convenience, and without any implied endorsement by Communiqué for use of the third party site.

Your Account Password and Security
The customer is responsible for maintaining the confidentiality of your personal identification numbers and passwords (“Account”) and for restricting access to your Account. Customer agrees to accept responsibility and liability for all activities that occur under your Account whether lawful or unlawful and you agree to notify us immediately if there has been an unauthorized use of your account or any other breach of security. We are not liable for any loss that you may incur as a result of someone else using your password or account, either with or without your knowledge. Customer is also solely responsible for all uses of your Account, whether or not actually or expressly authorized by you.

We reserve the right to refuse service, terminate accounts, remove or edit content, or cancel orders in our sole discretion. Violation of Terms of Use may result in immediate deletion of your Account. In order to ensure that we are able to provide high quality services that are responsive to your needs, you agree to allow our employees to access your Account and records on a case-by-case basis to investigate complaints. We will not disclose the existence or occurrence of such an investigation unless required by law.

Some of our services may require you to open an account, and/or complete a registration form. If you are assigned a password and user name, or asked to choose a password and user name, you are responsible for maintaining the confidentiality of your password and account. You are responsible for any and all activities that may occur under your account and you agree to notify us immediately if there has been an unauthorized use of your account or any other breach of security. We are not liable for any loss that you may incur as a result of someone else using your password or account, either with or without your knowledge.

Payment
Except for Customers electing payment via credit card, we will send a monthly invoice for your use of the Services. Credit terms are Net 30 days. At any time, we may require a deposit or a valid credit card to providing or continuing to provide Service based on our evaluation of your credit. If payment is not received within 60 days of the invoice date, Communiqué Conferencing reserves the right to apply outstanding charges to a credit card. In the event of non-payment of any invoice, Customer agrees to pay collection fees, attorney fees, and court costs incurred in enforcing the terms of any invoice.

Rates listed are based on US dollars and are exclusive of any applicable taxes. Customer is responsible for all taxes, gross receipts taxes, fees and surcharges relating to the sale, transfer of ownership, installation, license, use or provision of the Services, except to the extent that you provide Communiqué with a valid tax exemption certificate before Communiqué provides Services to the Customer. Customer is responsible for payment of surcharges, including but not limited to UCC and USF. Services are payable in US dollars or via credit card.

Pricing, services and promotions are subject to change.

In order to ensure that our services meet and exceed every Customers requirements, if a scheduled Phone Conference call is not canceled prior to its scheduled start time, a charge will be applied equaling 50% of the reserved lines, for 30 minutes at the applicable retail rate. Similarly, for Customers that reserve greater than 100 lines for a scheduled Phone Conference, an 80% billing minimum applies.

If a Customer has selected a volume discount plan, Customer understands that, at a minimum, each month it shall be required to meet the minimum monthly commitment for its applicable “Minimum Monthly Commitment” rate plan.

IF YOU DISPUTE CHARGES ON YOUR BILL, YOU MUST NOTIFY COMMUNIQUÉ IN WRITING OF THE DISPUTE WITHIN SIXTY (60) DAYS OF THE DATE ON THE AFFECTED BILL, OR ELSE CUSTOMER WAIVES THE DISPUTE.

TAXES, FEES, SURCHARGES & ASSESSMENTS
Customer is responsible for all federal, state, and local taxes, fees, surcharges, and other assessments (collectively, “Charges”) that are imposed on telecommunications services, other services, and products or that are measured by gross receipts from the sale of telecommunication services and/or products. Such Charges shall include, but are not limited to: excise taxes; sales and transaction taxes; utility taxes; regulatory fees and assessments; universal service fee assessments, telephone relay service (TRS) assessments, interconnection fees and recoveries. Customer shall be responsible for such Charges regardless of whether the Charge is imposed upon the sale of equipment or services, upon Customer, or upon Company. If any such Charge is determined to be applicable and has not been paid by Customer before Customer accepts delivery of products, Customer shall pay Company the full amount of any such Charge no later than ten (10) days after receipt of the invoice therefore. If Customer claims exemption from charges, Customer must provide Communique Conferencing with a current, valid exemption certificate from the applicable regulatory authority.

Privacy and Data Use
The information Communiqué holds about Customer will be used to provide the Services and for identification, account administration, analysis and fraud/loss prevention purposes. Each party will comply with all applicable personal data protection and privacy laws where such party is located (the “Data Protection Laws”). The parties acknowledge and agree that: (i) Communiqué may have access to personal data under the Data Protection Laws and will: (a) use it solely for the purpose of providing the Services; (b) process it only in accordance with Customer’s instructions; and (c) take appropriate technical and organizational measures to prevent unauthorized or unlawful processing, accidental loss, destruction or damage to it; (ii) personal data may be processed by Communiqué and its affiliates throughout the world; and (iii) Customer is the data controller and retains full responsibility for the data processed on its behalf by Communiqué acting as data processor. More details about how that information is used can be found in Communiqué’s privacy policy which governs Customer’s visit to Communiqué’s Website and use of the Services. Copies are also available from us by post, by contacting customer service.

Communications and Content
The Customer is responsible for the content of the messages you communicate when using our Services as well as the consequences of those messages. You agree that you will not use our Services to engage in activities that are illegal, obscene, threatening, defamatory, invade privacy, infringe intellectual property rights, or otherwise injure third parties or are objectionable. You may not use a false e-mail address, impersonate any person or entity, or otherwise mislead us as to your identity.

DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY UNLESS WE OTHERWISE AGREE IN WRITING, THIS SITE AND THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND. COMMUNIQUÉ EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, REGARDING THE SERVICES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. COMMUNIQUÉ DOES NOT REPRESENT OR WARRANT THAT THE SERVICES WILL BE ERROR FREE, SECURE, VIRUS FREE, OR WITHOUT INTERRUPTION.

NEITHER OF PARTIES WILL BE LIABLE TO THE OTHER FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION ANY LOSS OF USE, LOSS OF BUSINESS, OR LOSS OF PROFIT OR REVENUE, ARISING OUT OF OR IN CONNECTION WITH SERVICES PROVIDED BY US (HOWEVER ARISING, INCLUDING NEGLIGENCE), EVEN IF WE ARE AWARE OF THE POSSIBILITY OF SUCH DAMAGES. COMMUNIQUÉ TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THE SERVICES RENDERED, WHETHER IN CONTRACT OR TORT OR OTHERWISE, SHALL NOT EXCEED THE TOTAL AMOUNT PAID TO COMMUNIQUÉ HEREUNDER IN THE PAST THREE (3) MONTHS OF THE AGREEMENT PRIOR TO THE CLAIM.

Ownership
All rights that are not granted to the Customer are reserved by Communiqué. The Services, System, our technology, and any updates or improvements to the Services, System, or our technology, are owned by Communiqué and its licensors. You understand that our Services, System and technology contain valuable software and confidential information and you agree that you will not modify, reverse engineer, decompile, create other works from, or disassemble any of our software without our prior written consent.

License
Subject to Customer’s compliance with the terms and conditions of this Agreement, Communique hereby grants Customer a non-exclusive license during the applicable Term to use the Services. Except as specifically set forth herein, Communique or its suppliers retain all right, title, and interest, including all intellectual property rights, relating to or embodied in the Services, including without limitation all technology, telephone numbers, web addresses, software, or systems relating to the Services. Customer agrees not to reverse engineer, decompile, disassemble, translate, or attempt to learn the source code of any software related to the Services. Customer agrees that use of Third Party Services such as Microsoft Live Meeting, Adobe Connect and WebEx is subject to the license agreement of such provider. Other than using the Services for conferences or meetings in which Customer are an active participant, Customer may not resell the Services or otherwise generate income from the Services.

  • Microsoft® Live Meeting terms and conditions – click here
  • Microsoft® Live Meeting privacy statement – click here
  • Adobe Connect Hosted Subscription Terms and Conditions – click here
  • Adobe Connect Participant Terms of Use- click here

Responsibility for Customer’s Accounts

Customer is responsible for maintaining the confidentiality of Customer’s accounts, owner numbers, conference codes, passwords and personal identification numbers used in conjunction with the Services and for all uses of the Services in association with Customer’s accounts whether or not authorized by Customer. Communique does not sell products or services for children. Customer will not allow children under 18 to use the Services without the involvement of a parent or guardian. Customer agrees to immediately notify Communique of any unauthorized use of Customer’s account of which Customer become aware.

Responsibility for Communications

Customer is the sole owner of content and solely responsible for the content of all communications (visual, written or audible) using Customer’s accounts. Customer shall comply with all laws while using the Services; shall not transmit any communication that violates any law, court order, or regulation; shall not violate any third party rights in using the Services; and shall not use the Services in any way that damages Communique’s property or interferes with or disrupts Communique’s system or other users. Although Communique is not responsible for any such communications, Communique may suspend any such communications of which Communique is made aware. Use of conference recording or taping any use of the Services by Customer may subject Customer to laws or regulations and Customer is solely responsible for and obligated to provide any required notification to participants prior to commencement of said conference. Customer acknowledges and agrees that Communique has not and is not expected to provide Customer with any analysis, interpretation or advice regarding Customer’s compliance with the above and does not control Customer’s content nor guarantee the accuracy, integrity, security or quality of Customer’s content.

Confidentiality

Communique and Customer agree to use commercially reasonable efforts to protect from unauthorized disclosure Confidential Information of the other party. Confidential Information shall mean information that derives economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use and marked as Confidential (“Confidential Information”). The parties agree that Confidential Information may be disclosed to employees, affiliates, suppliers or advisors on a need-to-know basis and who agree to be bound by confidentiality terms and conditions at least as stringent as those herein. This confidentiality obligation shall not apply to any information (i) independently developed by a party, (ii) generally available to the public other than by a party’s breach of this Agreement, (iii) already known by a party at time of disclosure to that party, or (iv) rightfully received from a third party without restriction on disclosure or an obligation of confidentiality running directly or indirectly to the other party. Nothing shall prevent or prohibit the receiving party from providing access to Confidential Information as may be required by law, rule or regulation. Notwithstanding the foregoing, the parties acknowledge that Recipient shall not be required to return to Discloser or destroy those copies of Information residing on Recipient’s backup, disaster recovery or business continuity systems and the obligations hereunder with respect to such Information shall survive until such Information is destroyed.

Message delivery Services

If Customer uses Services to send fax, email, phone, text, SMS, or other messages (“Messages”) to any recipients (the “Recipients”) as a condition for using such Services, Customer represents and warrants that a) that Customer will not make any automated outdials to induce the purchase of goods or services or to solicit a charitable contribution; and (b) Customer has the legal right to send all Messages to the Recipients (including obtaining any required consents from the Recipients) and the content timing and purpose of all Messages, campaigns and programs are in compliance with all applicable laws, rules and regulations including those with respect to timing, content, do not call lists and: the following laws of the United Sates: TCPA 47 USC 227; CANSPAM Pub. L. No. 108-187; and TSR 16 CFR 310; the following laws of Canada: the Canadian Radio-television and Telecommunications Commission concerning telemarketing and unsolicited faxes, Personal Information Protection and Electronic Documents Act; and from the following laws of the United Kingdom: the UK Privacy and Electronic Communications Regulations 2003. Customer further acknowledges that Customer is the sender of all Messages and Communique is acting at Customer’s direction as the broadcaster of the Messages. Communique does not provide content and Customer shall be solely responsible for all content of the Messages and for providing any list of names, numbers or addresses for Communique to utilize in sending Messages.

Limited Warranty
ALL SERVICES ARE PROVIDED “AS IS” AND “WITH ALL FAULTS” AND WITHOUT ANY WARRANTY. YOU UNDERSTAND AND AGREE THAT COMMUNIQUE’S SERVICES AND THE WEBSITE ARE PROVIDED “AS IS” AND “AS AVAILABLE”. COMMUNIQUE AND ITS SUPPLIERS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. COMMUNIQUE MAKES NO WARRANTY OR REPRESENTATION REGARDING ANY INFORMATION, MATERIALS, GOODS OR SERVICES OBTAINED THROUGH COMMUNIQUE’S SERVICES OR WEBSITES, OR THAT COMMUNIQUE’S SERVICES WILL MEET ANY OF YOUR REQUIREMENTS, OR BE UNITERRUPTED, TIMELY, SECURE OR ERROR FREE. USE OF COMMUNIQUE’S SERVICES AND WEBSITE ARE AT YOUR SOLE RISK. COMMUNIQUE IS NOT LIABLE FOR ACTS OR OMISSIONS OF OTHER SERVICE PROVIDERS, FOR INFORMATION OR CONTENT OF COMMUNICATIONS, THIRD PARTY SERVICES, EQUIPMENT FAILURE OR MODIFICATION, OR CAUSES BEYOND COMMUNIQUE’S REASONABLE CONTROL.

Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL COMMUNIQUE, OR ITS SUPPLIERS OR AFFILIATES, BE LIABLE FOR INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING WITHOUT LIMITATION, DAMAGE FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF, OR RESULTING FROM THE SERVICES OR THIS AGREEMENT WHETHER ARISING IN TORT (INCLUDING NEGLIGENCE, STRICT LIABILITY OR PRODUCT LIABILITY), CONTRACT OR ANY OTHER LEGAL THEORY, EVEN IF Communique HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR DAMAGES THAT ARE REQUIRED BY LAW TO BE PAID, YOU AGREE THAT ALL DAMAGES ARE EXCLUDED EXCEPT FOR THE DIRECT DAMAGES THAT ARE ACTUALLY INCURRED BY YOU IN REASONABLE RELIANCE, UP TO THE GREATER OF THE AMOUNT OF A REFUND OF THE PRICE THAT YOU ACTUALLY PAID FOR THE SERVICES DURING THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE FILING OF SUCH CLAIM REGARDLESS OF THE FORM OF ACTION OR CLAIM (E.G., CONTRACT, WARRANTY, TORT, STRICT LIABILITY, NEGLIGENCE, FRAUD, OR OTHER LEGAL THEORY) OR ONE THOUSAND DOLLARS (US$1,000).

Force Majeure

Communique will not be responsible for delays and/or defaults in its performance due to causes beyond its reasonable control, including, but without limiting the generality of the foregoing; acts of terrorism, wars, hostilities, revolutions, riots, civil commotion, national emergency, fire or explosion, flood, force of nature, embargoes, accidents, acts of God, or stability or availability of the Internet, the elements; telecommunication system failure; technology attacks, epidemic; quarantine; viruses; strike; lockouts; disputes with workmen or their labor disturbances; total or partial failure of transportation, utilities, delivery facilities, or supplies; acts or request of any governmental authority; or any other cause beyond Communique’s control, whether or not similar to the foregoing.

Indemnification
Customer shall indemnify, defend and hold Communique, its suppliers, their affiliates and their officers, directors, employees (the “Communique Indemnitees”) harmless from any and all claims, actions, suits, proceedings, costs, expenses, damages and liabilities, including reasonable attorneys’ fees, which arise out of or relate to: (1) Customer’s use of the Services (including without limitation, any person accessing the Services using Customer’s account); (2) any actual or alleged violation of this Agreement, any Order Form or any applicable law, rule or regulation by Customer or any person accessing the Services using Customer’s account; (3) or any actual or alleged infringement or violation by Customer or any person accessing the Services using Customer’s account of any intellectual property or privacy or other right of any person or entity.

Applicable Law
These Terms of Use will be governed by and construed in accordance with the laws of the State of Virginia, without giving effect to its conflict of laws or your actual state or country of residence.

Entire Agreement

This Agreement in addition to Order Forms, if any, executed by the parties (each an “Order Form”) constitute the entire agreement between Communique and Customer with respect to the Services and supersedes all prior or contemporaneous communications and proposals, representations, promises, or agreements, whether electronic, oral, or non-electronic, between Communique and Customer regarding them. Customer agrees that any terms or conditions contained in any document, including but not limited to a purchase order, acknowledgement, email, or other document that Customer may now or later provide to Communique, will have no effect and that this Agreement is the only contract between Communique and Customer regarding the Services and may only be amended as set forth herein. The application of the United Nations Convention on the International Sale of Goods is hereby expressly excluded. A printed version of this Agreement and of any notice given to Customer in electronic form will be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
Notices

Notices from Communique to Customer under this Agreement may be sent by mail, email, fax or other electronic media and will be considered given upon delivery to the physical address, fax number, email address or other contact information provided by Customer for billing or account management purposes. Notices to Communique must be sent to: 1558 Brooksure Ct, Suite 100, Reston, VA 20190, Attn: Legal Department; Fax: 703.579.6833; Email: support@Communique.com. All notices shall be in English.

Modification
Communique may, at any time, amend the provisions of this Agreement. Any amendment proposed by You may only be accepted by Communique in a non-electronic writing manually signed by authorized representatives of the parties. Notwithstanding anything in this Section to the contrary, if Communique posts amended terms on its Website, such terms will automatically become effective ten (10) days after they are posted on the Website. By using the Services after such revised terms are posted, You agree to be bound by any such amended provisions. Therefore, You agree to periodically visit the Website to examine the then-current Agreement.

Revised October 1, 2016