Terms and Conditions

Terms and Conditions

TERMS AND CONDITIONS

BY SUBSCRIBING TO AND USING SAVEONCONFERENCES.COM CONFERENCING AND WEB COLLABORATION SERVICES (THE "SERVICES"), YOU ("CUSTOMER") WILL BE DEEMED TO HAVE ACCEPTED AND TO BE BOUND BY ALL TERMS AND CONDITIONS SET FORTH BELOW AND ON THE SAVEONCONFERENCES.COM WEB SITE.

1. Services and Pricing.
(a)	Sales to Customer.  Customer will pay SAVEONCONFERENCES.COM for the Services provided to Customer, according to the terms of service herein and at the listed rates and for those charges as set forth on the SAVEONCONFERENCES.COM Web site.  All rates, unless stated otherwise, are calculated on a per minute per participant basis.  Charges for use of Services are invoiced at the end of each month, and payments are due upon receipt of invoice.  Past-due balances 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.  Customer shall pay any collection costs, including reasonable attorneys' fees, and other expenses incurred by SAVEONCONFERENCES.COM to collect any sums due under this Agreement.  Customer must notify SAVEONCONFERENCES.COM of any charge disputed in good faith, with supporting documentation, within 30 days from the date of invoice, or Customer will be deemed to agree to such charges and no adjustments to charges or invoices will be made.  Customer remains responsible to pay undisputed charges by the due date.  Customer acknowledges and agrees that SAVEONCONFERENCES.COM reserves the right to change the applicable pricing or modify or discontinue any or all of the Services and any related Dial-In numbers or other methods of access at any time for any reason.

(b) Credit Checks; Taxes and Other Charges.  The provision of Services under this Agreement is subject to credit verification and acceptance by SAVEONCONFERENCES.COM.  SAVEONCONFERENCES.COM may, in its sole discretion, request advanced payment, in whole or in part, from Customer or change its payment terms at any time.  SAVEONCONFERENCES.COM may cancel or re-schedule orders if SAVEONCONFERENCES.COM determines, in its sole discretion, that Customer's financial condition or previous payment record so warrants such change.  Customer shall pay, and SAVEONCONFERENCES.COM reserves the right to collect in arrears, all sales, use, excise or other taxes, fees or charges of any nature whatsoever, now or hereafter imposed or assessed on SAVEONCONFERENCES.COM, by any federal, state, county or local government authority upon or with respect to the Services provided.

2. Term and Termination.  The term of this Agreement shall be begin as of the first use of the Services and remain in full force until cancelled by either party.  Without limiting the foregoing, SAVEONCONFERENCES.COM 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 SAVEONCONFERENCES.COM to prevent interruption or disruption to SAVEONCONFERENCES.COM' network, its business or other customers; if any portion of an invoice remains unpaid when due or for breach.  SAVEONCONFERENCES.COM shall not be liable to Customer or any third party should SAVEONCONFERENCES.COM exercise its right to discontinue Services, in whole or in part, or terminate this Agreement pursuant to this Section 2.

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 SAVEONCONFERENCES.COM. 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 the 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 SAVEONCONFERENCES.COM and its suppliers (the "Marks") during the term of this Agreement without express written consent from SAVEONCONFERENCES.COM.  Despite prior approval, Customer will immediately cease and desist using the Marks upon notice from SAVEONCONFERENCES.COM or upon termination of this Agreement for any reason.  Any use by Customer of the 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, SAVEONCONFERENCES.COM may terminate this Agreement.  If SAVEONCONFERENCES.COM elects to issue a press release pertaining to this Agreement, SAVEONCONFERENCES.COM 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 SAVEONCONFERENCES.COM to name Customer as a client of SAVEONCONFERENCES.COM in any marketing material SAVEONCONFERENCES.COM may create from time to time.  SAVEONCONFERENCES.COM will not use Customer Marks, other than the corporate name of Customer, in any such 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 SAVEONCONFERENCES.COM and/or its suppliers.

6. Customer Compliance and Indemnification.  Customer acknowledges that SAVEONCONFERENCES.COM has no control over the content of information transmitted by Customer through the Services (whether visual, written or audible) and that SAVEONCONFERENCES.COM 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 and local laws relating to its 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 your account and (ii) to maintain the confidentiality and security of its Services' access numbers and passcodes.  Customer agrees to notify SAVEONCONFERENCES.COM immediately if there has been an unauthorized use of any access numbers and passcodes or any other breach of security, and Customer shall be liable for fraudulent charges until such time as Customer has notified SAVEONCONFERENCES.COM to suspend any compromised access numbers and/or passcodes.  Customer acknowledges that SAVEONCONFERENCES.COM may from time to time monitor the Services for quality assurance and fraud detection.  Further, and notwithstanding confidentiality provisions herein, SAVEONCONFERENCES.COM may disclose information about Customer's use of Services to satisfy any law, regulation, government agency request, court order, subpoena or other legal process.

Customer shall indemnify, defend and hold SAVEONCONFERENCES.COM, its officers, directors, employees, affiliates and its suppliers harmless from any claims, losses, damages, penalties or costs (including without limitation reasonable attorneys' fees) arising out of: (i) Customer's use of the Services; (ii) Customer's 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 SAVEONCONFERENCES.COM 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.  USE OF SAVEONCONFERENCES.COM'S SERVICES HEREUNDER ARE AT CUSTOMER'S SOLE RISK, AND SAVEONCONFERENCES.COM 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.  SAVEONCONFERENCES.COM 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.  SAVEONCONFERENCES.COM, NOR ITS 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 SAVEONCONFERENCES.COM IS ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES.  SAVEONCONFERENCES.COM SHALL NOT BE LIABLE FOR ANY FAILURE TO PERFORM, OR DELAY IN PERFORMANCE OF, ITS OBLIGATIONS UNDER THIS AGREEMENT CAUSED BY REASONS BEYOND SAVEONCONFERENCES.COM' CONTROL.  IN NO EVENT SHALL SAVEONCONFERENCES.COM' 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 BY SAVEONCONFERENCES.COM TO CUSTOMER FOR THE PARTICULAR SERVICE PERFORMED BY SAVEONCONFERENCES.COM DURING THE ONE MONTH PERIOD IMMEDIATELY PRIOR TO THE DATE OF EVENT, ACT OR OMISSION GIVING RISE TO THE LIABILITY.

8. Counterparts.  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.

10. Severability.  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.

11. Waivers.  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 Saveonconferences.com'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.  SAVEONCONFERENCES.COM 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 SAVEONCONFERENCES.COM 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 SAVEONCONFERENCES.COM, which shall not be unreasonably withheld.

15. Notices.  Customer notices will be addressed to the address first set forth on this Agreement.  Notifications to SAVEONCONFERENCES.COM shall be addressed to:  SAVEONCONFERENCES.COM, Attn: Legal Department, 3399 Peachtree Road, N.E., Suite 700, Atlanta, GA 30326.

16.	Survival of Terms.  Articles 3, 6, 7 and 18 shall survive termination of this Agreement.

17.	Governing Law.  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 the state or federal courts located in or with responsibility for Fulton County, Georgia to resolve any disputes arising hereunder.

18.	Entire Agreement.  This Agreement, including all Schedules, 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 uses or requires a 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 Saveonconferences.com and Customer.  SAVEONCONFERENCES.COM may amend at any time the provisions of this Agreement or its rates and/or charges for any or all portions of the Services by, at SAVEONCONFERENCES.COM' election: (i) posting revised terms and conditions or rates/charges ("Amended Terms") on the SAVEONCONFERENCES.COM Web Site or (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).  All Amended Terms shall automatically be effective 30 days after such amendment is posted on the SAVEONCONFERENCES.COM Web Site or delivery to Customer as provided above.  CUSTOMER AGREES TO BE RESPONSIBLE FOR REGULARLY REVIEWING THE SAVEONCONFERENCES.COM WEB SITE TO OBTAIN TIMELY NOTICE OF ANY SUCH AMENDED TERMS AND SAVEONCONFERENCES.COM' 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 SAVEONCONFERENCES.COM shall serve to constitute a default or termination by SAVEONCONFERENCES.COM 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 Section 18, this Agreement may only be amended or modified, in whole or in part, by a written instrument signed by the parties to this Agreement.

Schedule of Terms of Service for Internet Services

LICENSE GRANT.  SAVEONCONFERENCES.COM grants to Customer a non-exclusive, non-transferable, non-sublicensable revocable right to use the Internet Services and any software associated with the 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 SAVEONCONFERENCES.COM.  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.

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 Services, including but not limited to photographs, caricatures, illustrations, designs, icons, articles, text, audio clips, and video clips (collectively, "Customer Content").

Customer will not 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 obscene, harmful to minors or child pornographic; (v) contains any viruses, Trojan horses, worms, time bombs, cancelbots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information; or (vi) is materially false, misleading or inaccurate.

USER CONDUCT.  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, 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).

SAVEONCONFERENCES.COM 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 SAVEONCONFERENCES.COM 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 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 SAVEONCONFERENCES.COM and its suppliers from and against any violation of such laws or regulations by Customer or any of its 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.

These Terms and Conditions were last revised April 2006 and are subject to periodic revisions and updates.