Terms of Service
This Terms of Service Agreement (“Terms of Service” and/or “Agreement”) is entered into between IVCi, all of its subsidiaries and all of its parent companies (collectively, “IVCi,” “we,”
and/or “us”) and the individual or entity that accesses and/or uses the “Services” (defined herein) provided by IVCi, including without limitation, any employee, independent contractor, invitee or agent of such individual or entity whether or not a “subscriber” to the Services or the Services have been paid for by anyone (“User,” “you,” and/or “your”).
ARE AGREEING TO BE BOUND BY THIS AGREEMENT. YOU ARE URGED TO READ CAREFULLY THIS ENTIRE AGREEMENT AND PRINT AND RETAIN A COPY FOR YOUR RECORDS. IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS CONTAINED IN THIS AGREEMENT, YOU ARE NOT AUTHORIZED TO AND SHOULD NOT ACCESS OR USE THE SERVICES.
1. Definitions. Capitalized terms have the following meanings unless otherwise defined herein:
The means by which IVCi authorizes access to the “Services” (defined
herein) through the purchase of and/or establishment of future payment(s);
b. “Affiliate” Any direct or
indirect parent or subsidiary of IVCi (whether wholly, majority, or minority
owned by the common owner), any IVCi officer, director, employee, reseller,
distributor and/or joint venture partner;
This “Terms of Service Agreement” together with other agreements defined
A unique video conference session hosted and/or delivered through the Services
and all data, packets, information, communication and/or material transmitted,
copied, uploaded, transferred, controlled, downloaded, recorded, (whether or
not recorded with IVCi functionality or any other installed or stand-alone
device or medium) and/or otherwise associated with such unique video conference
session, including your “Content” (defined herein);
Any data, packets, information, communication or other material that is
transmitted, uploaded, transferred, controlled, downloaded, recorded or
otherwise made available or existing in conjunction with the a Conference
whether or not using your Log-In Information, including without limitation any
and all documents, articles, transcripts, audio clips, caricatures, computer
programs, designs, icons, illustrations, images, multimedia, photographs,
sounds, text, video clips, “Personal Information” (defined herein), identities
and likeness of “Persons” (defined herein), recordings, and any other spoken,
written or electronic expressions or works.
Any individual human being or legal entity;
Information” Any information collected or maintained by IVCi that
identifies or could be used to identify you and others Persons;
h. “Participant” Any Person
who participates in a Conference;
i. “Presenter” Any Person who
hosts a Conference and/or presents information to Participants;
The internet domain “www.ivcicloud.net” any sub-domains thereof and/or any
successor websites owned and/or controlled by IVCi;
l. “Services” Collectively,
the Site and Conference(s) made available to you by IVCi;
OF YOUR ACCOUNT BY OTHERS. If you intend to authorize employees and/or
other Persons to use the Services through your Account, you hereby agree to
these Terms of Service whether or not you personally use the Services, and you
further agree to: (a) cause all other Persons who access the Services through
your Account to comply with this Agreement; and (b) pay all amounts due for the
Services used under your Account.
3. NON-Ownership of Services.
Your use of the Services is licensed and not sold to you solely for your use under the terms and conditions of this Agreement and the License granted herein. IVCi retains all right, title, and interest relating to or embodied in the Services, including without limitation all intellectual property rights, technology, know-how and copies relating thereto. You hereby agree to promptly enter into any further agreements required by IVCi to legally or commercially document, perfect or retain such ownership, including without limitation, if applicable, ensuring that any of your employees and contractors do the same.
4. Ownership of Marks. All brand names, product names, trade names, domain names, graphics, logos, service marks and trademarks relating to the Services (collectively, the “Marks”) are the property of IVCi or its Affiliates. IVCi and its Affiliates retain all right, title and interest in and to the Marks, including all intellectual property rights. You may not remove from, add to, or alter any portion of the Marks, copyright notices or other proprietary rights or markings associated with the Services. You are prohibited from using any of the Marks for any purpose without IVCi’s prior express written consent.
5.License of Content.
You hereby grant to IVCi, solely for the purpose of providing the Services, a non-exclusive, worldwide, royalty-free, fully-paid, transferable license to host, cache, copy, display, transmit, upload, transfer, control, download, record and transmit certain types of Content in connection with your use of the Services. Upon the expiration or other termination of this Agreement, this license will immediately and automatically cease except to the extent that Content is stored
IVCi does not verify or endorse any Content. IVCi does not represent or endorse the accuracy or reliability of any Content. You acknowledge that any reliance by you upon any Content (whether
yours or others) shall be at your sole risk. Any Content placed on the Site represents solely the views of the publisher of the Content and does not represent the views of IVCi. You are solely responsible for your Content including, if desired by you, the making and keeping of back-up copies of any or all Content. IVCi has no responsibility or liability for the deletion or accuracy of any Content, the failure to store, transmit or receive transmission of any Content (whether or not processed by the Services), or the security, privacy, storage or transmission of other communications originating from any Conference or involving use of the Services.
7.User Representations, Warranties and Covenants.
With the knowledge and understanding that IVCi and its Affiliates will rely on the following representations, warranties, and covenants by you, which you will ensure remain true and correct at all times during the life of this Agreement, you hereby represent, warrant, and covenant that:
a. Use of Services.
(i) You have all necessary right, power and authority to enter into this Agreement and to perform the acts required of you hereunder including without limitation having a valid license to use the
software applications that facilitate a Conference and/or generate Content.
(ii) Your ability to access and use the Services may require the payment of third party fees and charges (including but not limited to fees and charges such as telephone toll charges, airtime charges or internet service provider fees and/or fees or taxes imposed on internet services, including any sales or use taxes by governmental agencies) and that IVCi shall not be responsible for paying any such fees, charges and taxes.
(iii) To gain access to and use the Services (other than to merely browse publicly-accessible areas of the Site), you will be required to provide an e-mail address and to create a log-in and password
(collectively, “Log-In Information”). You are solely responsible for all activity occurring under your Log-In Information. You must keep your Log-In Information confidential and must not share your Log-In Information with third parties. IVCi has no obligation or responsibility with regard to your use, distribution, disclosure or management of Log-In Information. Notwithstanding the foregoing, IVCi may require you to change your Log-In Information if such Log-In Information is inconsistent with the terms of this Agreement. You agree that IVCi may act in reliance, without investigation, upon any of your Log-In Information. We will not be required to inquire into the truth or
evaluate the merits of any of your Log-In Information or any statement or
representation contained in any notice, document or other communication
presented or otherwise transmitted by you. Any Person using your Log-In
Information is conclusively deemed to have actual authority to engage in
transactions using the Services and, accordingly, all transactions made by a
Person using your Log-In Information are hereby authorized and approved by you,
and you hereby agree to indemnify, defend and hold IVCi harmless from any
claims or damages arising from or relating to any such transactions.
(iv) You acknowledge and agree that your use of
the Services may require equipment and/or software that you may need to access
or use the Services, and that IVCi shall not provide or be responsible in
any way for such equipment and/or software.
(i) You are the owner or authorized user of
all Content related to your use of the Services.
(ii) Unless you have all requisite rights to
submit and use Personal Information and other Content in connection with a
Conference (whether belonging to you, to another participant in a Conference,
or any third party), you acknowledge and agree that you will not submit such
Content or information to the Site or to otherwise use such Content in any
manner that involves the Services.
(iii) You will not publish, post, upload,
record, link to or otherwise distribute or transmit any Content that: infringes
or violates, or would infringe or violate, any copyright, patent, trademark,
service mark, trade name, trade secret, domain name or other intellectual
property or proprietary right of IVCi or any other Person, or any rights of
publicity or privacy of any Person; violates any applicable law, statute,
ordinance or regulation (including without limitation applicable laws and
regulations concerning anti-discrimination, export controls, false advertising
or unfair competition); promotes, solicits, comprises or contains abusive,
defamatory, excessively violent, harassing, inappropriate, indecent,
lascivious, lewd, obscene, pornographic, profane, threatening, vulgar or
otherwise inappropriate, objectionable or unlawful material; is harmful to
minors; contains corrupted files, trojan horses, viruses, worms or any other
similar data, programs or software that may damage, expropriate, intercept or
interfere with any data, information, property or system of another Person or
that may damage or interfere with the Services; is materially false, misleading
or inaccurate; advocates, assists, incites, instructs, promotes or otherwise
encourages violence or any illegal activity; attempts to mislead others about
your identity or the origin of any message or other communication, impersonates
or otherwise misrepresents your affiliation with IVCi or any other Person,
or is otherwise false, misleading or inaccurate; or contains information for
which you do not have the right to permit IVCi to collect and process.
c. Legal Compliance.
You have the full power
and authority to grant all licenses and other rights to third party property
(including third party intellectual property) that are granted or required to
be granted by you to IVCi and its Affiliates pursuant to this Agreement.
You are solely responsible for your
familiarity and compliance with any and all laws that may prohibit you from
accessing or using any part or all of the Services or from participating in any
Conference or that may limit or regulate such participation or use.
(iii) You agree not to use the Services for any
You agree to comply with
all applicable local, state, national and international laws and regulations,
including without limitation laws relating to intercepting, monitoring or
recording communications, privacy and data protection, and public displays or
performances. You further agree that neither this Agreement nor any other right
or remedy of IVCi requires IVCi to exercise any right or remedy in order
to benefit or protect you or any other Person, although IVCi reserves the
right to do so in its sole discretion.
Payments By You.
The payment information supplied to IVCi by you (if applicable) is, and
shall at all times during the life of this Agreement, be true, accurate and
complete. You covenant that payments made by you to IVCi and Affiliates will
be honored by the financial entity facilitating the payment on your behalf. If
any payment is not so honored, you remain liable for payment of all amounts due
under this Agreement. You acknowledge and agree that we may change our charges,
fees and pricing for future renewals of the Services, and that the cost of
future renewals for the Services may increase.
You acknowledge and agree that any unauthorized use, copying or distribution of
the Services is expressly prohibited by law and by this Agreement and may
result in severe civil and criminal penalties against you. Violators will be
prosecuted by IVCi to the maximum extent possible. Without limitation, you
agree not to engage in any of the following unauthorized uses:
(i) Attempt to gain unauthorized access
to the Services, or to other Accounts, computer systems or networks connected
to the Services, whether through hacking, password mining or any other means;
(ii) Falsify or delete any copyright
management information, such as author attributions, legal or other proper
notices or proprietary designations, or labels of the origin or source of software
or other material contained in a file that is uploaded;
(iii) Obtain or attempt to obtain any materials or information
through any means not intentionally made available through the Services;
(iv) Engage in any extraction of data
or data fields, including without limitation e-mail addresses;
(v) Disrupt, interfere with or inhibit
any other Person’s use and enjoyment of the Services;
(vi) Violate the rights of IVCi or any third party, including
without limitation abuse, defame, defraud, harass, stalk, threaten or otherwise
violate the legal rights (such as rights of privacy and publicity) of IVCi
or any third party;
(vii) Use any IVCi domain name as a false return e-mail address;
(viii) Use the IVCi name to advertise, market or sell any type
of goods or services or imply in any type of communication that IVCi
endorses or is associated with such goods and services unless IVCi has given
its prior written consent for such activity;
(ix) Access and/or use the Services or any type of software or
equipment that could in any manner damage, disable, overburden, impair or
otherwise interfere with or disrupt the Services, the IVCi server and/or any
network connected to the Services;
f. Contact Interface.
You acknowledge and agree that IVCi may obtain and record information about
your contacts, your use of, and availability on the Services at any given time,
among other information, and that IVCi can utilize and maintain this
information: for its own use; to provide marketing communications to you; to
provide marketing communications to your contacts; and for disclosure to third
parties (including government officials or pursuant to any court order) in
accordance with applicable law or governmental request at any time.
8.Updates and Amendments.
IVCi may, at any time, amend the
herein). If you do not accept an amendment, this Agreement will terminate. This
Agreement shall automatically incorporate and include any and all add-on
components, amendments, features, modifications, supplements, updates and other
functionality or messages related thereto, including without limitation
alterations of availability, content, features, functionality, security,
storage and other information relating to the Services that IVCi may provide
or make available generally to its customers (collectively, “Updates”) subject
to any additional terms and conditions, including any additional fees and
costs, provided by IVCi applicable to such Updates. You hereby authorize
IVCi to automatically and in good faith transmit, access, install and
otherwise provide Updates from time to time, without further notice to you or
need for consent from you. IVCi has no obligation to, and nothing in this
Agreement may be construed to require IVCi to, create, provide or install
Updates. Your access and use of the Services will always be subject to the most
any and all rules and guidelines posted on the Site at the time of such use.
You agree to regularly check the “IVCi Terms of Service” link on the Site to
anything in this Agreement to the contrary, if IVCi posts amendments to the
Terms of Service on the Site, such terms will automatically become effective,
shall be incorporated into this Agreement immediately, and where inconsistent
with any other terms and conditions of this Agreement shall supersede any such
conflicting terms or conditions. By using the Services after such revised terms
are posted, you agree to be bound by any such revised terms at the effective
9.Security of Communications.
You acknowledge and agree that the Services
are conducted and provided by IVCi electronically through the internet and
that IVCi cannot guarantee the security or privacy of any electronic
communications in which you participate.
a part of this Agreement. If there is any conflict between the terms of the
time. Such changes will be communicated to you in the text of the updated
Terms of Service” link on the home page of the Site to view the then-current
transfer information arising from your use of the Services (including without
limitation Personal Information), whether arising from Conferences or
otherwise, with relevant service providers such as telecommunications providers
and with government entities. You agree that IVCi shall bear no liability to
you for any such receipt, sharing or transfer.
b. Disclosure of Personal Information.
with any third party. However, IVCi in its sole discretion may (but has no
obligation to) monitor or review your access to and use of the Services at any
time. IVCi may at any time without notice and in its sole discretion
terminate access to, or use of, any area of the Site where information is
posted or submitted, or may disclose any information related to your access to
and use of the Services or the substance of any of your posted or submitted
information as IVCi deems necessary, including without limitation to comply
with applicable law, regulation, legal process or governmental request. You
agree to use extra care when disclosing any Personal Information about yourself
or your organization in any Conference or when posting or otherwise submitting
any information to the Site or in any Conference, including Personal
Information. All required registration information that you provide to IVCi
must be current, complete, and accurate and must be kept up to date with
IVCi on a prompt, timely basis. If your use of and access to the Services
includes password-restricted access to your sensitive information (such as, for
example, customer lists and contractual terms), then by accessing or using the
Services and setting up an Account, you consent to the display and storage of
such information by IVCi and accept all risks of unauthorized access to such
Compliance with Privacy Regulations. The Services may allow you to record conferences and
to collect and utilize identifying information about you and other Conference
Participants, including without limitation, Personal Information such as a
likeness, name or voice that is displayed, processed, stored and/or transmitted
as part of a Conference. The laws of some jurisdictions require the giving of
notice to, or receipt of consent from, individuals prior to intercepting,
monitoring and/or recording their communications. In addition, the laws of some
jurisdictions restrict collection, storage and use of Personal Information. You
agree to comply with all applicable laws, to obtain all necessary consents, and
to make all necessary disclosures before using the Services, including without
limitation when using the recording feature. You acknowledge that any or all of
your Content may be recorded and transmitted by other users in a Conference or
with whom you otherwise communicate. When you participate in a Conference, you
are solely responsible for your position in the entire field of view of your
camera and any information about you that is visible to any other Conference
participant that may or may not be recorded, transmitted and/or stored by that
participant and/or by IVCi by any method or means as a result of your
participation in a Conference. Whether as a host, participant or otherwise, you
are solely responsible for, and shall indemnify IVCi and its Affiliates for
your access to and use of any third party data and information including
Personal Information that is communicated in a Conference or that you otherwise
have access to through your use of the Services.
Locations of IVCi Data Centers. Personal Information and Content may be transferred,
stored and/or processed in multiple locations in which IVCi or its
Affiliates maintain facilities. By using the Services, you consent to any such
transfer, processing and storage of Personal Information outside of your
location of citizenship and/or residence.
Regulated Access. The
Services may not available in certain locations and to certain Persons in order
to comply with applicable laws and regulations. IVCi reserves the right, in
its sole discretion, to deny access to the Services at any time and for any
reason whatsoever, including without limitation to comply with applicable law.
Restrictions on Use. You agree not to decompile, disassemble,
reverse engineer, translate or otherwise attempt to learn the source code or
technological know-how of any component of the Services. You may not create,
assign, copy, deliver, distribute, lease, loan, modify, pledge, rent, sell,
sublicense, timeshare, create derivative works of or otherwise transfer,
directly or indirectly, any portion of the Services or any rights thereto. You
are prohibited from reselling or acting as agent for any component of the
Services without IVCi’s prior express written consent.
Export Control Laws.
You acknowledge that some laws and regulations in various locations restrict
the export and re-export of certain technical data relative to their origin.
Without limiting the foregoing, you acknowledge that your Content may be
subject to controls by various regulatory agencies around the world. You agree
that you are solely responsible for avoiding any actions that may be deemed to
be violations of such laws and regulations, and that IVCi shall bear no
responsibility or liability for any such violations committed by you in
connection with your use of the Services.
Hazardous Environments & High Risk Activities. The Services are not designed for use in
connection with any hazardous or high risk activity or any circumstances
requiring fail-safe performance or controls, including without limitation: the
operation of nuclear facilities; aircraft navigation or communication systems;
air traffic control; medical care, surgery or life support machines, rescue or emergency situations, weapons
systems or any other environment or situation in which the failure of a
Conference or of the Services could, directly or indirectly, lead to death,
personal injury or material property damage. You acknowledge and agree that any
use of the Services by you and/or at your instruction (whether express or
implied) in connection with any activity or circumstances deemed by IVCi to
be hazardous or high-risk shall be done solely and wholly at your own risk.
Links to Third Party Sites. The Site may include links that will take you to other
websites (collectively, “Linked Sites”). The Linked Sites are provided by
IVCi to you as a convenience, and the inclusion of such links does not imply
any endorsement by IVCi of any Linked Sites. IVCi has no control over the
Linked Sites. Neither IVCi nor its Affiliates are, and under no
circumstances shall be, responsible for any content, product or service of any
Linked Sites. You acknowledge and agree that your visits to any of the Linked
Sites shall be made solely at your own risk. You acknowledge and agree that
IVCi is not responsible for the content of any Linked Sites, any link
contained in any Linked Sites, and any changes or updates to Linked Sites. You
further acknowledge and agree that IVCi is not responsible for any form of
transmission received from any Linked Sites.
Copyright Infringement. IVCi will, in appropriate circumstances as determined in its sole
discretion, terminate this Agreement (including the License and other rights
granted to you herein) if you infringe the intellectual property rights of
others. IVCi may, in its sole discretion, investigate notices of copyright
infringement and take appropriate actions. If you believe that any work of
authorship has been used or copied in a way that constitutes copyright
infringement and that such infringement is occurring in connection with the
Services, please provide us with all of the following information: (a) an
electronic or physical signature of the person authorized to act on behalf of
the owner of the copyright interest; (b) a description of the copyrighted work
that you claim has been infringed; (c) a description of what Conference the
claimed infringing material is related to; (d) your address, telephone number,
and e-mail address; (e) a written statement by you that you have a good faith
belief that the disputed use is not authorized by the copyright owner, its agent,
or the law; and (f) a written statement by you, made under penalty of perjury,
that the above-described information in such notice is accurate and that you
are either the copyright owner or authorized to act on the copyright owner’s
IVCi does not generally monitor activity occurring in connection with the
Services. However, if IVCi becomes aware of any actual or possible
violations by you of any provision of this Agreement IVCi reserves the right
to investigate such actual or possible violations and IVCi may, at its sole
discretion, immediately terminate this Agreement with you, or may change, alter
or remove Content, in whole or in part, without prior notice to you. If, as a
result of any such investigation, IVCi believes that criminal activity has
occurred or is occurring, IVCi reserves the right to refer the matter to and
cooperate with applicable law enforcement authorities. In connection with any
such investigation, IVCi is entitled to disclose to law enforcement or other
government officials, as IVCi in its sole discretion believes to be
necessary or appropriate, any information that is in our possession resulting
from your use of the Services, including without limitation Personal
Information (except to the extent prohibited by applicable law).
Identifying Numbers and URI’s. Any type of identifying number, user name, “domain”
name, “address,” and/or unique resource indicator (“URI”) provided to you to be
used with the Services is leased and not sold. The URI may only be used with
the Services and may not be transferred to or used in connection with any other
service. IVCi has the right to accept, change, delete or modify any URI
without notice. The URI will be made searchable for all users, unless
explicitly agreed in writing between you and IVCi. Upon expiration,
cancellation or termination of the Services, you shall discontinue use of the
URI and any video numbers and/or internet portals previously assigned to you
for use with the Services.
11. Content Access and Storage.
The Services are provided
to you by automated means, namely the uploading of Content via the applicable
tools for transmission, downloads and other use in connection with Conferences
or other activities. IVCi will not access, view or listen to any
or as necessary to maintain or provide the Services, including without
limitation: (i) to respond to service requests; (ii)
to restore the applicable Content at your request in the event of a
service interruption; (iii) to
conform to legal requirements or comply with legal process as deemed necessary
or advisable by IVCi in good faith; (iv)
to detect, prevent or otherwise address fraud, security or technical
issues; (v) to enforce this
Agreement, including investigation of potential violations hereof; and/or (vi) if you have requested that IVCi
serve as host, producer, moderator, or facilitator for any Conference,
presentation, or event as part of the Services.
b. At the request of a Presenter or any
individual designated to conduct a Conference the Services may collect certain
Personal Information and other information which any Presenter in any
Conference may see and may be shared with other users of the Services at the
request of a Presenter or as an automatic function of the Services, including
without limitation, your name, address, phone number, e-mail address and any
other Personal Information or other information you provide to the Services or
as requested by any Presenter.
IVCi has no control
over, and shall have no liability for, whether and in what manner any
participant uses your Personal Information in a Conference or otherwise.
IVCi does not pre-screen information that users provide or otherwise submit
in using the Services. IVCi may collect certain information regarding your
use of the Services, such as the name of the internet service provider and the
internet protocol address through which you access the internet; the time you
access the Services; the pages that are accessed at the Site; and the internet
address of the website from which you accessed the Site. IVCi uses this
information to support the Services and, in accordance with any communications preferences
indicated by you and as otherwise permitted under this Agreement, to send you
communications regarding IVCi, its products and its services.
12. DISCLAIMER OF WARRANTIES. THE
SERVICES ARE PROVIDED “AS-IS” ON AN “AS-AVAILABLE” BASIS, “WITH ALL FAULTS” AND
WITHOUT ANY WARRANTY OF ANY KIND OTHER THAN AS DESCRIBED BY IVCI AND UNDER
THE TERMS OF THIS AGREEMENT. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW,
IVCI HEREBY DISCLAIMS ALL OTHER WARRANTIES OF ANY KIND REGARDING THE
SERVICES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION
ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE,
COMPATIBILITY, WORKMANLIKE EFFORT, ACCURACY, AVAILABILITY, AND/OR NON-NEGLIGENT
PERFORMANCE. THE SERVICES ARE BUSINESS PRODUCTS, THE APPLICATION OF WHICH IS
COMMERCIAL RATHER THAN CONSUMER-ORIENTED IN NATURE. IN ACCEPTING THIS
AGREEMENT, YOU RECOGNIZE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW
THAT CONSUMER PROTECTION LAWS DO NOT APPLY TO YOUR USE OF THE SERVICES NOR TO
ANY OF THE TRANSACTIONS CONTEMPLATED BY AND CONSUMMATED PURSUANT TO THIS
This Agreement gives you specific legal rights. You may also have
other legal rights that vary from location to location. Some jurisdictions do
not allow the exclusion of implied warranties or limitations on how long an
implied warranty may last, so the limitations contained in this Agreement may
not apply to you.
13. LIMITATION OF LIABILITY.
Use at Your Own Risk.
The use of the Services and the downloading or other use of any information or
materials therefrom shall be done solely at your own discretion and risk and
with your understanding that you will be solely responsible for any damage to
your computer system or any loss of data or any other harm that results from
such activities. IVCi will not be liable for any loss that you may incur as
a result of someone else using your Log-In Information, either with or without
your knowledge. IVCi shall have no responsibility for any failure that
arises out of your use of the Services with any hardware configuration,
platform or operating system, including without limitation any failure related
to or arising from your inability to connect to or to access the Site, Software
or Services due to problems related to your computer hardware, any software
program, network, your internet service provider or any other similar problem.
Use of Content. You
agree that neither IVCi nor any of its Affiliates shall be liable for any
Content or the access, recording, storage or other use by IVCi thereof,
including without limitation: (a) any Content that is sent, received, held,
released or otherwise connected in any respect to the Services; (b) any Content
that is sent but not received; (c) any access to or alteration of Content by
you or any other Person; (d) any Content sent using, or included in, the
Services; (e) any defamatory, illegal, obscene, offensive or threatening
content; (f) the conduct of you or anyone else in using the Services; or (g)
any infringement of another Person’s rights, including without limitation
rights of privacy, intellectual property or data protection.
IVCi offers no guarantees and assumes no responsibility or liability of any
kind with respect to third-party services, including without limitation any
liability resulting from incompatibility between the Services and any
third-party services. You agree that you will not hold IVCi or any Affiliate
responsible or liable for any matter caused by or related to services provided
by any third-party.
Services may include technical mistakes, interruptions, inaccuracies and/or
IVCi will not be liable for any non-performance or delay in performance
caused by any event reasonably beyond the control of IVCi including without
limitation accidents, acts of God, acts of government, the activities of
hackers, civil disturbance, earthquake, embargo, epidemics, explosion, fire,
flood, force of nature, hostilities, malicious conduct, national emergency,
revolutions, riots, wars, service outages resulting in failures of equipment,
telecommunications, power failures, network failures or failures of third party
service providers (including providers of internet services and telecommunications).
Damages. Except as
otherwise required by applicable law, you agree that you will not be entitled
to any damages under or pursuant to this Agreement except for the direct
monetary damages actually incurred and proven by you in reasonable reliance
upon use of the Services, and that such proven damages shall be limited to the
amount you actually paid for the Services during the three-month period prior
to the event giving rise to your claim. Without limiting the foregoing, you
agree that the following damages are expressly excluded:
Any and all indirect,
special, incidental, punitive and consequential damages;
(ii) Any and all damages for: loss of
confidential or other information (including without limitation Personal
Information); business interruption; personal injury; loss of privacy; loss of
profits; emotional distress; and failure to meet any duty of good faith or
(iii) Any and all damages resulting from your
inability to use the Services or to access data, information (including without
limitation Personal Information) or Content;
(iv) Any and all damages for any other claim
arising out of or in connection with:
the statements or actions of any third party on or via the Services; any
dealings with vendors or other third parties; any unauthorized access to or
alteration of your transmissions, materials, information (including without
limitation Personal Information) or other data; any information that is sent or
received, or that is not sent or not received; any failure to store, or loss
of, data, files, materials or other Content; any access to or use of the
Services that is delayed or interrupted; any Linked Sites; or your access to or
use of, or inability to access or use, any Linked Sites;
(v) Any and all damages based on any theory of
legal liability including statute, breach of contract, breach of warranty, tort
(including negligence), product liability, negligent misrepresentation or
otherwise, even if IVCi or its Affiliates have been advised of the possibility
of such damages and even if a remedy set forth in this Agreement is found to
have failed of its essential purpose;
(vi) Any and all damages arising out of,
related to, or based upon your inability to connect to or to access the
Services due to problems related to your equipment, any software, your internet
service and/or any other similar problem out of IVCi’s control; and
(vii) Any and all damages for any pecuniary loss
Indemnification and General Release. You hereby agree to release IVCi and
Affiliates from any and all claims, demands and damages (actual and
consequential) of every kind arising out of or in any way connected with: (a)
your use of the Services and for any other purpose whether or not contemplated
or permitted by this Agreement; and (b) from any transaction, event,
occurrence, injury or other damage arising from or related to any Conference
you participate in and any Content in any such Conference. You hereby also
agree to defend, indemnify and hold IVCi and Affiliates harmless from and
against any and all claims, liabilities, damages and costs (including without
limitation fees, costs and expenses of attorneys) arising out of or related to:
(a) Use of or access to the
Services by you or by any Person using your Log-In Information, whether or not
such use was authorized by you;
(b) Any actual or alleged violation of this
Agreement or applicable law by you or by any Person using your Log-In
Information, whether or not such use was authorized by you;
(c) Any actual or alleged infringement of any
intellectual property, proprietary information, violation of privacy or other
rights by you or by any Person using your Log-In Information, whether or not
such use was authorized by you;
Any recordings made by you
of the communications, likeness, name, voice or other Personal Information of
Conference attendees or any other users of the Services;
(e) Any claims or allegations for product
liability, unsuitability or lack of fitness for a particular purpose, or any
other claims or allegations arising out of or related to the use of the
(f) Any disputes between you and any other
participant in a Conference or the Services; and/or
(g) Your negligence or willful misconduct.
Resolution. Any claim, dispute or controversy, whether in contract, tort or
otherwise, whether pre-existing, present or future, including statutory,
consumer protection, common law, intentional tort and/or equitable claims by
you against IVCi, its agents, employees, principals, successors, assigns
and/or Affiliates arising from or relating to this Agreement (including, to the
full extent permitted by applicable law, relationships with third parties who
are not signatories to this Agreement), shall be resolved exclusively and
finally by binding Arbitration administered by the International Chamber of
Commerce under its Commercial Rules before a single Arbitrator. The venue of
the Arbitration proceeding shall be Oslo, Norway or such other venue to which
the parties may agree in writing. The Arbitrator shall be empowered to grant
whatever relief would be available in court of competent jurisdiction under law
or in equity. Any Award of the Arbitrator shall be final and binding on each of
the parties, and may be entered as a judgment in any court of competent
jurisdiction. The Arbitrator may grant reasonable attorney and/or other fees to
the prevailing party. You acknowledge and agree that separate from any
Arbitration proceeding, IVCi may also seek injunctive or equitable relief in
a Court of competent jurisdiction to prevent irreparable injury to it, its
Marks, and/or other intellectual property, and in such proceeding you consent
to the jurisdiction of such Court. YOU HEREBY ACKNOWLEDGE THAT YOU ARE
GIVING UP RIGHTS TO LITIGATE CLAIMS IN A COURT OR BEFORE A JURY WITH RESPECT TO
ANY DISPUTE UNDER THIS AGREEMENT. OTHER RIGHTS THAT MAY HAVE BEEN AVAILABLE IF
THE DISPUTE WENT TO COURT, SUCH AS ACCESS TO DISCOVERY, MAY ALSO BE UNAVAILABLE
OR MAY BE LIMITED IN ARBITRATION.
Notices. You and IVCi will provide any communication to each other under this Agreement as
Notice to You.
Notice shall be sent to you either: (1) via electronic means to the e-mail
address associated with your Account and shall be deemed delivered when sent by
IVCi; or (2) by hard copy first class mail to the address contained in your
Log-In Information and shall be deemed delivered five (5) calendar days after
Notice to IVCi.
Except where an electronic notice to IVCi is expressly permitted by this
Agreement, notice shall be sent to IVCi addressed to the principal place of
business indicated on the Site, to the attention of the President, either via:
(1) postal mail, signature required and return receipt requested; or (2) overnight courier with delivery signature
required. Any notice sent by you shall be deemed delivered when actually
received and signed for by an authorized representative of IVCi.
Governing Law. This
Agreement shall be construed in accordance with, and governed by the laws of Suffolk County New York.
Reservation of Rights. IVCi reserves all rights not expressly granted in this Agreement.
If any part of this Agreement is determined by a court of competent
jurisdiction to be invalid or unenforceable, then such 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 remainder of the
Agreement will continue in full force and effect.
b. No Waiver.
Our failure to exercise or enforce any right or provision of
this Agreement will not constitute a waiver of such right or provision unless
expressly agreed to by IVCi in a non-electronic writing manually signed by a
duly authorized officer of IVCi.
are an individual and are entering into this Agreement on behalf of a legal
entity, you represent and warrant that you have due authorization from the
governing body of such entity to enter into this Agreement and to bind such
entity to all of the terms and conditions of this Agreement.
The headings of the sections and subsections in this Agreement are provided for
convenience only and may not be deemed to affect its construction or
incorporated into this Agreement in its entirety) constitutes the entire
agreement and understanding between IVCi and you with respect to the
Services and supersedes all other prior or contemporaneous communications,
agreements, understandings and proposals, whether written, oral, electronic or
non-electronic, between IVCi and you regarding its subject matter.