IMPORTANT- READ CAREFULLY: BY ACCESSING OR USING OUR SERVICES, WHETHER AS A PAID CUSTOMER OR FREE USER, ON BEHALF OF YOURSELF AND/OR YOUR COMPANY, YOU ARE AGREEING TO BE BOUND BY AND ACCEPT THESE TERMS. IF YOU DO NOT AGREE WITH THESE TERMS, DO NOT USE OUR SERVICES, INCLUDING WITHOUT LIMITATION, ANY OF OUR MOBILE APPLICATIONS. YOU ARE ENCOURAGED TO PRINT OR DOWNLOAD THESE TERMS AND TO REGULARLY CHECK THIS WEBSITE TO OBTAIN TIMELY NOTICE OF ANY CHANGES TO TERMS, WHICH MAY OCCUR FROM TIME TO TIME AND AT ANY TIME WITHOUT NOTICE.
- Subscription Services are sold on a Named User service model. Named User accounts are individualized and may not be shared or used by anyone other than the one person to whom the Named User account is issued. Each Named User must be uniquely identified with a factual first and last name and a valid email address and may not be of a generic nature. Named Users may not combine with other Named Users to allow more than the number of participants permitted under either individual Named User Subscription or otherwise expand the capacity of a meeting using the Services purchased. A Named User designation assigned to a person may not be transferred to another person.
- Usage Restrictions (Fair Usage): Subscription Services come with unlimited Video/VOIP Audio. Access through toll or toll free means and for the avoidance of doubt, if the Subscribers use exceeds 10,000 total minutes per named user per month in three (3) consecutive billing periods, O2C reserves the right to terminate the GlobalMeet Collaboration licenses.
- Taxes and Other Charges. O2C reserves the right, in its sole discretion, to change or institute new or additional rates, charges and/or fees for access to or use of the Services or to change its payment terms or billing methods at any time. O2C may suspend Services if O2C determines, in its sole discretion that your previous payment record so warrants such change. Charges are exclusive of taxes. You will pay, and O2C reserves the right to collect in arrears, all sales, use, consumption, goods and services, excise or other taxes (other than taxes based upon O2C net income), fees, surcharges, charges for universal support mechanisms (including without limitation any and all federal or state Universal Service Fund charges) or other charges of any nature whatsoever, now or hereafter imposed or assessed on O2C, by any foreign, federal, state/provincial, county or local government authority upon or with respect to the Services provided. You shall indemnify O2C against any payments made by O2C which are your responsibility under this paragraph. If you claim exemption from charges, you must provide O2C with a current, valid exemption certificate from the applicable regulatory authority.
- Credit Cards.
Notwithstanding any other provision herein, for any fees and/or charges paid by credit or debit cards, you agree if payment is not received by O2C from the card issuer or its agents, you will pay all amounts due upon demand by O2C. Each time you use the Services, or allow or cause the Services to be used, you agree and reaffirm that O2C is authorized to charge your designated card in connection with the Services. YOU FURTHER AGREE THAT O2C MAY SUBMIT ADDITIONAL CHARGES FOR USE OF THE SERVICES EACH MONTH, QUARTER OR YEAR, AS APPLICABLE, IN ACCORDANCE WITH THIS AGREEMENT, WITHOUT FURTHER AUTHORIZATION FROM YOU, until you provide prior written notice (in accordance with O2C’s verification procedures, as may be established by O2C from time to time in its sole discretion) that you terminate this authorization or desire to change your designated card. Such notices will not affect charges submitted before O2C reasonably could act on such notice. When you provide your card information to O2C (or its designated licensees or subcontractors), you represent and warrant to O2C that you are the authorized user of your designated card. You agree to promptly notify O2C of any changes to your designated card account number, its expiration date or your billing address, as applicable, and you agree to notify O2C if such designated card expires or is cancelled for any reason. For the avoidance of doubt, the designated card account holder is responsible for all charges incurred, including applicable taxes, and all purchases made by such account holder or anyone that uses the card. WITHOUT LIMITING ANY OTHER REMEDY HEREIN, IF RECURRING FEES ARE NOT PAID IN A TIMELY MANNER, OR IF O2C IS UNABLE TO PROCESS YOUR TRANSACTION(S) USING THE DESIGNATED CARD INFORMATION PROVIDED, O2C RESERVES THE RIGHT TO SUSPEND AND/OR TERMINATE THE SERVICES.
Past-due balances not reasonably disputed in good faith as herein provided shall be subject to an interest charge of 1.5% per month computed from the due date of each invoice previously issued, or the maximum rate legally permitted, whichever is less, and you shall pay any collection costs, including reasonable attorneys’ fees, and other expenses incurred by O2C to collect any such sums due under this Agreement. You must notify O2C of any charge disputed in good faith, with supporting documentation, within thirty (30) days from the date of invoice, or you will be deemed to agree to such charges and no adjustments to charges or invoices will be made. You remain responsible to pay charges not reasonably disputed in good faith as herein provided by the due date.
- Term and Termination.
Services shall commence upon the Effective Date as agreed upon by the parties, in writing, and shall continue, unless different terms are specified by the parties in a Schedule, for a minimum term of twelve (12) months (“Initial Term”), with renewal terms continuing indefinitely thereafter at lengths equal to the Initial Term (each a “Renewal Term”). Without limiting the foregoing, if the term of any Services described in a Schedule or Service Order extends beyond the expiration or termination of this Agreement, the terms of this Agreement shall apply to such Services even after expiration or termination of the Agreement. Either party may terminate this Agreement at the end of a term by providing written notice to the other party of such termination at least sixty (60) days prior to the end of such term or as the parties otherwise agree, in writing.
- Promotional Term; Free Trial Term.
If you use Services pursuant to a promotional offer granting free Services and/or a free trial for Services, which may include without limitation the waiver of certain fees and/or other charges as defined by a particular promotional offer (“Free Services”), you will receive use of the Free Services solely for a limited period of time and all use of all Free Services shall be subject to the terms herein and any and all other restrictions, limitations and conditions identified or communicated to you with the specific Free Services offer, including without limitation, you are and will remain liable for all charges not otherwise designated as specifically and expressly waived pursuant to the applicable promotional offer. Notwithstanding any other provision in this Agreement, all Free Services are provided solely as an accommodation to you, and O2C reserves the right, at all times and in its sole discretion, to terminate or modify any Free Services at any time without notice, including without limitation for any abuse of the Free Services and/or your failure to pay fees and charges not otherwise designated as specifically and expressly waived pursuant to the applicable promotional offer. TO THE EXTENT YOU SIGN UP TO PAY FOR SERVICES BY CREDIT OR DEBIT CARDS, YOU ACKNOWLEDGE AND AGREE THAT AS A CONDITION TO RECEIVE ANY FREE SERVICES, A FEE AND/OR CHARGE, AS APPLICABLE, WILL BE PRE-AUTHORIZED AGAINST YOUR CREDIT CARD OR DEBIT CARD LIMIT (MEANING THE AMOUNTS PRE-AUTHORIZED WILL NOT BE CONSIDERED AVAILABLE CREDIT OR DEBIT FUNDS IN SUCH ACCOUNT) AND, UNLESS THE PARTIES EXPRESSLY AGREE OTHERWISE, WILL BE IMMEDIATELY CHARGED TO YOUR CREDIT OR DEBIT CARD, WITHOUT FURTHER AUTHORIZATION FROM YOU, UPON THE EXPIRATION OF THE FREE SERVICES PERIOD, UNLESS YOU TERMINATE SERVICES IN ACCORDANCE WITH THE TERMS OF THE SPECIFIC PROMOTION AND/OR THIS AGREEMENT. FOR THE AVOIDANCE OF DOUBT AND NOTWITHSTANDING ANY OTHER PROVISION HEREIN, IN THE EVENT ANY PROMOTION HAS RATES AND/OR FEES NOT IMPLEMENTED UNTIL AFTER THE END DATE FOR FREE SERVICES (“RATE IMPLEMENTATION DATE”) AND O2C AGREES TO MAKE AVAILABLE ANY FREE SERVICES TO YOU PRIOR TO SUCH RATE IMPLEMENTATION DATE, UNLESS THE PARTIES OTHERWISE EXPRESSLY AGREE IN WRITING, YOUR INITIAL APPLICABLE TERM FOR SERVICES SHALL BE EXTENDED BY THE LENGTH OF THE FREE SERVICES PERIOD; PROVIDED, HOWEVER, IF SUCH FREE SERVICES PERIOD WOULD RESULT IN YOUR INITIAL APPLICABLE TERM ENDING IN THE MIDDLE OF A BILLING CYCLE, THEN SUCH TERM SHALL BE EXTENDED TO THE LAST DAY OF SUCH BILLING CYCLE.
- Termination for Cause.
Either party may terminate this Agreement at any time in the event that the other party breaches any provision of this Agreement in any material respect and fails to cure such breach within thirty (30) days after receipt of written notice of such breach. Notwithstanding the foregoing, O2C may terminate this Agreement and/or suspend the provision of Services immediately: (i) for illegal, fraudulent, improper or abusive use of the Services (including without limitation your use of the Services in contravention of Section 5, to be determined in O2C’s sole discretion); (ii) if deemed reasonably necessary by O2C to prevent interruption or disruption to O2C’s network, its business or other customers; (iii) if any portion of an invoice not reasonably disputed in good faith as herein provided remains unpaid when due (including without limitation any minimum commitments); or (iv) for breach, not subject to cure. All terminations by O2C shall be effective as of the date designated in the termination notice, and O2C shall not be liable to you or any third party should O2C exercise its right to discontinue Services, in whole or in part, or terminate this Agreement pursuant to this Section 2(c).
- Effect of Termination.
In the event of any termination, you remain responsible for any and all fees and charges due and incurred through the termination effective date and will not be entitled to any partial month credits or refunds of any kind, including without limitation if you elect to not use the Services prior to the termination effective date.
- Effect of Termination for Free Services.
In addition to and without limiting any other rights or remedies O2C has herein or otherwise identified or communicated to you with the specific Free Services offer, if O2C determines, in its sole discretion and whether or not it has conducted an audit, that you have violated any conditions of and/or limitations on the Free Services or any associated software, O2C reserves the right to immediately terminate the Free Services and to charge and to collect from you the amount you would have been required to pay for the Free Services as a retail customer (applying then-current list rates and/or Standard Charges, as applicable) during the period of your non-compliance. You agree to pay this amount to O2C, plus the cost of conducting any associated audits by O2C that in the sole discretion of O2C reveal non-compliance.
- 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 O2C. Each party and its employees and agents shall at all times, during the term of this Agreement and thereafter, keep in trust and confidence all Proprietary Information and shall not use such Proprietary Information other than in the course of their duties under this Agreement, nor shall either party or its employees and agents disclose any of such Proprietary Information to any individual or entity without the other party’s prior written consent. Each party acknowledges that any such Proprietary Information received by the other party shall be received as a fiduciary of the other party. Each party further agrees to immediately return to the other party or destroy all Proprietary Information in its possession, custody or control in whatever form held upon termination of this Agreement or at any time, or from time to time, upon the request of the other party.
- Intellectual Property.
- The Services provided under this Agreement and all associated intellectual and proprietary rights are the sole property of O2C and/or its suppliers.
© 2021 One2Connect® All rights reserved. One2connect® is a registered trademark of One2Connect, Inc. One2Connect® content may not be used or copied without express written consent from One2Connect, Inc.
- O2C welcomes feedback regarding many areas of O2C’s Services, including its web sites. Any ideas, suggestions, comments and/or other feedback you provide to O2C (“Feedback”) shall be deemed to be non-confidential and O2C shall be free to use such information on an unrestricted basis. You should only provide specific Feedback on O2C’s existing Services and should not include any ideas that O2C’s policy will not permit it to accept or consider. O2C or any of its employees do not accept or consider unsolicited ideas of any kind, including ideas for new or improved services, products or technologies, enhancements or new service names. The following terms shall apply to submissions of all Feedback: You agree that: (i) all submissions and their contents will automatically become the property of O2C, without any compensation; (ii) O2C may freely and irrevocably use, disclose, reproduce, license, sublicense, distribute or redistribute and otherwise commercialize the submissions and their contents for any purpose and in any way throughout the world, without royalty; (iii) there is no obligation for O2C to review the submission; and (iv) there is no obligation to keep any submissions confidential. For the avoidance of doubt, you will not submit any Feedback to O2C that (i) you have reason to believe is subject to any patent, copyright, or other intellectual property claim or right of any third party; or (ii) that is subject to license terms that seek to require any O2C product incorporating or derived from any Feedback, or other O2C intellectual property, to be licensed to or otherwise shared with any third party.
- Your Compliance and Indemnification.
- You acknowledge that O2C has no control over the content of information published, posted, uploaded, exchanged, recorded or otherwise transmitted through the Services (whether visual, written or audible) and that O2C does not examine the use to which you put the Services or the nature of the information you or your users send or receive. You shall comply with and agree it is solely your responsibility to ensure the Services are used in accordance with all applicable foreign, federal, state/provincial and local laws relating to use of the Services under this Agreement (including without limitation data privacy, export and control laws and regulations and laws relating to the use of VoIP-based services). Without limiting the foregoing, you agree that the use of the Services is subject to U.S. and local export control laws and regulations. Services may allow you to record meetings and to collect and utilize identifying information about your participants. If you or your users use the Services for direct marketing purposes or collect personal information through use of Services, you shall do so under your responsibility and you hereby agree to indemnify, defend and hold O2C harmless from any and all claims, losses damages, penalties and costs (including without limitation reasonable attorney´s fees) arising out of your or your users violation of applicable privacy laws including obtaining all necessary consents and providing all appropriate notices. You represent that you are not a citizen of an embargoed country or a prohibited end user under applicable U.S. or local export and anti-terrorism laws, regulations and lists. You are responsible: (i) for any and all activities that may occur under your account, including without limitation, ensuring no content published, posted, uploaded, exchanged, recorded or otherwise transmitted through the Services infringes any third party’s intellectual property rights or is unlawful, threatening, abusive, harassing, libelous, deceptive, fraudulent, invasive of another’s privacy, vulgar, obscene or otherwise contains objectionable material of any kind or nature; and (ii) to maintain the confidentiality and security of your Host ID and/or access numbers, keys and passwords/passcodes. You agree to notify O2C immediately if there has been an unauthorized use of any Host ID and/or access numbers, keys and/or passwords/passcodes or any other breach of security and you shall be liable for fraudulent charges until such time as you have notified O2C to suspend any compromised Host IDs, access numbers, keys and/or passwords/passcodes. You acknowledge that O2C may from time to time monitor bridge activity relating to the Services for quality assurance and fraud detection and may further gather system data. Further, and notwithstanding confidentiality provisions herein, O2C may disclose information about your use of Services to satisfy any law, regulation, government agency request, court order, search warrant, subpoena or other legal process.
- You acknowledge that O2C does not provide traditional telephone service, and the services are not intended to support or carry any emergency calls to any emergency services of any kind. You need to make additional arrangements in order to access emergency services. Additionally, use of conference recording or taping any use of the Services may subject you to laws or regulations. You acknowledge and agree that you may not record or tape any Web, video or telephone conversation in connection with the services unless you are in compliance with all laws relating to the recording of communications and protecting the privacy of communication for all parties to the conversation. O2C has not and is not expected to provide you with any analysis, interpretation or advice regarding your compliance with the above, and you are solely responsible and obligated to provide any required notifications to participants prior to commencement of conferences.
- You shall indemnify, defend and hold O2C, its officers, directors, employees, affiliates and its suppliers harmless from any claims, losses, damages, penalties or costs (including without limitation reasonable attorneys’ or expert witness fees) arising out of your (or any individual or entity accessing the Services through you or your account): (i) use of the Services; (ii) violation or alleged violation of any applicable laws or regulations with respect to the Services; or (iii) infringement of any intellectual property rights of any third party. The obligations contained in this paragraph shall survive any termination or suspension of the Services contemplated herein, the expiration or termination of this Agreement and final payment.
- Warranty and Limitation of Liability.
ALL SERVICES PROVIDED UNDER THIS AGREEMENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND O2C SHALL NOT HAVE ANY LIABILITY TO ANY PARTY, INCLUDING BUT NOT LIMITED TO YOU, FOR THE CONTENT OF INFORMATION TRANSMITTED BY YOU THROUGH THE SERVICES OR ANY LOSS, DELAY, INTERRUPTION, OR INACCURACY OF SUCH COMMUNICATIONS. O2C 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, O2C 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. O2C ALSO DOES NOT MAKE ANY WARRANTY OR GUARANTEE FOR ANY PRODUCTS OR SERVICES PROVIDED BY VENDORS SUGGESTED BY O2C. NEITHER O2C NOR O2C’S SUPPLIERS SHALL IN ANY EVENT BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING BUT NOT LIMITED TO LOSS OF PROFIT OR OTHER MONETARY LOSS; LOSS OR INTERRUPTION OF DATA, RECORDINGS, COMPUTER TIME OR VOICE TRANSMISSIONS; ALTERATION OR ERRONEOUS TRANSMISSION OF DATA; ACCURACY OF DATA; INABILITY TO USE THE SERVICES TO CONTACT EMERGENCY SERVICES; UNAUTHORIZED ACCESS TO OR USE OF VOICE OR DATA PROCESSED OR TRANSMITTED BY, TO OR THROUGH THE SERVICE; OR PROGRAM ERRORS) EVEN IF O2C IS ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES. O2C SHALL NOT BE LIABLE FOR ANY FAILURE TO PERFORM, OR DELAY IN PERFORMANCE OF, ITS OBLIGATIONS UNDER THIS AGREEMENT CAUSED BY REASONS BEYOND O2C’s CONTROL. IN NO EVENT SHALL O2C’S TOTAL LIABILITY TO YOU ARISING UNDER THIS AGREEMENT, WHETHER SUCH THEORY OF LIABILITY IS BASED ON CONTRACT, TORT OR OTHERWISE, EXCEED AN AMOUNT EQUAL TO THE CHARGES (CALCULATED ON A PRO-RATED BASIS FOR ADVANCED PAYMENTS OF ALL CHARGES) BY O2C TO YOU FOR THE PARTICULAR SERVICE PERFORMED BY O2C DURING THE ONE MONTH PERIOD IMMEDIATELY PRIOR TO THE DATE OF EVENT, ACT OR OMISSION GIVING RISE TO THE LIABILITY. In the event some or all of the foregoing limitations in this Section 6 may not be effective in the applicable jurisdiction or to the extent the applicable law mandates a more extensive warranty, the applicable law will prevail over these terms.
- No Emergency Calls. O2C IS NOT A TRADITIONAL TELEPHONE SERVICE, AND THE LICENSED SERVICES ARE NOT INTENDED TO SUPPORT OR CARRY ANY EMERGENCY CALLS TO ANY EMERGENCY SERVICES OF ANY KIND. SUBSCRIBER NEEDS TO MAKE ADDITIONAL ARRANGEMENTS IN ORDER TO ACCESS EMERGENCY SERVICES.
- Contact. O2C MAY CONTACT SUBSCRIBERS OR INDIVIDUAL GLOBALMEET ACCOUNT HOLDERS AND MODERATORS TO COMMUNICATE INFORMATION REGARDINGGLOBALMEET SERVICE MAINTENANCE, UPGRADES, ENHANCEMENTS, END-OF-LIFE, MODIFICATIONS AND/OR OTHER FEATURE CHANGES, AND SHALL PROVIDE NOTICE TO BUYER OF SUCH COMMUNICATION AS SOON AS REASONABLY PRACTICABLE. O2C MAY ALSO FROM TIME TO TIME COMMUNICATE WITH THE SUBSCRIBER ABOUT PRODUCTS/ FEATURES IN ORDER TO PROVIDE ONGOING QUALITY CUSTOMER SERVICE TO O2C USERS.
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. Although One2Connect® is not responsible for any such communications; One2Connect® may suspend or immediately terminate Customer’s SMB Services upon any determined use of which One2Connect® is made aware. Use of conference recording or taping any use of the 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 recording or taping. Customer acknowledges and agrees that One2Connect® 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.
Privacy and Data Use
One2Connect® and Customer shall comply with any applicable data protection legislation existing in all jurisdictions in which this Agreement is performed (together, the “Data Protection Laws”). The provision of the SMB Services may involve the collection, processing, storage or recording of certain “Personal Data” or “Personal Information” (as defined by the applicable Data Protection Laws) of Participants. One2Connect® hereby undertakes that it will: (i) Use and process any such Personal Data, which may include but is not limited to first and last names, telephone numbers, access and connection data, account numbers and any other data connected to the SMB Services, for the purpose of providing and administering the Services and as outlined in the One2Connect®’s privacy statement; (ii) Process the Personal Data in accordance with Customer’s instructions for the duration of the Agreement in order to provision the Services; (iii) Implement and maintain commercially reasonable technical and organizational measures, insofar as it is possible, for the fulfilment of Customer’s obligations to respond to requests by Data Subjects (defined below); (iv) Take reasonable steps to destroy or permanently de-identify Personal Data when it no longer is necessary to retain it; (v) Ensure that its personnel authorized to process the Personal Data have committed themselves to confidentiality or are under appropriate statutory obligations of confidentiality; (vi) Impose similar obligations under this Privacy and Data Use section on any of its third party suppliers that process Personal Data by way of a written agreement; (vii) Notify the Customer of a “Personal Data Breach” as defined under the Data Protection Laws without undue delay after becoming aware of it; (viii) Implement appropriate security measures to ensure an adequate level of protection of the Personal Data; and (ix) Make available all information necessary to demonstrate compliance with the Data Protection Laws and allow for audits.
According to the Data Protection Laws, when applicable, One2Connect® acts as a “Data Processor” in relation to the Personal Data of Customer it processes on Customer’s behalf and Customer remains the “Data Controller” with respect to such Personal Data. The “Data Subjects” are the users of the SMB Services. Personal Data is collected, processed and/or stored by One2Connect®, its Affiliates and their third party suppliers in the United States of America, the United Kingdom, the European Union and the rest of the world.
Customer represents and warrants it has a valid lawful basis in order for One2Connect® to process the Data Subject’s Personal Data in connection with the SMB Services in accordance with applicable Data Protection Laws. One2Connect® processes Personal Data in accordance with its privacy statement acting as a Data Processor under Customer’s control.
ALL SMB SERVICES ARE PROVIDED “AS IS” AND “WITH ALL FAULTS” AND WITHOUT ANY WARRANTY. CUSTOMER UNDERSTANDS AND AGREES THAT ONE2CONNECT®‘S SMB SERVICES AND THE WEBSITE ARE PROVIDED “AS IS” AND “AS AVAILABLE.” ONE2CONNECT® 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. ONE2CONNECT® MAKES NO WARRANTY OR REPRESENTATION REGARDING ANY INFORMATION, MATERIALS, GOODS OR SERVICES OBTAINED THROUGH ONE2CONNECT®‘S SERVICE REPRESENTATIVES OR WEBSITES, OR THAT THE SMB SERVICES WILL MEET ANY OF CUSTOMER’S REQUIREMENTS, OR BE UNINTERRUPTED, TIMELY, SECURE OR ERROR FREE. USE OF THE SMB SERVICES AND WEBSITE ARE AT CUSTOMER’S SOLE RISK. ONE2CONNECT® IS NOT LIABLE FOR ACTS OR OMISSIONS OF OTHER SERVICE PROVIDERS, FOR INFORMATION OR CONTENT OF COMMUNICATIONS, THIRD PARTY SMB SERVICES, EQUIPMENT FAILURE OR MODIFICATION, OR CAUSES BEYOND ONE2CONNECT®‘S REASONABLE CONTROL.
Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL ONE2CONNECT®, OR ITS SUPPLIERS OR THEIR AFFILIATES, BE LIABLE FOR ANY INDIRECT, EXEMPLARY, SPECIAL, PUNITIVE, CONSEQUENTIAL OR INCIDENTAL DAMAGES WHATSOEVER OR LOSS OF GOODWILL, DATA OR PROFITS, OR COST OF COVER ARISING OUT OF, OR RESULTING FROM THE SMB SERVICES, THIS AGREEMENT OR ANY ORDER FORM REGARDLESS OF THE LEGAL THEORY OF RECOVERY, EVEN IF ONE2CONNECT® HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR DAMAGES THAT ARE REQUIRED BY LAW TO BE PAID, CUSTOMER AGREES THAT ALL DAMAGES ARE EXCLUDED EXCEPT FOR THE DIRECT DAMAGES THAT ARE ACTUALLY INCURRED BY CUSTOMER IN REASONABLE RELIANCE, UP TO THE LESSER OF THE AMOUNT OF A REFUND OF THE PRICE THAT CUSTOMER ACTUALLY PAID FOR THE SMB 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 HUNDRED DOLLARS (US $100).
Customer shall indemnify, defend and hold One2Connect®, its suppliers, their affiliates and their officers, directors, employees (the “One2Connect® 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 SMB Services (including without limitation, any person accessing the SMB Services using Customer’s account); (2) any fraud, misuse, manipulation, or actual or alleged violation of this Agreement, any Subscription or any applicable law, rule or regulation by Customer or any person accessing the SMB Services using Customer’s account; (3) any determined use by Customer or any person accessing the SMB Services using Customer’s account; and/or (4) any actual or alleged infringement or violation by Customer or any person accessing the SMB Services using Customer’s account of any intellectual property or privacy or other right of any person or entity.
One2Connect® 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 provided that the receiving party gives as much notice as is reasonably practical and provides reasonable assistance to the disclosing party in the disclosing party’s efforts, if any, to challenge the disclosure so required by law, rule or regulation. Notwithstanding the foregoing, the parties acknowledge that the receiving party shall not be required to return to the disclosing party or destroy those copies of Information residing on the receiving party’s backup, disaster recovery or business continuity systems and the obligations hereunder with respect to such Confidential Information shall survive until such Confidential Information is destroyed.