This Agreement ("Agreement") is between the individual or legal entity ("Customer") using, purchasing and/or opening an account for Services and The Conference Group which invoices Customer for the Services. Please read this Agreement carefully before installing, accessing, and/or otherwise using Services. By installing, accessing, and/or otherwise using Services, Customer agrees to be bound by this Agreement. Please maintain a copy for Customer's records. If Customer does not agree with the terms of this Agreement, do not utilize the Services.

Services Description

This Agreement governs the purchase and use of audio, video and web conferencing services and related products and services of The Conference Group ("The Conference Group Services") and its third party suppliers ("Third Party Services") (The Conference Group Services and Third Party Services are referred to collectively as the "Services"). The Conference Group may alter, expand, or reduce the features of the Services from time to time without notice to Customer. Customer agrees that The Conference Group's obligation to provide Services is conditioned upon Customer providing all information and assistance reasonably required to perform the Services and Customer hereby agrees to timely provide all such information and assistance. If provided, The Conference Group reserves the right to reclaim any dial-in numbers. Customer acknowledges that not all Services can be guaranteed from all locations including, but not limited to landlines, mobile telephones, pay phones or satellite phones due to various in-country, carrier or other restrictions. For the purpose of this Agreement, the term contract (“Contract”) refers to any Subscription Service Agreements or Service Agreements provided by The Conference Group.

1. Term

The Term of this Agreement ("Term") shall remain in effect until terminated in accordance with the provisions of this Agreement.

1a. Termination of the Agreement

Either Customer or The Conference Group may terminate this Agreement at any time for convenience upon notice to the other party. Termination of said Agreement in no way supersedes Terms agreed upon within a Contract between Customer and The Conference Group. The termination of any Contract shall not otherwise effect the Term of this Agreement or any other Contract.

This Agreement may be terminated by the non breaching party upon a material breach by the other party of a material provision of this Agreement and such breach is not cured within thirty (30) days after notice or within ten (10) days after notice if the breach is a payment breach. Customer shall pay for: (a) all Services rendered up to the date of termination; and (b) any minimum shortfall or future amounts due under this Agreement.

2. Payments, Rates, Charges and Taxes

2a. Payments and Charges

The Conference Group will invoice Customer electronically free of charge or via paper invoice for a fee. Customer agrees to make payment for all Services upon receipt of invoice, or such later date if specified on the invoice, to the location and in the manner directed on the invoice. Invoices not paid on a timely basis may be subject to interest or late fees. Customer must notify The Conference Group of any disputed charges within thirty (30) days from the date of the invoice, otherwise Customer will be deemed to agree to such charges and The Conference Group will not be subject to making adjustments to charges or invoices. Customer acknowledges and agrees that: all Services are charged the applicable rate, including all taxes, fees, and surcharges.

2b. Price Changes

Customer acknowledges and agrees that rates are subject to change at any time without The Conference Group providing specific notice to customer. Customer therefore agrees to carefully review each invoice prior to making payment and to notify The Conference Group of any rate disputes within thirty (30) days from the date of the invoice, otherwise Customer will be deemed to agree to such rates and to have waived any rights to dispute them if not raised within thirty (30) days from the date of the invoice.

2c. Unpaid Charges

In the event charges due are not timely paid in full for any reason, The Conference Group shall have the right to suspend Services until such time as all charges and applicable interest amounts and/or late fees have been paid. Such suspension shall not relieve Customer of any payment liability. The Conference Group reserves the right to reinstate Services only upon satisfactory assurance of Customer's ability to pay for Services. Customer agrees to reimburse The Conference Group for any costs, expenses, or fees expended by The Conference Group in connection with any collection efforts against Customer, including reasonable attorneys' fees.

3. Taxes, Fees and Surcharges

In addition to the rates for the Services, Customer shall pay all applicable fees, surcharges, and taxes now or hereafter attributable to the Services and included on Customer's invoice.

4. License

Subject to Customer's compliance with the terms and conditions of this Agreement and any Contracts, if executed, The Conference Group hereby grants Customer a non-exclusive license during the applicable Term to use the Services. Customer agrees that use of Third Party Services are subject to the license agreement of such provider. (View additional license agreement Terms and Conditions related the ReadyShow® suite of Services.) Except as specifically set forth herein, The Conference Group or its suppliers retain all right, title, and interest, including all intellectual property rights, relating to or embodied in the Services, including without limitation all technology, telephone numbers, web addresses, software, or systems relating to the Services. Customer agrees not to reverse engineer, decompile, disassemble, translate, or attempt to learn the source code of any software related to the Services. Customer may not resell the Services.

5. Responsibility for Customer's Accounts

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

6. Responsibility for Communications

Customer is the sole owner of content and solely responsible for the content of all communications (visual, written or audible) using Customer's accounts. Customer shall comply with all laws while using the Services; shall not transmit any communication that violates any law, court order, or regulation; shall not violate any third party rights in using the Services; and shall not use the Services in any way that damages The Conference Group's property and/or reputation or interferes with or disrupts The Conference Group's system or other users. Although The Conference Group is not responsible for any such communications, The Conference Group may suspend any such communications of which The Conference Group is made aware. Use of conference recording or taping any use of the Services by Customer may subject Customer to laws or regulations and Customer is solely responsible for and obligated to provide any required notification to participants prior to commencement of said conference. Customer acknowledges and agrees that The Conference Group 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.

7. Privacy and Data Use

The parties acknowledge and agree that: (i) The Conference Group may have access to personal data and will: (a) use it solely for the purpose of providing the Services; (b) process it only in accordance with Customer's instructions; and (c) take appropriate technical and organizational measures to prevent unauthorized or unlawful processing, accidental loss, destruction or damage to it.

8. Limited Warranty

All services are provided "as is" and without any warranty. Customer understands and agrees that The Conference Group's services and the website are provided "as is" and "as available". The Conference Group 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. The Conference Group makes no warranty or representation regarding any information, materials, goods or services obtained through The Conference Group's services or websites, or that the services will meet any of Customer's requirements, or be uninterrupted, timely, secure or error free. Use of the services and website are at Customer's sole risk. The Conference Group is not liable for acts or omissions of other service providers, for information or content of communications, third party services, equipment failure or modification, or causes beyond The Conference Group's reasonable control.

9. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE CONFERENCE GROUP OR ITS AFFILIATES, 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 SERVICES, THIS AGREEMENT OR ANY CONTRACT REGARDLESS OF THE LEGAL THEORY OF RECOVERY, EVEN IF THE CONFERENCE GROUP 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 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 FIVE HUNDRED DOLLARS (US$500).

10. Indemnification

Customer agrees to indemnify The Conference Group, its affiliates, suppliers and contractors and subcontractors, and to hold us harmless, from any claim, cost, liability or demand or any Third Party, including reasonable attorneys fees, which arises or is alleged to arise from (a) breach by Customer; or (b) violation by Customer of any law or of the rights of any Third Party.

11. Export and Import Control Laws and Regulations

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 related software. Without limiting the foregoing, Customer acknowledges that the Services and any related software are or may be an "encryption item" subject to controls under the Export Administration Regulations promulgated by the U.S. Department of Commerce. Customer agrees not to export or re-export the Services or any related software in any form in violation of the export laws of the United States or any foreign jurisdiction.

12. Enforceability/Waiver

If any part of this Agreement is determined 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 allocation of risks, and the remainder of the Agreement will continue in effect. If any provision(s) is found to be contrary to law, then such provision(s) will be construed, as nearly as possible, to reflect the intentions of the parties with the other provisions remaining in full force and effect. The Conference Group's failure to exercise or enforce any right or provision of this Agreement will not constitute a waiver of such right or provision unless agreed to by The Conference Group in a non-electronic writing manually signed by a duly authorized representative of The Conference Group. If there is any law, rule, regulation or policy that causes The Conference Group to be regulated or that causes the Agreement or Services to be in conflict with such law, rule, regulation or policy, The Conference Group may terminate or modify the affected Services without liability.

13. Miscellaneous

Customer authorizes The Conference Group's monitoring including recording of calls for the purposes of quality assurance and Customer further consent to The Conference Group's use of automatic dialing equipment to contact Customer. Customer may not assign this Agreement or any Contract to any other person or entity without The Conference Group's prior written approval, but nothing restricts The Conference Group's ability to assign this Agreement or any Contract or subcontract the Services hereunder.

14. Governing Law; Exclusive Forum; Jurisdiction

This Agreement shall be construed in accordance with the laws of the state of Delaware without regard to the conflict of laws.

15. Force Majeure

The Conference Group will not be held responsible for any delay or failure in performance of any part of this Agreement if and to the extent that such delay or failure is caused by: fire, flood, lightening, explosion, war, act of terrorism, strike, embargo, labor dispute, government requirement, civil or military authority, act of God or nature, inability to secure materials or transportation facilities, act or omission of third party carriers or suppliers, act or failure to act of any Governmental authority, computer viruses or worms, computer sabotage, ‘Denial of Service’ attacks, DNS spoofing attacks and/or other hacking attacks of a similar nature, or any other causes beyond The Conference Groups reasonable control, whether or not similar to the foregoing. The occurrence of an event of force majeure shall not relieve Customer of obligation to pay The Conference Group for Services used by Customer prior to the occurrence of such event, or which may become due by Customer thereafter on account of Customers continued use of such Services after such occurrence. Failure of The Conference Group to perform under this Agreement because of the occurrence of an event of force majeure the effect of which lasts more than forty five days shall be grounds for termination of the Service(s) affected by that event, but not of the entire Agreement.

16. Entire Agreement

This Agreement is addition to Contract(s), if any, executed by the parties, constitute the entire Agreement between The Conference Group and Customer with respect to the Services. If any provision of this Agreement is held to be invalid, void, or unenforceable, than such provision shall be deemed null and void without invalidating the remaining provisions hereof. A waiver of any breach of this Agreement shall not be deemed a waiver of such a party’s right to enforce such terms and conditions at any time.

17. Notices

Notices from The Conference Group to Customer under this Agreement may be sent by mail, email, fax or other electronic media and will be considered given upon delivery to the physical address, fax number, email address or other contact information provided by Customer for billing or account management purposes. Notices to The Conference Group must be sent to the address mentioned in The Conference Group's invoice to Customer. Alternate contacts are as follows: Fax: 302-709-8241; Email: legal@conferencegroup.com. All notices must be in English.

18. Modification

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

Revised March 1, 2010