Conference America

1. Events. a. Acceptance of Terms and Conditions. These Terms and Conditions, your Account Application, Credit Card Authorization Form and Agreement and the User Policies (as defined below) (collectively, the Agreement) govern your use of and participation in our current or future events, including, but not limited to, conference calls, replay, fax services, WebEcho, VOSN (the Events) and all services associated with such Events. You acknowledge that you have read and unconditionally agree to these Terms and Conditions, as may be amended by us from time to time upon notice (via e-mail, web site posting or otherwise) to you. You warrant and represent that you are authorized to purchase and use our Events and that you are at least 18 years of age. You also warrant that all information you provide under this Agreement is true and complete and that you will promptly update such information to maintain its accuracy. b. User Policies. You will use the Events in accordance with these Terms and Conditions and our written instructions and policies, provided or accessible to you from time to time on our web site (the User Policies). We may modify such User Policies from time to time upon notice (via e-mail, web site posting or otherwise) to you. You warrant that your use of the Events will not violate any applicable laws, rules or regulations. You will not, either indirectly or directly, interfere with, corrupt, damage or disrupt our Events, web site, or hardware, software or facilities. You will not remove or modify any copyright, trademarks, service marks, confidentiality or other proprietary notice or marking appearing on any materials relating to the Events or web site.

2. Account Security. Depending on the Event, you may receive access telephone numbers, access codes or URLs upon completing the Event registration process. You are responsible for maintaining the confidentiality or security of, and are fully responsible for all activities that occur, to your access telephone numbers, passcodes, URLs and accounts, and you agree to immediately notify us of any unauthorized use thereof. We cannot and will not be liable for any loss or damage arising from your failure to comply with this Section 2. You will be responsible for any and all amounts charged to your account regardless of prompt notification of unauthorized use or fraudulent use of your account, except to the extent such unauthorized use is caused by our gross negligence.

3. Event Levels. You acknowledge that interruptions and loss of Events may occur as a result of maintenance or repairs to our Events or web site, unexpected outages or interruptions (including, but not limited to, a force majeure event under Section 15 below), or an act or omission by you or any third party. We will not incur any liability as a result of any such interruption or loss.

4. Proprietary Rights. We own and will retain all rights and interests in and to our Events, web site and each component thereof, including, but not limited to, all copyrights, patents, trademarks, trade secrets and other proprietary rights. You will not have, acquire or assert any rights in our Events, web site or components, and will not, without our prior written consent, copy, reproduce or distribute in any manner any of the content, data or information available through our Events or web site.

5. Fees and Expenses.
a. Payment. You will pay for the Events in accordance with our standard list price and standard payment terms that are applicable to you at the time of your participation in the Events. For use of the Events (by you or any and all authorized and unauthorized users accessing or using your account), you will pay us all amounts due including, but not limited to amounts due for any Events and other fees and charges under this Agreement in local currency. For example, if you establish an account with an initial billing address in the United States, then all prices that we list or quote to you will be invoiced and paid in U.S. dollars (USD). If you establish an account with an initial billing address located in Canada, then all prices that we list or quote to you will be invoiced and paid in Canadian dollars (CAD). Unauthorized users may include anyone that accesses or uses Events under your account without your express permission as a result of fraud or otherwise. For all events that are billed based on elapsed time, time is measured for billing purposes based on the number of one-minute blocks of time, or portion thereof, during which participants are connected to our equipment. Our billing system tracks sixty one-minute blocks for each hour of each day. The duration of participation for participants will begin with the first such minute block during all or part of which such participants are connected, and will end with the last such minute block during all or part of which such participants are connected. We may, at our discretion, apply your payments to any outstanding amounts you owe us for the Events. You will pay all applicable international, federal, state, and local taxes, surcharges and fees, including, but not limited to, universal service fees, sales, use and other taxes relating to the Agreement or your use of our Event. All services are subject to a percentage "taxes and fees" surcharge, which may be adjusted from time to time, to cover such taxes and fees and any other costs or charges associated with such services and not specifically included in the price. You are responsible for all fees or charges assessed by your telecommunications or Internet provider that may be incurred as a result of your use of and participation in our Events. You will reimburse us for all expenses and legal fees incurred by us in enforcing our rights under the Agreement. Invoices paid by credit card are not subject to the prompt payment discount, if any, available to non-credit card customers. Standard pricing for services: Operator Handled Calls $0.425 per participant minute; AlwaysOn Calls $0.300 per participant minute; Dial Meet Me $0.405 per participant minute; Activate/Deactivate Maintenance Fee $74.95 per leader account; Question & Answer $0.250 per participant minute; and Replay $0.425 per participant minute. For pricing on the other services contact Conference America, Inc. at 800-925-8000. If you initially connect to AlwaysOn or other non-operator assisted services and then elect to use operator services, then the call will be billed at the highest applicable rate based on the operator services used. Scheduled Events with more than 100 participants are Special Events. Unused Line Fees may apply to these events. Contact Conference America, Inc. at 1-800-925-8000 for additional details. We may modify all rates and pricing from time to time, with or without notice. If you believe you have been incorrectly charged any fees for an Event, then you must notify us of such disputed fees within 60 days from the date of such Event that incurred the disputed fees or waive your right to dispute those fees. We require written notification of all disputed fees and such notification must be delivered in accordance with Section 18. We may reimburse you, at our discretion, for all disputed fees.

b. Late Fees and Dishonored Check. If you do not pay any amount when due, then you will pay us interest of 1.5% per month on all such overdue amounts until paid and we may apply your deposit to any amount due as further described in Section 6. If any check, draft or similar instrument that you remit to us in payment of charges owing under this Agreement is not paid or dishonored by a financial institution, then you also will pay us a fee of $25.00 or the maximum amount allowed by applicable law, whichever is greater.

6. Credit Authorization and Deposits. We may check your financial status and credit history from any sources, at any time, to determine creditworthiness. We may, in our sole discretion, require you to make a reasonable deposit(s) to be held by us as a guarantee of the payment of amounts due under this Agreement. We may apply the deposit to any amounts you may owe under this Agreement and require you to make an additional deposit. At the time the Agreement is terminated, we will credit the amount of the deposit to any amount due and owing by you to us, and any remaining amount of the deposit will be refunded to you. Interest will be paid on all sums retained on deposit by us only to the extent required by law.

7. Warranty Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THE AGREEMENT, WE PROVIDE OUR EVENTS AND WEB SITE ON AN “AS IS” AND “AS AVAILABLE BASIS” AND MAKE NO WARRANTY OR REPRESENTATION OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO OUR EVENTS AND WEB SITE, AND WE HEREBY DISCLAIM ALL SUCH WARRANTIES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, DESCRIPTION AND FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. EXCEPT AS EXPRESSLY SET FORTH IN THE AGREEMENT, WE MAKE NO WARRANTIES OR GUARANTEES THAT THE PERFORMANCE OF OUR EVENTS, WEB SITE OR CONTENT THEREON WILL BE UNINTERRUPTED, TIMELY OR FREE FROM ERRORS.

8. Liability Limitation. EXCEPT AS EXPRESSLY SET FORTH IN THE AGREEMENT, YOUR SOLE REMEDY, AND OUR SOLE OBLIGATION, WITH RESPECT TO ANY BREACH OF THE AGREEMENT OR FAILURE OR ERROR OF OUR EVENTS WILL BE FOR US TO USE COMMERCIALLY REASONABLE EFFORTS TO RESTORE OR CORRECT SUCH EVENTS EXCEPT THAT WE MAY AT OUR SOLE DISCRETION REFUND ALL OR PART OF THE FEES ASSOCIATED WITH EVENT LOSS OR INTERRUPTION. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY UNDER ANY CIRCUMSTANCES (INCLUDING, BUT NOT LIMITED TO, ANY THEORIES OF BREACH OF CONTRACT OR WARRANTY OR TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE OR STRICT LIABILITY)) FOR ANY DAMAGES, WHETHER COMPENSATORY, DIRECT, SPECIAL, EXEMPLARY, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, ANY COSTS TO PROCURE SUBSTITUTE EVENTS OR ANY LOST PROFITS, DATA OR BUSINESS, LOSS OF USE OR BUSINESS INTERRUPTION RELATING TO OUR EVENTS (OR ANY UNAVAILABILITY THEREOF), EVEN IF WE KNEW OF THE POSSIBILITY OF SUCH DAMAGES.

9. Indemnification. You will indemnify, defend (at our election) and hereby release us, our directors, our officers and our employees from all losses, damages, penalties, costs and expenses (including, but not limited to, legal fees) caused by, arising from or relating to information provided by you or your use of or participation in our Events or web site or your breach of the Agreement.

10. Termination of Events. We may immediately terminate or suspend your account and use of our Events if you breach the Agreement or if we reasonably believe that your use of the Events may violate any applicable law or regulation or agreement or threaten our security of or damage to our information, data, software, hardware or facilities. Upon termination of your use of the Events, you will promptly return to us all data, materials, Confidential Information (as defined below) and our other properties held by you with respect to the Agreement. Notwithstanding anything to the contrary in the Agreement, Sections 4, 5, 7, 8, 9, 10, 11, 13, 15, 16, and 17 of these Terms and Conditions will survive termination of your account.

11. Confidentiality. Our "Confidential Information" means information, in any form, of or relating to us, our customers, users, vendors or licensors or the Events and that is not generally known to the public (including, but not limited to, our pricing terms). You will not, and will cause anyone that uses your accounts to not, directly or indirectly, disclose or use our Confidential Information. You may use our Events solely for your own internal purposes. You may only make copies of such Confidential Information as is necessary in connection with your use of such information that is expressly permitted in this Section 11. You will use best efforts to protect our Confidential Information from unauthorized disclosure and use. We may seek equitable relief (in addition to any other remedies) to enforce this Section 11. Your obligations under this Section 11 will continue (i) with respect to Confidential Information that is a trade secret under applicable law, for the longer of five years after the term of the Agreement or until such Confidential Information no longer is a trade secret under applicable law, and (ii) with respect to all other Confidential Information, for five years after the termination of the Agreement.

12. Privacy. For more information on our practices with respect to customer information collection, use and disclosure practices, please review our privacy policy that also governs your use of and participation in our Events. You may review our privacy policy by clicking the privacy policy icon on our web site at www.yourcall.com

13. Entire Agreement; Amendment. These Terms and Conditions, the User Policies, Credit Card Authorization Form and Agreement and the Account Application are the entire agreement between the parties with respect to your use of the Events and supersede all agreements, understandings, discussions, warranties and representations, in any form, express or implied, between the parties prior to the Agreement and related to the Events. Except as otherwise provided in this Agreement, the Agreement may only be amended by a writing signed by each party.

14. Assignment. You will not assign the Agreement without our prior written consent.

15. Force Majeure. We will not be liable for any failure or delay in performance to the extent caused by any event beyond our reasonable control, including, but not limited to, an act of God; flood; riot; fire; explosion; judicial or governmental act; terrorism; military act; labor dispute; third party act or omission; failure of utility or telecommunications facilities; virus, worm, trojan horse or other code, command, file or program designed to interrupt, destroy or limit the functionality of any software, hardware or equipment; Internet slow-down or failure; or any weather condition or event.

16. Governing Law. The Agreement will be governed by and construed in accordance with the laws of the State of Alabama. Any action or proceeding arising out of this Agreement must be brought in the state or federal courts located in Montgomery County, Alabama and you hereby consent to jurisdiction and venue in such courts and waive any objection to such jurisdiction on the grounds that it is an inconvenient forum or any similar grounds. You consent to the service of process in any action or proceeding relating to this Agreement by notice to the address of record for your account. Nothing will prevent us from seeking or enforcing any judgment against you in any other jurisdiction.

17. Severability; Waiver. All provisions of this Agreement are severable, and any provision of this Agreement found by a court of competent jurisdiction to be invalid or unenforceable will not affect the validity or enforceability of any other provision of this Agreement. To the extent legally permissible, the parties will replace any illegal, invalid or unenforceable provision of this Agreement with a valid provision that will implement the intended purpose of the illegal, invalid or unenforceable provision.

18. Notice. Any notices under this Agreement will be in writing and delivered to the following address or facsimile number: Conference America, Inc., 7079 University Court, Montgomery, Alabama 36117, Facsimile: (334) 260-0707 (or at such other addresses or facsimile numbers as we may from time to time provide you.)