GlobalMeet Terms of Service

These GlobalMeet Terms of Service (“Terms of Service”) govern the sale of all Services (as defined below) by GlobalMeet to a given customer (“Customer” or “you”) pursuant to any separate master services agreement or terms and conditions (“MSA”) in place between Customer and GlobalMeet, as well as any service order, subscription license order, or other ordering document (each, an “Order”) between Customer and GlobalMeet that references these Terms of Service or the MSA. The MSA, these Terms of Service, and all Orders in place between GlobalMeet and Customer collectively constitute the “Agreement.” Each of GlobalMeet and Customer is referred to as a “party,” and together they are called the “parties.”

1. Orders

Customer may order Services from GlobalMeet through one or more Orders and will pay GlobalMeet for all included Services at the stated rates, pricing, fees, and other charges (“Pricing” or “Prices”).

2. Pricing and Payment

2.1 Service Fees

Charges associated with Services, which may include non-recurring and recurring charges (the “Service Fees”), will be described in the applicable Order. GlobalMeet may invoice for all known and easily estimable Service Fees in advance, while all other Service Fees will be invoiced in arrears. When Customer requests or directs Services by contacting GlobalMeet by phone, email, or instruction form, resulting Service Fees will be invoiced as provided on the applicable Order or on Customer’s billing cycle. Amounts stated on each invoice are due within 30 days after the date of the invoice (the “Due Date”).

2.2 Commitments

This section applies when Customer commits to purchase a minimum quantity of Services, such as level, duration, quantity of attendees, or some other measure.

Customer may increase minimum commitments during a given Term, such as increasing the permitted number of attendees for Events; in this event: (a) incremental Service Fees will be charged at the original Order’s Pricing; (b) the increase in commitment will be coterminous with the original Order; and (c) the aggregate, increased commitment amount will renew for the next Term.

Customer may decrease minimum commitments, applicable for the next renewal Term, by providing GlobalMeet 30 days’ written notice before the end of the current Term. Decreases in minimum commitment may cause changes in Pricing rates and/or loss of features or capacity of the Services.

2.3 Taxes and Other Fees

Prices set forth in any Order do not include taxes (excluding GlobalMeet’s income taxes), as well as all charges such as those for universal support mechanisms[1], that are imposed or assessed on GlobalMeet by any government authority, utility, or similar in relation to the Services (collectively, “Taxes”). Customer will pay, and GlobalMeet reserves the right to collect, all Taxes. To claim exemption from any Taxes, Customer must provide GlobalMeet with a current, valid exemption certificate or GlobalMeet must charge Taxes.

2.4 Payments; Invoice Disputes; Late Payments

All Customer payments will be made by electronic funds transfer, ACH, or credit card pursuant to the terms of Section 2.5 below, and GlobalMeet reserves the right to apply payments in order of the oldest outstanding undisputed invoice. Payment may be made in U.S. Dollars, the currency actually billed by GlobalMeet, or any other currency GlobalMeet chooses to accept from Customer.

Customer will pay all undisputed charges, and Customer must notify GlobalMeet of any disputed charge with supporting documentation, by the Due Date.

In the event Customer fails to make full payment of undisputed amounts within 10 days after the Due Date, GlobalMeet may charge, and Customer agrees to pay, interest at the lesser of (i) 1.5% per month or (ii) the maximum lawful monthly rate under applicable law, computed against the overdue balance starting from the Due Date, as well as any collection costs reasonably incurred by GlobalMeet to collect overdue amounts. GlobalMeet may suspend Customer’s access to Services and may refuse to accept new Orders if Customer has failed to timely pay or if GlobalMeet determines that Customer may be unlikely to meet obligations as they become due.

2.5 Credit Card Payments

For any amounts paid by a credit or debit card: (a) if payment is not timely received by GlobalMeet from the card issuer or its agents, Customer shall pay all amounts due within three business days of demand by GlobalMeet; (b) Customer authorizes GlobalMeet to charge its designated card for consumed Services on the billing cadence (e.g., monthly) set forth in the Order; and (c) Customer is responsible for resulting credit card processing fees. When Customer provides credit card information, Customer: (i) represents and warrants that Customer is the authorized user of the designated card; (ii) agrees to promptly notify GlobalMeet of any changes to the account number, expiration date, or billing address, or of expiration or cancellation; and (iii) agrees to immediately provide a replacement card in the event the card expires or is cancelled, closed, or replaced.

3.  Services

3.1  General

The term “Services” includes all GlobalMeet services, as detailed in Section 3.2 (Services Offerings) below, purchased by Customer. Customer agrees to use the Services only in accordance with the terms and conditions of the Agreement. GlobalMeet may provide Services directly or through a corporate affiliate(s), a third party, or some combination of these. GlobalMeet may use agents, contractors, or subcontractors to perform tasks and functions under the Agreement; as between Customer and GlobalMeet, GlobalMeet will remain responsible for performance of all such duties. Customer understands and agrees that both Customer and GlobalMeet may use third-party vendors and partners to provide the hardware, software, and related technology required to provide and use the Services.

3.2 Services Offerings

3.2.1 SaaS Platform Services

As part of its Services, GlobalMeet operates a software-as-a-service (SaaS) application, including various features and tools, improvements, updates, releases, and corrections to that application, that facilitates webcasting events (collectively, the “Platform”). See additional Platform Services descriptions, terms and conditions, and add-on Service offerings in the applicable Order.

GlobalMeet offers use of the Platform as a subscription-based “Service” Customer may purchase via Orders. Once subscribed, Customer may access and use the Platform to produce “Webcast Event(s).” With a purchased Platform subscription, GlobalMeet grants Customer a non‑transferable, non‑exclusive and revocable subscription right, without the right to grant sublicenses, to access and use the Platform for the stated number of concurrent events, attendees, or any other usage details stated on the Order, for the Term, for the exclusive use by Customer for Customer’s business-related purposes.

Alternatively, GlobalMeet may itself use the Platform to produce Webcast Events, as a Service available for purchase by Customer.

3.2.1.1 Platform Modifications and Releases

New releases to the Platform may add, enhance, or change the features and services available, some of which may require additional Service Fees.

3.2.1.2 Interoperability of Third-party Offerings

The Platform may interoperate with, integrate with, or be used in connection with third-party software, services, or other offerings, governed solely by the terms and conditions offered by its provider. In order to use a feature in connection with a third-party service, Customer must have a subscription or license. GlobalMeet may modify the Platform from time to time; if a third-party service no longer functions properly with the Platform, Customer will not be entitled to any refund, credit, or other compensation.

3.2.2 Professional Services

“Professional Services,” means any of the Services listed below or other professional Services offered by GlobalMeet, whether provided by or on behalf of GlobalMeet and whether performed from GlobalMeet’s location, virtually, or at a location designated by Customer. See additional Professional Services descriptions, additional terms and conditions, and ancillary and add-on service offerings in the applicable Order.

• Webcast Events:
  • Managed Events
  • Operator Assist
  • Virtual Events
  • Hybrid Events
• Custom Integrations
• Other associated Services

For purchased Professional Services, GlobalMeet will perform the Professional Services as described in the applicable Order. The parties may modify the work to be provided via an Order amendment signed by both parties.

3.2.3 Third-party Solutions

Through use of Services, Customer may receive access to third-party services or applications, such as plugins or sites (“Third-party Solutions”), which are not within GlobalMeet’s control or responsibility and for which GlobalMeet is not responsible or liable. In order to purchase a given Third-party Solution, Customer may first be required to accept terms and conditions required by the third-party provider.

3.3 Personnel

GlobalMeet will choose, supervise, and control the personnel and contractors involved in performing Services. GlobalMeet’s personnel and contractors will abide by reasonable security requirements if performing Services at Customer-designated sites. Customer may request the removal of any individual performing Services if Customer: (i) reasonably believes that individual is not qualified to perform the work; and (ii) provided GlobalMeet written notice of the problem and a reasonable opportunity to cure. GlobalMeet will make all final personnel decisions. Customer agrees, during the Term and for a year thereafter, not to recruit, solicit, or otherwise hire or attempt to hire or otherwise engage the employees or contractors of GlobalMeet.

3.4 Beta Versions

With respect to any Beta version of any Services (“Beta Services”) made available to Customer for purposes of evaluation and feedback, Customer acknowledges Beta Services may contain bugs, errors and other problems and are provided “as-is” and without warranty. To the extent permitted by law, GlobalMeet disclaims any warranty or liability obligations of any kind with respect to Beta Services. Customer further acknowledges the importance of communication with GlobalMeet during use of Beta Services and hereby agrees to receive related correspondence and updates from GlobalMeet and its suppliers. In the event Customer opts out from such communications, use of Beta Services may be cancelled. Customer acknowledges GlobalMeet has not made any representations, promises or guarantees that Beta Services will ever be announced, made available in the future, or continue to be available to Customer. If GlobalMeet determines, in its sole discretion, that any conditions of and/or limitations on Beta Services have been violated, GlobalMeet reserves the right to terminate access to Beta Services immediately and without notice. With respect to Beta Services, to the extent of any conflict between this paragraph and any other terms in place between Customer and GlobalMeet, the terms of this paragraph will govern.

4. Customer Restrictions and Obligations

Customer is responsible for all activities that occur under Customer’s account. Customer agrees to maintain the security of Customer’s Platform and Services access information and to notify GlobalMeet immediately in the event of any compromise. GlobalMeet will monitor bridge activity relating to the Services for quality assurance and fraud detection and gather system data. GlobalMeet reserves the right to investigate complaints or violations brought to our attention and may take corresponding actions as it deems appropriate.

The parties acknowledge that it is essential for the successful delivery of Services that each party cooperates fully with the other in the performance of an Order, notifies the other on a timely basis as to any technical difficulties, and cooperates in good faith with the other to overcome technical difficulties.

Customer agrees to ensure no content published, uploaded, recorded, or otherwise transmitted through the Services infringes any intellectual property rights or is unlawful, threatening, abusive, harassing, libelous, deceptive, fraudulent, invasive of another’s privacy, vulgar, obscene, or otherwise objectionable. Customer shall comply with and ensure the Services are used in accordance with all applicable laws.

Customer shall not resell or act as a broker for the Services. Customer may not transfer rights in the use of the Platform or the Services, whether through loan, rental, security interest, or otherwise. Customer shall not attempt to derive source code (e.g., reverse engineering, decompiling, or the like) from the Platform or Services and shall not remove, alter, or obscure any copyright or other notice of ownership or proprietary rights.

Customer acknowledges GlobalMeet does not provide traditional telephone service, and the Services are not intended to support or carry any emergency calls or high-risk operations that require fail-safe controls or systems.

The Services may allow event recording and collection and use of identifying information about attendees, all of which may subject Customer to laws or regulations. Any recording undertaken in connection with the Services by Customer or your users must fully comply with applicable laws and privacy obligations.

If Customer or your end users use the Services for direct marketing purposes or collect personal information through use of Services, it shall be Customer’s sole responsibility including obtaining necessary consents and providing required notices.

Customer agrees that GlobalMeet may contact Customer with information relevant to your purchase and use of the Services, including billing communications, even if Customer has opted out of receiving other communications or notices.

5. Confidential Information and Non-Disclosure

Each party acknowledges that, in the course of performing its duties under this Agreement, it may obtain information from the other party that is of a confidential or proprietary nature (“Confidential Information”). Specifically, Agreement terms and conditions and Pricing constitutes Confidential Information of GlobalMeet. Each party and its employees and agents shall at all times keep Confidential Information in trust and confidence and shall only use it in the course of performance under this Agreement. Each party further agrees to promptly destroy Confidential Information in its possession, custody, or control upon termination of this Agreement or upon the written request of the other party.

6. Customer Content

Customer warrants and represents that it is the owner or licensee of any content, information, or other intellectual property that Customer or any end user publishes, uploads, records, or otherwise transmits through the Services (“Customer Content”). Customer acknowledges that GlobalMeet has no control over the Customer Content and does not examine Customer’s use of the Services or the nature of the Customer Content. Customer hereby grants to GlobalMeet a worldwide, non-exclusive, royalty-free license to use, prepare, assemble, format, reproduce, transmit, and store Customer Content, and to allow third-party providers to do so as well, as reasonably necessary to provide Services. GlobalMeet agrees to take commercially reasonable precautions to prevent unauthorized access to Customer Content from within GlobalMeet’s network, and Customer agrees that GlobalMeet has no obligation with respect to Customer Content after it leaves GlobalMeet’s network.

7. Data and Data Rights

Customer consents and agrees to GlobalMeet’s Privacy Policy available at www.globalmeet.com, which GlobalMeet may update from time to time, and Customer acknowledges and agrees that any use, collection, transmitting, storing, and processing of personal data of Customer and end users will be subject to the then-current version of such policy. Customer hereby agrees that GlobalMeet may, and grant GlobalMeet a license to, aggregate data on an anonymized (i.e., de-identified) basis about use of the Services under Customer’s account, subject to applicable law. GlobalMeet may use such data perpetually for reasonable business purposes. GlobalMeet owns all right, title, and interest in and to all data and information collected or generated in the course of Customer’s or your end users’ use of the Services, excluding anonymized, aggregated data as described above and excluding Customer Content.

Customer authorizes GlobalMeet to exchange data to and from third party service and technology providers on Customer’s behalf in order to furnish the Services and any purchased third-party offerings, subject to reasonable security precautions.

The Services use servers located in the United States only. Accordingly, except for the USA, the Services are not intended to be used in any country that requires personal data to remain on in-country servers. Customer agrees to use the Services in compliance with applicable data privacy localization requirements. Customer acknowledges and agrees that use of the Services within certain high-risk locations carries certain inherent risks due to government rules and regulations, business environment, limitations on telecommunications or internet service access, and/or data privacy and localization requirements, and that any such use is at Customer’s sole risk.

By using the Services or GlobalMeet websites, Customer agrees to the use of cookies, which GlobalMeet uses to facilitate their use. More information about use of cookies is contained in GlobalMeet’s Privacy Policy available at www.globalmeet.com.

8. Intellectual Property Rights

Customer acknowledges and agrees that the following items are and shall remain the sole and exclusive property of GlobalMeet or its suppliers or licensors, that Customer has no claim of interest therein, and they shall not be deemed to be a work made for hire under any circumstances: (i) any and all software, including without limitation the Platform, provided as a Service or used to create or deliver any Service; (ii) all preexisting intellectual property rights of GlobalMeet; and (iii) all systems and methods of GlobalMeet and/or its partners, contractors, or employees used to transport any media relating to the Services.

Slides, graphics, videos, photographs, designs, creative works of Customer, and any item with a look and feel that is designed by or for the benefit of Customer, if produced by GlobalMeet for Customer, shall be deemed a work made for hire (within the meaning of the United States Copyright Act of 1976, as amended) owned by Customer, and GlobalMeet will cooperate with Customer in placing copyright notices, restrictive legends, or other markings upon same as requested and as reasonably practicable.

Except as required to use the Services, Customer has no right or license to use any trademarks or trade name owned by, licensed to, or associated with GlobalMeet (the “GlobalMeet Marks”) without express written consent. Customer will immediately cease and desist any previously permitted use of the GlobalMeet Marks upon notice from GlobalMeet or termination of the relevant Order.

GlobalMeet welcomes ideas, suggestions, comments and/or other feedback (“Feedback”) regarding the Services, which shall be deemed to be non-confidential; GlobalMeet shall be free to use Feedback on an unrestricted basis and will be the exclusive holder of intellectual property rights resulting from the Feedback.

Customer hereby agrees that GlobalMeet is permitted to identify Customer as a customer of GlobalMeet and use Customer’s company name, trademarks, trade names, and logos on GlobalMeet’s website and in presentations, marketing emails, and other marketing materials, and develop marketing content regarding your relationship with GlobalMeet, such as case studies and white papers, in compliance with any Customer marketing and branding guidelines provided to GlobalMeet.

If GlobalMeet receives a complaint that use of the Services infringe intellectual property or proprietary rights, GlobalMeet may reject or deny access to any implicated person or entity and may remove associated Customer Content, whether or not the complaint is a formal “takedown request.”  Any person who believes intellectual property or proprietary rights have been infringed by the Services may notify GlobalMeet.

9. Warranties and Limitations

9.1 Authority 

Each party represents and warrants that it has the power and authority to enter into and perform its obligations under the Agreement.

9.2 Limited Warranty

GlobalMeet hereby warrants that it will provide the Services in a professional manner by personnel of a skill and competence consistent with prevailing norms for a company that provides such services. If Customer brings to GlobalMeet’s attention within 30 days after performance any Service not substantially conforming to this warranty, GlobalMeet will re-perform such non-conforming Services as Customer’s sole and exclusive remedy for breach of this warranty. If GlobalMeet is unable to re-perform within 30 days as described above, Customer will be entitled to credit for the Service Fees attributable to the non-conforming portions of the Services.

EXCEPT AS EXPRESSLY PROVIDED HEREIN: (i) ALL SERVICES PROVIDED BY GLOBALMEET ARE PROVIDED ON AN “AS-IS” AND “AS-AVAILABLE” BASIS, AND GLOBALMEET DISCLAIMS ALL REPRESENTATIONS, WARRANTIES, AND COVENANTS, EXPRESS OR IMPLIED, REGARDING THE SERVICES; (ii) GLOBALMEET SHALL NOT HAVE ANY LIABILITY FOR CUSTOMER CONTENT, INCLUDING ANY LOSS, DELAY, INTERRUPTION, OR INACCURACY THEREOF; (iii) ANY MATERIAL OR DATA OBTAINED OR PROVIDED THROUGH USE OF THE SERVICES IS AT CUSTOMER’S RISK; (iv) GLOBALMEET DOES NOT MAKE ANY WARRANTY OR GUARANTEE FOR PRODUCTS OR SERVICES PROVIDED BY ITS SUPPLIERS OR LICENSORS, EVEN IF SUPPLIED OR SUGGESTED BY GLOBALMEET; (v) GLOBALMEET IS NOT RESPONSIBLE FOR THE TECHNOLOGY USED TO PROVIDE AND USE THE SERVICES, OR FOR ISSUES OUTSIDE OF ITS CONTROL SUCH AS INTERCEPTION OF COMMUNICATIONS OR CHANGES OR LOSSES OF DATA THROUGH THE INTERNET, OR FOR ANY IMPACT ANY OF THESE MAY HAVE ON THE SERVICES, OTHER THAN TO THE EXTENT CAUSED SOLELY BY GLOBALMEET; AND (vi) DESPITE COMMERCIALLY REASONABLE SECURITY PRECAUTIONS, USE OF OR ACCESS TO THE INTERNET MAY PERMIT ILLEGAL ACCESS TO THE SERVICES, DATA, AND/OR CUSTOMER CONTENT, AND GLOBALMEET DOES NOT GUARANTEE ANY SUCH CONNECTION OR TRANSMISSION.

9.3 Limitations of Damages

NEITHER GLOBALMEET NOR ITS SUPPLIERS OR LICENSORS SHALL BE LIABLE FOR SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, EVEN IF ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES. TO THE GREATEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL GLOBALMEET’S TOTAL LIABILITY ARISING UNDER THE AGREEMENT EXCEED THE CHARGES PAID BY CUSTOMER (PRORATED IF PREPAID) TO GLOBALMEET FOR THE PARTICULAR SERVICE PERFORMED BY GLOBALMEET OR, IF NOT TIED TO A PARTICULAR SERVICE, DURING THE ONE-MONTH PERIOD CONCLUDING ON THE DATE OF EVENT, ACT OR OMISSION GIVING RISE TO THE LIABILITY. THESE LIMITATIONS OF LIABILITY ARE INDEPENDENT OF ANY EXCLUSIVE REMEDIES AND WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF SPECIFIED REMEDIES.

9.4 Allocation of Risk

Customer acknowledges and agrees that the Service Fees charged by GlobalMeet reflect the overall allocation of risk as agreed by the parties, that the disclaimers and limitations set forth above form an essential portion of the basis of the bargain between the parties, and that a modification of these provisions would necessarily increase the Service Fees GlobalMeet would need to charge for the contracted Services.

10. Indemnification

10.1 By GlobalMeet

GlobalMeet will indemnify and hold Customer and your officers, directors, members, shareholders, and employees harmless from third party claims, actions, suits, costs, expenses, damages, liabilities, and costs (including reasonably incurred attorneys’ fees) (collectively, “Claims”) (i) arising out of or resulting from GlobalMeet’s violation of applicable law or (ii) that allege the Services infringe a third party’s intellectual property right, including patent, copyright, trademark or other similar right, in the United States. Notwithstanding the foregoing, GlobalMeet shall have no indemnity obligation to the extent any Claim arises from or relates to: (a) Customer’s negligence; (b) Customer’s breach of the Agreement; (c) alteration of the Services; (d) a combination of the Services with any item not provided by GlobalMeet; I Services revised, designed, or delivered due to or based on information, requests, instructions, or specifications not furnished by GlobalMeet; or (f) third-party services, deliverables or offerings. If an infringement claim is made or is likely to be made under this Section 10.1, GlobalMeet will, at its sole discretion: (x) modify the Services to be non-infringing and compliant with the law; (y) obtain the right to continue to use the Services consistent with the Agreement; and/or (z) terminate the allegedly infringing or non-compliant Services and provide a prorated refund of prepaid and unused Service Fees relating thereto. This is the entire obligation of GlobalMeet and its suppliers and licensors, and constitutes Customer’s exclusive remedy, with respect to these matters.

10.2 By Customer

Customer hereby agrees to indemnify and hold harmless GlobalMeet, its Affiliates, and their respective members, officers, directors, and employees from any and all Claims arising out of or relating to (i) Customer’s violation of any applicable law or regulation; (ii) use of the Services in violation of any portion of the Agreement; (iii) Customer Content; or (iv) anything, such as software, systems, hardware, network, internet service, or data, not provided by GlobalMeet.

10.3 Procedure

To seek indemnification for a Claim, a given party must promptly notify the other party in writing of the Claim and request indemnification and assist the indemnifying party with defense of the Claim as reasonably requested. The indemnifying party shall control the defense and may settle the Claim and without obtaining the indemnified party’s consent, provided the settlement does not negatively affect any material rights of the indemnified party. The indemnified party may, at its own cost, participate in the defense of the Claim.

11 Term

11.1 MSA Termination

Either party may terminate the Agreement for convenience by providing the other party at least 30 days’ prior written notice of termination, provided that such termination shall not affect the Term of any unexpired Order and the MSA Term will continue in effect while there exists any unexpired Order. If a party provides notice of termination of the Agreement, no new Orders may be placed once the 30-day notice period passes.

11.2 Order Term and Renewal

Each Order will set forth the Term for each purchased Service; different Services purchased in a given Order may have different Terms. If no Term is stated for a given Service, the initial Term will be one year. At the end of each Term, the Term automatically will renew for subsequent one-year Terms, unless (i) the parties agree otherwise in writing, or (ii) a party provides the other party with at least 30 days’ prior written notice of non-renewal.

GlobalMeet reserves the right to change Pricing at any time, and such changes automatically will apply to (a) the next renewal Term for current Services, unless the Order is either terminated or modified in a timely manner per (i) or (ii) above; and (b) all new purchases made after the date of the Pricing change notice. For any increases in Pricing in excess of 3% annually, GlobalMeet must provide at least 45 days’ prior written notice (email acceptable).

11.3 Terminations

11.3.1 Termination by Customer for Breach

Customer may terminate an Order if GlobalMeet materially breaches the Order by failing to provide a contracted Service and fails to cure its breach within 30 days after receipt of written notice from Customer. Customer’s written notice is due within 30 days after the alleged breach and must reasonably describe the breach and note the contractual obligation that was breached.

11.3.2 Termination or Suspension by GlobalMeet

GlobalMeet may terminate the Agreement or any Order and/or suspend the provision of Services immediately: (i) for illegal, fraudulent, improper or abusive use of the Services; (ii) to prevent interruption or disruption to GlobalMeet’s network, its business, or other customers, as reasonably determined by GlobalMeet; (iii) if any invoiced amount not reasonably disputed as herein provided is overdue and remains unpaid within three business days after a written (email acceptable) demand; (iv) if Customer or one or more of your end users breaches these Terms of Service, the Agreement, any Order, or any other reasonable terms presented upon accessing the Services; (v) in the event of Customer’s insolvency, assignment of assets for the benefit of its creditors, or any filing for dissolution, liquidation or bankruptcy of Customer; or (vi) for any breach that is not subject to cure. GlobalMeet shall not be liable to Customer, any end user, or any other third party due to any suspension or termination pursuant to this Section 11.3.2.

11.3.3 Effect of Termination or Suspension

In the event of any termination of an Order, Customer must cease all use of the associated Services.

If Customer terminates an Order for uncured breach pursuant to Section 11.3.1 (Termination by Customer for Breach), GlobalMeet will credit all prepaid, unused (per reasonable proration) Service Fees under that Order. For any other termination by Customer, or if GlobalMeet terminates for breach pursuant to Section 11.3.2 (Termination or Suspension by GlobalMeet), Customer remains responsible for all amounts due and incurred through the termination effective date, Customer must pay all further amounts due including amounts needed to meet minimum commitments, and Customer will not be entitled to any partial credits or refunds.

If GlobalMeet suspends the Services per Section 11.3.2 (Termination or Suspension by GlobalMeet), Customer remains liable for Service Fees relating to the period of suspension.

12. General Legal Provisions

12.1 Notices; Contact

Any notice required or permitted to be given under this Agreement must be written in English and is deemed given and effective (a) upon delivery by courier or traceable carrier or (b) upon confirmed email delivery.

• Notices to Customer for legal, billing, or account management purposes will be addressed to the address or email address, as applicable, provided to GlobalMeet in the Order or elsewhere in the Agreement, as appropriate.
• Notifications to GlobalMeet shall be addressed to: GlobalMeet, Attn: Legal Department, 3200 E. Camelback Road, Suite 295, Phoenix, AZ 85018 USA, or by email here.

Customer hereby grants GlobalMeet express consent to contact (i) moderators and end users to communicate information regarding use of the Services, and (ii) Customer and the e-mail addresses related to your account regarding GlobalMeet’s Services and business.

12.2 Force Majeure

Neither party will be liable for any delay or default in its performance (other than payment obligations) to the extent it is due to causes beyond its reasonable control, the effects of which could not have been avoided in the course of complying with its obligations under this Agreement.

12.3 No Waiver

Any failure by a party to comply with any portion of the Agreement may be waived by the other party in writing, but any such waiver will not be deemed a waiver of any subsequent failures.

12.4 Relationship; Third-party Beneficiaries

The parties’ relationship to each other shall be that of independent contractors, and neither party shall be deemed to be an agent, employee, or partner of the other party.

Each party enters into this Agreement solely for its own benefit and purpose, and except for GlobalMeet’s suppliers, this Agreement in no way creates any third-party beneficiary.

12.5 Assignment

GlobalMeet may assign its rights and obligations under the Agreement, or any portion of the Agreement, (i) to an entity that controls, is controlled by, or is under common control with GlobalMeet; or (ii) in connection with a merger, acquisition, change of control, stock sale, or asset sale. Customer may not assign its rights and obligations hereunder, by operation of law or otherwise, without GlobalMeet’s prior written consent. These Terms of Service are binding upon and inure to the benefit of the parties’ successors, legal representatives, and permitted assigns.

12.6 Disputes

12.6.1 Applicable Law

The Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Arizona, USA, excluding conflicts or choice of law provisions.

12.6.2 Early Dispute Resolution

Any dispute, controversy or claim arising out of or relating to the Agreement (“Dispute”), other than undisputed late payments, are to be first negotiated in good faith between personnel of each party who have the authority to resolve the matter. The parties agree that any discussions and communications relating to resolving a Dispute constitute Confidential Information of each party, are for the sole purpose of settlement negotiation, and are to be exempted from discovery rules and not admissible in any legal proceeding that may later arise.

12.6.3 Arbitration

If the process described in Section 12.6.2 (Early Dispute Resolution) does not resolve the Dispute, the Dispute shall be submitted to binding arbitration in Phoenix, Arizona, in accordance with the commercial Arbitration Rules (the “AAA Rules”) established by the American Arbitration Association (“AAA”). A party may initiate arbitration of an unresolved Dispute by providing written demand for arbitration, a copy of the Agreement, and the administrative fee to the AAA in Phoenix, Arizona, and to the other party. All costs of the arbitration will be shared equally by the parties, unless an arbitrator’s award provides otherwise; each party will be responsible all costs of presenting its case. The Arbitrator’s authority to grant relief arises from the Agreement, the U.S. Arbitration Act (“USAA”), the ABA-AAA Code of Ethics for Arbitrators in Commercial Disputes, substantive law of the State of Arizona, and the Communications Act of 1934, as amended. Neither punitive, incidental, consequential, exemplary, reliance, nor special damages of any kind may be awarded or received, including damages for lost profits, except in cases of a party’s intentional misconduct. The plain meaning of the Agreement and any other relevant documents shall govern; the arbitrator’s award shall be final, binding, and enforceable in a court of competent jurisdiction. The parties hereby agree that any decision of the Arbitrator can be appealed only for mistakes of law.

12.6.4 Jurisdiction and Venue

If and only if a legal action or proceeding relating to the Agreement is permitted by a court notwithstanding the mandatory binding arbitration provision set forth in Section 12.6.3 (Arbitration) above, such action must be instituted in a state or federal court in Maricopa County, Arizona, USA; GlobalMeet and Customer agree to submit to the exclusive jurisdiction of, and agree that venue is proper in, such courts. The prevailing party may be awarded reasonably and actually incurred attorney’s fees and costs. EACH PARTY HEREBY WAIVES ALL RIGHTS TO TRIAL BY JURY.

12.6.5 Limitation

Neither party may bring any No arbitration, litigation, or any other action arising out of the Agreement more than one year after the cause of action has accrued.

12.7 Interpretation

The language used herein was chosen by Customer and GlobalMeet to express our mutual intent; we agree that no rule of strict construction is to be applied against either party. The English language version of all components of the Agreement controls; documents provided in languages other than English are provided for ease of reference only. If Customer is in Canada, it is the express wish of both parties that all components of the Agreement and all related documentation be written and signed in English. In the event of a conflict between these Terms of Service, the MSA and/or any Order, the terms of the Order, then the MSA, and then these Terms of Service shall control, in that order.

12.8 Entire Agreement; Amendment; Severability

This version of the Terms of Service supersedes any and all previous versions of the Terms of Service. All schedules and exhibits attached to or linked by these Terms of Service or to any Order are hereby incorporated into the Agreement, which, including all updates to these Terms of Service as set forth in the paragraph below, constitutes the entire agreement between the parties with respect to the subject matter hereof. Customer hereby acknowledges and agrees that to the extent Customer’s acceptance of any Order, including without limitation use of a purchase order, contains terms and conditions, they shall have no effect, and the Agreement shall govern the relationship between GlobalMeet and Customer, unless GlobalMeet expressly agrees to them.

Without limiting any other rights in this Agreement, GlobalMeet may amend at any time the provisions of these Terms of Service by, at GlobalMeet’s election: (i) posting amended terms on its website; (ii) delivering amended terms to Customer at the address or e-mail address provided in any Order; or (iii) by other reasonable means as permitted by applicable laws. All amended terms shall automatically be effective the earlier of (x) the date indicated on the delivery notice or (y) the next billing cycle following delivery to Customer. BY USING THE SERVICES AFTER PUBLICATION OR DELIVERY OF AMENDED TERMS, CUSTOMER WILL BE DEEMED TO HAVE ACCEPTED AND BE BOUND BY SUCH AMENDED TERMS. Customer expressly agrees that GlobalMeet’s amendment of these Terms of Service will not constitute a default or termination by GlobalMeet, nor shall such amendment serve as a basis for Customer’s termination of any portion of the Agreement. Except as set forth above, these Terms of Service may be amended only by a writing signed by both parties.

If any provision of the Agreement is held by a court to be illegal, invalid, or unenforceable, the remaining terms shall not be affected or impaired, and the illegal, invalid, or unenforceable provision will be superseded by a valid, enforceable provision that most closely matches the intent of the original provision and its allocation of risk.

12.9 Regulatory Compliance

Customer acknowledges and agrees that GlobalMeet will not tolerate bribery in connection with the conduct of its business.  Customer shall indemnify GlobalMeet against any losses, liabilities, damages, costs, and expenses incurred by, or awarded against, GlobalMeet as a result of any breach of this Section 12.9 by Customer. Each party shall:

• comply with all applicable laws and regulations relating to anti-bribery and anti-corruption (“Anti-bribery Laws”) including the US Foreign Corrupt Practices Act (“FCPA”) and the UK Bribery Act;
• not engage in any activity, practice, or conduct which would constitute an offense under the Anti-bribery Laws in connection with any license granted hereunder;
• not do, or omit to do, any act that will cause it or the other party to be in breach of the Anti-bribery Laws;
• promptly report to the other party any request or demand for undue financial or other advantage received by the reporting party in connection with the performance of this Agreement;
• maintain and enforce throughout the Term its own anti-bribery policies and procedures as may be required by applicable laws or by any applicable stock exchange; and
• within seven days of receipt of a request from the other party, certify its compliance with these anti-bribery requirements.

Customer represents that Customer is not a citizen of an embargoed country or a prohibited end user under applicable law.

Customer represents and warrants that it is not and will not provide services, or access to the Services, to any entity incorporated in or resident in a country subject to economic or trade sanctions by the U.S. State Department and/or OFAC or are listed as a “Specially Designated National,” a “Specially Designated Global Terrorist,” a “Blocked Person,” or similar designation under the OFAC sanctions regime.

With respect to any Customer or end user that constitutes a governmental or public entity: The Platform constitutes “commercial computer software,” as defined in 48 C.F.R. § 252.227-7014(a)(1) and as used in 48 C.F.R. §§ 12.212 and 227.7202, and all Services constitute “commercial services,” as defined at 48 C.F.R. § 2.101. The Platform and the Services are provided to you and your end users for use with only those rights as are granted to all other end users pursuant to the terms and conditions herein. The Agreement applies to you, unless and except to the extent you are prohibited by applicable laws of your jurisdiction from accepting its terms. If and to the extent a provision of the Agreement is prohibited, to the extent reasonably necessary to conform to applicable law that provision is deemed modified, giving maximum effect to the Agreement as written within compliance parameters.

The Platform and Services are intended for use by adults and are not offered for use by individuals under the age of 16 years old.

Customer shall comply with all applicable export control laws and regulations and shall obtain all necessary export licenses in connection with any export, re-export, transfer, and use of any purchases from GlobalMeet hereunder.

Any breach of this Section 12.9 is a material breach of the Agreement, and GlobalMeet may immediately terminate the Agreement.

12.10 Survival

All provisions of the MSA, any Order, these Terms of Service, and the Agreement that by their nature reasonably should survive termination will so survive, including without limitation Sections 2, 4, 5, 7, 8, 9, 10, 11.3.3, and 12 of these Terms of Service.

[1] E.g., GlobalMeet is required by the U.S. Federal Communications Commission (FCC) and certain state regulations and public utility commissions to pay fees to the federal Universal Service Fund (USF) and similar state or utility funds, which are telecommunications subsidies. Per industry standard, GlobalMeet will charge these USF fees to Customer. GlobalMeet cannot and does not provide advance notice of any change in the formulas or amounts of USF calculations, which are outside its control.