IMPORTANT – READ CAREFULLY: YOUR USE OF WEBOFFICE AND ITS SERVICES IS CONDITIONED UPON YOUR COMPLIANCE AND ACCEPTANCE OF THESE TERMS.

 

INTRODUCTION

IMPORTANT – READ CAREFULLY: BY CLICKING THE "I AGREE" BUTTON OR BY UTILIZING THE WEBOFFICE SERVICES ("SERVICES") YOU AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS. This is a legal agreement ("Agreement," and also referred to as the "Terms of Use") between You and WebEx Communications, Inc., doing business as "WebExOne," for use of the Services which You selected or initiated, which may include WebOffice services, intranet applications and web hosting, optional fee based professional services and other services available from time to time (collectively, the "Services"). "You" refers to either (a) the individual or entity that registered and/or provided WebExOne his or her credit card or other payment mechanism for the Services, or (b) if the Services are being purchased on behalf of an entity by an individual authorized to purchase the Services on behalf of such entity, the "You" or, alternatively, "Subscribing Organization" refers to such entity. If You do not agree with the terms of this Agreement, click the "CANCEL" button and do not use or join any meeting supported by the Services or make any other use of the Services. Any software associated with the Services is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties.

 

1. DESCRIPTION OF SERVICES; STATEMENT OF INTENDED USE

The Services include an intranet suite of applications including, but not limited to, a group calendar, database builder, announcements, member lists, document manager, expense reports, polls, tasks and discussions applications, in addition to certain Web and Audio Conferencing features. Together, these Services are referred to herein as a "Site" or "Web Office." By registering, the individual or the organization identified as the Subscribing Organization in the Site registration process will be assigned a unique URL, and its representatives who have completed a member registration form will be "Members." The Services, all information, products and services contained or described in the Services or any Linked Sites, and the URL may be accessed and used solely by the Subscribing Organization to which such URL is assigned and its Members, solely for purposes of establishing and maintaining an intranet for internal use. WebExOne may at any time terminate the Services or any feature of the Services, or the Subscribing Organization's or it's Members' access to the Services as provided in Sections 4 and 5 hereof. All changes to the Services will be subject to these Terms.

 

2. REGISTRATION; BILLING INFORMATION; SITE ADMINISTRATOR

To establish a WebExOne hosted intranet Site or WebOffice, the Subscribing Organization must complete the Site registration process. To become a Member, an individual must be specifically identified to the Subscribing Organization, obtain its specific permission to access the same, and complete the Member registration form. The Subscribing Organization and its’ Members must provide accurate and complete information upon Site registration (the "Registration Information"), as well as accurate and complete billing contact information on the billing form ("Billing Information"), and promptly update the Registration and Billing Information so that it is always accurate and complete. The person who completes the Site registration is the initial "Site Administrator" for the Site, and exercises certain options to initially determine the level of privacy and security for the Site. For example, s/he will determine who can be a Member of the Site and the level of privileges that Members will possess. Each Site Administrator may designate other Members as additional and/or successor Site Administrators, and is responsible for confirming that such person(s) accept such responsibility. Upon becoming a site administrator, each person will be deemed to agree to the obligations of a Site Administrator hereunder. In addition, any person designated as the Billing Contact in the site billing record will be deemed to assume the rights and obligations of a Site Administrator. All notices from WebExOne to the Subscribing Organization will be given to the current Site Administrator(s) at the e-mail address(es) appearing on the Site, and/or to the Billing Contact e-mail address, as appropriate. In addition, all notices and information sent by WebExOne to Members will be sent to their individual addresses. In its sole discretion, WebExOne will determine the timing, nature, and content of all communications with Site Administrators, Billing Contacts and Members.

 

3. REGISTRATION CODE; PASSWORD; SECURITY

Upon registration, the Subscribing Organization will select a Site Name and Members will each select a password, and the Subscribing Organization will be assigned a registration code (unless utilizing the "Anyone May Join" membership option, in which case no registration code is required). WebExOne will use reasonable efforts to assign to the Subscribing Organization the Site Name that it selects. However, the Subscribing Organization and its Members may not select or use a Site Name, and WebExOne reserves the right to reject or terminate use of a Site Name if it has been previously assigned to another Subscribing Organization or if WebExOne, in its sole discretion, determines (a) the Site Name is offensive or its use violates applicable law, (b) that multiple sites have been registered by a Subscribing Organization or its Members to avoid purchasing incremental storage space, or simply to reserve site names without the intent to use them, (c) the Subscribing Organization or its Members has selected or is using a Site Name of another party with the intent to impersonate that party, (d) the Site Name contains, may interfere or be confused with, violate, exploit, or capitalize on, the name, goodwill, trade name, trademark, registered trademark, service mark, or proprietary or other rights of any party, (e) the Subscribing Organization or Members or others acting on its behalf have reserved more than ten Site Names or Sites or (f) the Subscribing Organization, its Members or Administrators, have created multiple "free trial" sites for the purpose of avoiding subscription fees. If WebExOne rejects or terminates use of a Site Name because of a violation or threatened violation of this Section 3, it may elect, at its sole discretion and without prior notice: to select an alternate Site Name, to allow the Subscribing Organization to promptly select another acceptable Site Name, and/or to Terminate as provided in Section 4 hereof. The Subscribing Organization and its Members are entirely responsible for maintaining the confidentiality of the registration code (if applicable), the passwords, the Site and the information stored on the Site (collectively, the "Site Information"), and of all information that they transmit through the Services, for selecting the Members and their privileges, for any and all usage and activities that occur in connection with the registration code (if applicable), passwords, Site Name, Site Information and Site, and for all Site content. The sharing of user login names and/or passwords by more than one individual to avoid the payment of member fees constitutes a violation of these Terms of Use.

The Subscribing Organization will notify WebExOne immediately of any known or suspected unauthorized use, activities or disclosure of the Site or any information, or any other breach of security. WebExOne will not be liable for any failure by the Subscribing Organization or its Members to comply with this Section 3 or any other provision of these Terms. In the event that a dispute arises over the rightful control of any Site, WebExOne will have no obligation to any party to continue to grant access to the Site except under an order from a court of competent jurisdiction.

 

4. TERMINATION

WebExOne, in its sole discretion, may terminate, cancel, suspend, limit, discontinue, and/or deactivate (temporarily or permanently) all or any part of the Services, registration code, any password, Site Name, registration, any part or all of the Site, and/or the Subscribing Organization's and/or its Members' access to and use of any part or all of their personally identifiable information (collectively, "Personal Information"), Registration Information, Site Information, the Services and/or the Site, and/or their rights under these Terms (all of the foregoing rights and actions to "Terminate" or a "Termination"), all at any time, including without limitation if (a) WebExOne believes that the Subscribing Organization or a Member has violated or is threatening to violate these Terms or other policy of WebExOne, its Third Party Providers or applicable law, has misused or is threatening to misuse the Services, or has conducted or is threatening to conduct any fraudulent, abusive, or illegal activity, (b) WebExOne believes that the Subscribing Organization or any of its Members has accessed or is to attempting to access any part of the Services or Content, or the Site, or Registration Site or Personal Information of any other Subscribing Organization or Member, (c) the Subscribing Organization assigns its rights to the Site or the Site Name, (d) WebExOne discontinues the Services or any part thereof for any reason, (e) the subscribing Organization or a Member makes excessive use of bandwidth, or transmits excessive numbers of e-mails, notices or other transmissions inconsistent with the number of members registered and using the Service in the sole discretion of WebExOne. WebExOne reserves the right to investigate the validity of any complaint presented to it which alleges that any site has been used to conduct fraudulent, abusive or illegal activity, or has been used in any way which violates these Terms. Such investigations may include logging on to the site and/or reviewing any data or information contained therein. WebExOne will not, however, provide any such information to any third party unless required by law or court order.

A Termination described in Section 4(a), (b), (c), or (d) may be made with or without notice and will be effective immediately. In the event of Termination, WebExOne may remove and/or permanently delete from its servers all of the Subscribing Organization's and its Members' Site Information, Registration Information and Personal Information and/or all backup copies thereof, without further notice and without any liability of WebExOne to the Subscribing Organization, its Members or any third party. Notwithstanding anything in these Terms to the contrary, if WebExOne reasonably believes that the Subscribing Organization or any of its Members has violated or is threatening to violate applicable law or the provisions of Section 4(b) or has conducted or is threatening to conduct any fraudulent, abusive, or illegal activity, WebExOne may, without any notice, refer the Subscribing Organization and/or its Members to appropriate law enforcement agencies, and/or immediately remove and/or permanently delete the Site Information, Registration Information and/or Personal Information as otherwise provided herein. If a Subscribing Organization or its Members are the subject of a Termination described in this Section 4, they may not re-register for or continue to use the Services in any manner or for any reason. If the Subscribing Organization wishes to terminate its Site and use of the Services, it must notify WebExOne by sending an email to: help@WebExOne.com. For information on this procedure, see our Privacy Statement at http://www.webexone.com/AboutUs/Privacy/. The provisions of Sections 6, 10, 13, 14, 15 and 16 will survive any Termination under Section 4 or 5 and any discontinuance.

 

5. ACCESS TO SERVICES; SUPPORT; THIRD PARTY PROVIDERS; RIGHTS

To use the Services, the Subscribing Organization and its Members must obtain and pay any fees for access to the World Wide Web and provide all equipment necessary to make such connection, including a computer and modem or other access device. The Subscribing Organization and its Members may access the Services and the Site only by means of the interface provided by WebExOne. Although the Services and Site are generally accessible worldwide, access may not be available to all persons or in all locations. WebExOne reserves the right to limit access to the Site or the Services by any Subscribing Organization, Member, or person, or from any location. The Services contain links to other World Wide Web sites of WebExOne's partners, affiliates, and providers of content or services to WebExOne in delivering the Services or to its Subscribing Organizations as part of the Services (collectively, "Third Party Providers") and to other resources and sites (all such sites collectively, "Linked Sites"). Such links are provided for the convenience of the Subscribing Organization and its Members only, and are not reviewed, monitored or controlled by WebExOne. WebExOne does not endorse, is not responsible for and makes no representation or warranty concerning the reliability or availability of these Linked Sites or Third Party Providers or the accuracy, reliability, completeness or authenticity of their contents, advertising or products, and is not responsible for web casting or any transmission received from any Linked Site. Use of Linked Sites is subject to the privacy policies, terms of service and other conditions applicable to such Sites. Use of the Ephox EditLive! service is provided to you subject to its Terms of Use, which is available here. All linking to Linked Sites is at the sole risk of the Subscribing Organization and its Members. Any concerns regarding any Linked Site or its content, products or services should be directed to the administrator or webmaster of such Linked Site.

 

6. FEES

All fees are payable in US dollars unless invoiced or charged by WebExOne in another currency, in which case the fees must be paid in the currency invoiced. All transmission fees, currency translation fees, wire and bank fees chargeable by or deducted from remittances by any bank, including the transmitting, intermediary or recipient bank are the responsibility of the remitting party (Subscribing Organization). Merchant fees charged by Credit Card Companies and by PayPal assessed to WebExOne, will be absorbed by WebExOne and are expressly not the responsibility of the remitting party (Subscribing Organization).

During completion of the site subscription, one person is designated as the responsible contact for purposes of billing and payment of fees (the "Billing Contact"). The Billing Contact is not personally liable for the site fees, nor are individual site members. The obligation to pay fees rests with the Subscribing Organization. The Billing Contact may, however elect to furnish a personal credit card for the purpose of paying site fees in which case the furnishing of such information is considered his/her authorization for WebExOne to use the card for any and payments related to the site. The Billing Contact may be changed by any Site Administrator directly through the site, and when any change is made all Site Administrators are notified by e-mail. The Services are provided on a subscription basis. Such subscription charges entitle the Subscribing Organization and its Members to use the Services without any banner advertising or sponsorship advertising within the product. Third party opt-in email services, HTML email that may have sponsors or ads within it, and free subscription offers are not considered advertising or sponsorship advertising for purposes of subscription charges. Subscribing Organizations and its Members agree that should subscription charges not be paid in a timely manner, WebExOne may, in its sole discretion, discontinue service until such time as the payments are brought current. Subscribing Organizations and its Members further agree that should payment for the Services be made to a third party in connection with its offering of our service, and said third party fails to make payments to WebExOne, WebExOne may, in its sole discretion, discontinue service until such time as the payments are brought current. The Monthly Subscription Fees are charged in accordance with WebExOne's published prices at the time of initial subscription to the service.

Sites and Members are not charged for the calendar month in which the site is created. Billing will begin starting with the first day of the calendar month after the creation of the site. Fees will be assessed based upon Site Membership as of the billing date, generally the first calendar day of each month. Pending Members and Guest access is not counted in determining Membership for billing purposes. It is the responsibility of the Site Administrator(s) to monitor and update their site membership. WebExOne will not be responsible for deleting site member records, nor will it do so if requested. Deletion of member records must be done by a Site Administrator. Subscription fees are billable to the person designated by the Subscribing Organization as indicated in the Site billing contact information record, which may be accessed and updated only by a Site Administrator through the "manage site" feature. It is the Subscribing Organization's responsibility to ensure that the billing contact information is complete and accurate at all times. Only a Site Administrator or the designated billing contact person may cancel a site subscription. Cancellation may be made at any time by any Site Administrator or Billing Contact person through an e-mail instruction from either a Site Administrator e-mail account or a Billing Contact person's e-mail account as contained on the Site. Cancellation requests must be addressed to billing@WebExOne.com. Any cancellation will take effect, for billing purposes, as of the last day of the calendar month in which the cancellation request is received by WebExOne provided that the request is received by 5 PM EST at least seven (7) days prior to the end of the month. Cancellation of annual subscriptions will take effect on the last day of the annual subscription period. Upon receipt of a valid cancellation request, WebExOne may deactivate the Site at any time. Unless and until a cancellation request is received by WebExOne, You agree that WebExOne may automatically invoice or charge the credit card on file for the full amount of each succeeding month’s subscription, or in the case of an annual subscription, for each succeeding year. You also hereby authorizes WebExOne to charge any and all other amounts due under any to the credit card on file. This includes both one time and periodic fees as they become due. In the event WebEx is unable to collect from this credit card any sums due, You agree to pay such sums, together with any costs incurred by WebEx in collecting such sums, including reasonable attorneys’ fees, and interest at the lower of 1.5% per month or the highest rate permitted by law. In addition, You authorizes WebEx to, from time to time and at its discretion, undertake steps to determine whether the credit card information provided is current and accurate. Those steps may include, but are not limited to, the use of third party service providers to, among other things, automatically update credit card numbers and expiration dates, addresses, and other applicable information. WebEx reserves the right to, without notice or prior approval, use the updated information for all current and future transactions.

WebExOne reserves the right to increase the fees it charges for access by the Subscribing Organization and its Members to the Professional Edition, provided, however, that WebExOne will provide no less than thirty (30) days advance notice to existing Subscribers of its intention to do so.

Subscribing Organizations may elect to subscribe to the Professional Edition Service under a Corporate License. In exchange for the payment of an annual Corporate License Fee, the Subscribing Organization will receive certain benefits as described on the WebExOne Website including (a) custom branding of all its intranet sites, (b) a site creation (Jump) page from which it can create branded sites, (c) unique member billing and (d) consolidated invoicing. In consideration of these benefits, the Subscribing Organization agrees that it is granted a non-exclusive, worldwide, non-transferable license to use the Professional Edition Service to create and maintain branded sites for itself and its legal Affiliates. For this purpose, a legal Affiliate is an entity that is more than 50% owned by the Subscribing Organization. Neither the Subscribing Organization, nor its Affiliates may sublicense the Services, or create branded sites for persons other than itself or its Affiliates.

Fees for other services, including but not limited to extra disk storage, e-mail storage and SSL security are also charged in accordance with the prices in effect at the time of purchase, or renewal.

 

7. THIRD PARTY (PARTNER) SITES

Subscribing Organizations may register for the WebExOne Services through a Partner who may be a reseller of the Services on behalf of WebExOne. In such cases, the Subscribing Organization hereby agrees that WebExOne may provide membership, billing and other necessary contact information, including, but not limited to "personally identifiable member information" to the WebExOne Partner notwithstanding anything contained in these Terms of Use or the WebExOne Privacy Policy.

 

8. STORAGE AND FILE DOWNLOAD/BANDWIDTH LIMITATIONS

Storage space for the Subscribing Organization is currently provided in accordance with the WebExOne price list in effect from time to time, and it may be impossible to store some data or information at the Site due to space constraints. The Subscribing Organization agrees that WebExOne is not responsible or liable for any insufficient storage capacity or the deletion or failure to store data or information. WebExOne reserves the right to limit the file download and/or bandwidth capacity of any or all sites, in its sole discretion, if it deems such limitation to be in the best interests of the operating performance across all sites. In addition, WebExOne reserves the right on a daily basis to limit the number of e-mails transmitted from its servers for any individual site or group of related sites, in its sole discretion.

 

9. PRIVACY

WebExOne respects the privacy of its Subscribing Organizations and Members. Please read our Privacy Statement at http://www.webexone.com/AboutUs/Privacy/, which forms part of these Terms.

 

10. SUBSCRIBING ORGANIZATION'S AND MEMBERS' RESPONSIBILITIES; MATURE AUDIENCE SITE DESIGNATION

All Site Information, Registration Information, Personal Information and other information stored, publicly posted or privately transmitted through the Services by the Subscribing Organization or its Members, the confidentiality and privacy of all of the same and of the Site, and all uses of the Services and the Site by the Subscribing Organization and its Members are their sole responsibility. Without limitation, the Subscribing Organization and its Site Administrator(s) are responsible for monitoring the contents, use of and access to the Site and all such Information, and use of and access thereto by Members who are minors. Without limitation, the Subscribing Organization agrees that it and its Members will use the Services and the Site only in accordance with these Terms, and will not use them to:

a. upload, store, post, link to, email or otherwise transmit, distribute, publish or disseminate any Site Information, Content or other information (i) that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, pornographic, objectionable or libelous, or promotes such activity; (ii) that (or the transmission, distribution, publication or dissemination of which) infringes any patent, trademark, trade secret, copyright, or other rights or proprietary rights of any party, violates any contractual or fiduciary relationships (such as inside, proprietary or confidential information); (iii) that is harmful to minors; or (iv) that contains software viruses, trojan horses, worms, time bombs, cancelbots or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment or circumvent any "copy-protect" devices, any other harmful or disruptive program, or any warez, cracks, hacks, associated utilities or other piracy related information;

b. provide inaccurate, incomplete, outdated or misleading Registration Information or e-mail addresses, create a false identity or manipulate identifiers to mislead or to disguise the origin of any information stored on the Site or transmitted through the Services, or impersonate or otherwise misrepresent any affiliation with any person or entity;

c. modify, use, download, publish, upload, post, transmit, transfer, sell, reproduce, create new or derivative works from, license, distribute, perform, display, broadcast, exploit or otherwise copy any portion of the Services, Site Name, or any Content, or any products or other services (including software) obtained there from, or permit access to the same by any unauthorized person or entity;

d. interfere with or disrupt any links or click-through URLs provided through the Services, or servers or networks connected to the Services, or violate the regulations, policies or procedures of such servers or networks, or interfere with another Subscribing Organization's or Member's use and enjoyment of the Services;

e. attempt to gain unauthorized access to the Services, Content, other Sites, Registration Information, Site Information or Personal Information, or other computer systems, servers or networks connected to the Services; or

f. violate (intentionally or unintentionally ) any applicable local, state, national or international law or regulation, including, but not limited to, regulations promulgated by the U.S. Securities and Exchange Commission, any rules of any securities exchange of any jurisdiction, laws regarding the transmission through the Services of technical data or software exported from the United States and/or the country(ies) in which the Subscribing Organizations and/or its Members reside, and laws and regulations regarding online conduct and acceptable content of the Subscribing Organization's and its Members' transmissions, Site and Site Information.

The Site Administrator may elect to designate a Site as a mature audience site. This designation is purely voluntary on the part of the Subscribing Organization. This designation indicates that some or the entire site content may not be appropriate for Members under the age of 18. This designation does not, under any circumstances, give the Subscribing Organization or its Members the right to post content that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, pornographic, objectionable or libelous, or promotes such activity, as determined in WebExOne's sole discretion. Posting of such material as listed in this Paragraph 10 is a violation of these Terms of Use and will be dealt with in accordance with Paragraph 4 herein. If the Subscribing Organization designates its site as a mature audience site, WebExOne reserves the right to visit the site either in response to a complaint, or, at its sole discretion, without having received a complaint regarding the site. If WebExOne discovers a violation of these Terms of Use, the site may be terminated in accordance with Paragraph 4 herein. WebExOne does not monitor information transmitted through the Services, Site Information or use thereof except to the limited extent permitted in these Terms or the Privacy Statement http://www.webexone.com/AboutUs/Privacy/, but WebExOne has the right (but not the obligation) to delete, move or edit and to require the Subscribing Organization to delete, move or edit any Registration, Site or Personal Information that violates the same. WebExOne reserves the right to examine the information or customer data contained within any Site, however, for the sole purpose of determining if a violation of these Terms of Use has occurred. The Subscribing Organization must evaluate and bear all risks associated with use of any Site Information and any other information or products obtained from the Services, including any reliance on the accuracy, completeness or usefulness thereof.

 

11. ANTI-SPAM POLICY

WebExOne does not condone or allow spam. The Subscribing Organization and its Members may not use the Services, Content, WebExOne name or servers, the Site Information or the Sites to email or otherwise transmit, distribute, publish or disseminate any unsolicited advertising, survey, promotional materials, "junk email," "spam," "chain letters," "pyramid schemes," or any other form of solicitation or duplicative or unsolicited messages (commercial or otherwise) with respect to the Sites, Site Information or any other business, product or service, and may not use the Site Name as the return address on any unsolicited communication. Without limitation, Subscribing Organizations and Members may not use the "Invite Others to This Site" feature of the Services to send e-mail communications to a prospective Member unless they have a reasonable basis to believe that the recipient will want to become a Member. We encourage Subscribing Organization and its Members to help us enforce this policy. To report a violation, contact us at abuse@WebExOne.com. As provided in the Privacy Policy, http://www.webexone.com/AboutUs/Privacy/, WebExOne will cooperate with legal authorities in releasing information about Subscribing Organizations and Members who violate this Anti-Spam Policy.

 

12. BACKUP

WebExOne regularly backs up Site Information stored on the Site, and stores the same for a limited time. Subject to the limitations set forth in Sections 4 and 5 hereof, upon the Subscribing Organization's request and payment of the then-current fee, we will make reasonable efforts to restore Site Information. WebExOne will have no liability for any failure to back up or restore such Site Information, or for interruptions, delay or suspension of access to or unavailability of Site, Registration or Personal Information, or any loss of such Information, data or transmissions.

 

13. WARRANTY DISCLAIMERS AND LIMITATIONS OF LIABILITY

WARRANTY DISCLAIMER. YOU UNDERSTAND AND AGREE THAT THE SERVICES, AND ANY ASSOCIATED SOFTWARE, ARE PROVIDED "AS IS" AND "AS AVAILABLE. WEBEXONE EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. WEBEXONE MAKES NO WARRANTY OR REPRESENTATION REGARDING THE SERVICES, ANY INFORMATION, MATERIALS, GOODS OR SERVICES OBTAINED THROUGH THE SERVICES, THE SITE, OR THAT THE SERVICES WILL MEET ANY SUBSCRIBING ORGANIZATION OR MEMBER REQUIREMENTS, OR BE UNINTERRUPTED, TIMELY, SECURE OR ERROR FREE. USE OF THE SERVICES AND THE SITE ARE AT THE SUBSCRIBING ORGANIZATION’S AND/OR MEMBER’S SOLE RISK. THE SUBSCRIBING ORGANIZATION AND ITS MEMBERS WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO THE SUBSCRIBING ORGANIZATION, THE MEMBER, THE SITE, AND ANY LINKED SITES RESULTING FROM THE USE OF SUCH SERVICES OR WEBSITE. Because some states and jurisdictions do not allow limitations on implied warranties, the above limitation may not apply to either the Subscribing Organization or the Member. In that event, such warranties are limited to the minimum warranty scope and period allowed by applicable law.

Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL WEBEXONE, WEBEX COMMUNICATIONS, INC., ITS PARENTS, SUBSIDIARIES, OFFICERS, EMPLOYEES, SPONSORS, PARTNERS, SUPPLIERS OR AFFILIATES BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, PROCUREMENT OF SUBSTITUTE GOODS AND/OR SERVICES, OR ANY OTHER PECUNIARY LOSS) INCLUDING BUT NOT LIMITED TO CLAIMS ARISING OUT OF, OR RESULTING FROM THE USE OF OR INABILITY TO USE THE SERVICES, THE SITE, OR ASSOCIATED SOFTWARE, WHETHER ARISING IN TORT (INCLUDING NEGLIGENCE), CONTRACT OR ANY OTHER LEGAL THEORY, EVEN IF WEBEXONE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY CASE, WEBEXONE’S MAXIMUM CUMULATIVE LIABILITY AND THE SUBSCRIBING ORGANIZATION’S AND ITS MEMBERS’ EXCLUSIVE REMEDY FOR ANY CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY THE SUBSCRIBING ORGANIZATION FOR THE SUBSCRIPTION SERVICES (EXCLUDING ANY PER USE OR PROFESSIONAL SERVICE FEES) IN THE PREVIOUS 12 MONTHS EVEN IF ANY REMEDIES FAIL OF THEIR ESSENTIAL PURPOSE. Because some states and jurisdictions do not allow limitation of liability in certain instances, portions of the above limitation may not apply to either the Subscribing Organization or its Members.

 

14. INDEMNITY

The Subscribing Organization and its Members agree, to the extent allowed under federal law, to indemnify and hold WebExOne, WebEx Communications, Inc., or its parents, subsidiaries, affiliates, officers, employees, sponsors and partners harmless from any claim, loss, cost, expense, demand, or damage, including reasonable attorneys' fees, arising directly or indirectly out of (a) the Subscribing Organization's or its Members' use of or connection to the Services, this Website, the Site, or the Materials, (b) Site Information or other information transmitted or stored by the Subscribing Organization or its Members through or on the Site or the Services, (c) activities in connection therewith, or (d) the Subscribing Organization's or its Members' breach of this Agreement or violation of the rights of any other party.

 

15. PROPRIETARY RIGHTS

The Services, this Website, and all Content, and all trademarks, including but not limited to all material distributed or presented to the Subscribing Organization or its Members through the Services by WebExOne or its Third Party Providers or on the Linked Sites, and all rights and intellectual property rights therein, are the sole property of WebExOne, or its Third Party Providers, and are protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws. Any comments, suggestions or ideas or other information submitted to WebExOne through this Website, in writing, by e-mail or otherwise to WebExOne will be the property of WebExOne and WebExOne will have all rights therein without any obligation to compensate the Subscribing Organization or its Members. All Site Information will remain the sole property of the Subscribing Organization, its Members or any party with rights therein. Any rights not expressly granted herein are reserved.

All materials published by WebExOne and its Third Party Providers, including but not limited to text, graphics, names, logos, service marks and trademarks, and information contained on any Linked Sites (collectively, the "Content") are the property of or controlled by WebExOne or the party credited as the provider of the Content.

The Subscribing Organization and its Members will respect all proprietary rights of WebExOne and its Third Party Providers in and to the Content, Site Name, Services, and Site, any products or other services obtained there from.

 

16. MISCELLANEOUS

a. Assignment. Neither party may assign or delegate their respective obligations under this Agreement either in whole or in part, without the prior written consent of the other party. Notwithstanding the foregoing, either party may assign their rights and obligations under this Agreement as the result of a merger, consolidation, acquisition or the sale of all or substantially all of the assets of the assigning party and WebExOne may assign its rights and delegate its obligations in whole or in part to an affiliate, provided that either party may terminate this agreement upon 10 days notice, if the assignee can be reasonably considered a competitor of the non-assigning party.

b. Governing Law. This Agreement will be governed by and construed in accordance with the laws of the United States and the State of California as applied to agreements entered into and to be performed entirely within California between California residents. The parties hereby submit to the jurisdiction of, and waive any venue objections against state and federal courts in Santa Clara County, California in any litigation arising out of the Agreement.

c. Interpretation and Conflicting Terms. This Agreement will be interpreted fairly in accordance with its terms and without any strict construction in favor of or against either party. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof, and supersedes and replaces all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter. WebExOne shall not be bound by terms additional to or different from those in this Agreement that appear in Your acknowledgements, purchase orders, quotations, prior understandings, or in any other communications between the parties, unless such terms are expressly agreed to by amendment to this Agreement, and are executed by both You and WebExOne.

d. Force Majeure. Except for Your obligation to pay for the Services rendered, neither party will be responsible for failure of performance due to causes beyond its control. Such causes include (without limitation) accidents, acts of God, labor disputes, actions of any government agency, shortage of materials, acts of terrorism, or the stability or availability of the Internet or a portion thereof.

e. Waivers. The waiver of any one breach, default or right granted under this Agreement will not constitute the waiver of any subsequent breach, default or right granted. Any provision of this Agreement held to be illegal or unenforceable will be deemed amended to conform to applicable laws or regulations, or if it cannot be so amended without materially altering the intention of the parties, it will be stricken and the remainder of this Agreement will continue in full force and effect.

f. Use of the Services. You may use the Services only for sessions or meetings in which You are an active participant, and as permitted under the terms and conditions of this Agreement or other written agreements between You and WebExOne. You may not resell, distribute, use on a timeshare or service bureau basis, or otherwise directly generate income from the Services. You will not modify, make derivative works of, disassemble, decompile or reverse engineer the Site, Services or any component thereof.

g. U.S. Export Law. You acknowledge that the Services are subject to U.S. export control laws and regulations. You represent that you are not a citizen of an embargoed country or prohibited end user under applicable U.S. export and anti-terrorism laws, regulations and lists. You will not use, export or allow a third party to use or export the Services in any manner that would violate applicable law, including but not limited to applicable export control laws and regulations.

 

17. REPRESENTATIONS OF SUBSCRIBING ORGANIZATION

By registering and accepting these Terms, the initial Site Administrator on behalf of the Subscribing Organization and all its Members, and each Member on its individual behalf, hereby represents and warrants to WebExOne that: a. s/he is the duly authorized Site Administrator or Member of the Subscribing Organization and has the authority and legal capacity to register and accept these Terms on behalf of the Subscribing Organization and to bind the Subscribing Organization thereto, and/or to register and accept the same on his/her own behalf and to be bound thereby; b. all Members are at least 18 years of age, or are at least thirteen (13) years of age and have parental permission to establish a Site and/or use and access the Services; c. (i) the Subscribing Organization and its Members are eligible to establish a Site and to become Members, (ii) the Subscribing Organization and its Members accept and agree to be bound by these Terms, and the Subscribing Organization will take all steps necessary to ensure that its Members so accept and are bound by the same, without limitation or qualification, and (iii) the Subscribing Organization and Members will regularly review these Terms, and in the event of any change, the Subscribing Organization's or Member's failure to promptly discontinue use of the Services and Site as provided in Section 4 hereof will be deemed to indicate the agreement of the Subscribing Organization, on its own behalf and on behalf of its Members, and of its Members to accept and be bound by such changes.

 

18. NOTICES AND PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT INFRINGEMENT

Pursuant to Title 17, United States Code, Section 512(c)(2), notifications of claimed copyright infringement should be sent to WebExOne, Inc., One Van de Graff Drive, Burlington, Massachusetts 01803 (USA); (781) 565-6000; email:lgriffin@WebExOne.com.

 

19. COPYRIGHT AND TRADEMARK INFORMATION

All trademarks, service marks and logos used in this Website are the property of their respective owners. All contents of this Website are the property of WebEx Communications, Inc., WebExOne, Inc. and/or its suppliers. Copyright © 1999-2005 WebEx Communications, Inc. All Rights Reserved.