VOXNET Communications, LLC. Terms of Use
Updated 12/05/05


By using any of VOXNET Communications, LLC. ("VOXNET Communications") conferencing services as further described below ("Services"), and all hardware and software operated in connection therewith ("System") you ("you", "your" or "Customer") agree to these terms and conditions. These terms and conditions, together with any operating rules, policies, price schedules, click-thru license agreements, or other supplemental documents expressly incorporated herein by reference and published from time to time by VOXNET Communications (collectively, the "Terms of Use") constitutes the entire agreement between VOXNET Communications and you regarding VOXNET Communications Services, and supersedes all prior agreements between the parties regarding the subject matter of the Terms of Use. To use certain VOXNET Communications services, you may need to download software on your computer. Your use of any software provided by VOXNET Communications related to the Services shall be pursuant to a separate click-thru license agreement governing your use of such software. If you order or use any VOXNET Communications Services or vist any VOXNET Communications web site ("Site"), you accept these Terms of Use so please read them carefully. In addition, when you use any current or future VOXNET Communications services whether or not included in our Site, you will also be subject to our current Terms of Use.


REGISTRATION

To use certain VOXNET Communications Services, you must submit a complete registration form, (the "Registration Form"). As part of the registration process for the Services, you agree to: (1) provide current, complete and accurate information as requested during the registration process and during use of the Services and (2) maintain and update this information as required to keep it current, complete and accurate. The information requested on original signup shall be referred to as registration data ("Registration Data"). If VOXNET Communications discovers that any of your Registration Data is inaccurate, incomplete or not current, VOXNET Communications may terminate your right to access and receive the Service immediately upon notice. VOXNET Communications may evaluate the registration application in good faith and may notify you regarding acceptance or rejection. VOXNET Communications may reject a registration application if it determines, in its sole discretion, that the user is not an appropriate subscriber or user of the Service. VOXNET Communications reserves the right to refuse the Service to any user who has canceled any number of previous Service accounts. VOXNET Communications need not provide a reason for its rejection. If VOXNET Communications rejects your application, then you may reapply and VOXNET Communications will reconsider the application. You may not register for this Service if you are under 18 years of age. If you begin the sign up process for any VOXNET Communications Service but fail to complete the process, VOXNET Communications may contact you in an effort to help successfully guide you through this process. You hereby authorize VOXNET Communications to make such contact, even if you ultimately determine not to sign up for any Service.


SERVICES

a. Chargeable Services: Chargeable Services may include, but are not limited to: (i) Reservation Based Conferencing; (ii) Standing Bridge Based Conferencing; and (iii) Operator Assisted Conferencing.
b. Maintenance and Updates: You understand that VOXNET Communications may update the Services at any time, but is under no obligation to inform you of or furnish to you any such updates. Unless otherwise agreed in writing, these Terms of Use do not grant you any right, license or interest in or to any support, maintenance, improvements, modifications, enhancements or updates to the Services or supporting documentation. To the extent that VOXNET Communications supplies any updates to you, such updates will be deemed to be subject to these Terms of Use unless VOXNET Communications indicates otherwise. VOXNET Communications reserves the right to charge additional fees for any future versions of, or updates to, the Services.


PAYMENT

Fees and Payments. We will send you a monthly invoice for your use of Chargeable Services. You agree to pay all fees and charges incurred in connection with the services provided (including any applicable taxes) at the rates in effect when the charges were incurred. All fees and charges are nonrefundable. You agree to pay all invoices by the due date, unless you are paying by credit card. If you do not pay the entire invoice by the due date we may apply a late payment charge at the lesser of one and one half percent (1.5%) per month or the highest rate permissible under the applicable law. At any time, we may require a deposit or other form of advance payment prior to providing or continuing to provide Service based on our evaluation of your credit, or we may terminate Services immediately if you fail to make payments by the due date. Unless we otherwise agree in writing, we may adjust our fees at any time. In the event of a price change, we will provide you with advanced notice. International rates can change without notice. Any features or upgrades to our services will be provided to you on terms and prices generally available to the public or as otherwise agreed by us in writing. All fees, billing and payment will be in United States dollars only. All payments hereunder are exclusive of all taxes. You agree to pay any taxes, whether federal, state or local, or municipal that may be imposed upon or with respect to the Services performed hereunder, exclusive of taxes on VOXNET Communications's net income.

Credit Cards. If you are paying for Chargeable Services by credit card, VOXNET Communications will automatically bill your card each month without further authorization from you. As a condition to your right to use the Service, you must provide us with a valid credit card number belonging to you with available credit sufficient to pay the applicable Service Fees. You must promptly notify VOXNET Communications of changes to: (a) the account number or expiration date of your designated credit card; and (b) your billing address (for the designated credit card). In the event that you cancel this credit card or it is otherwise terminated, you must immediately provide us with a new valid credit card number. You authorize VOXNET Communications, from time to time, to undertake steps to determine whether the credit card number you have provided to us is a valid credit card number. In the event that you do not provide us with a current valid credit card number with sufficient credit upon request during the effective period of this Agreement, you will be in violation of this Agreement, and we may terminate this Agreement with you. VOXNET Communications does not accept debit cards for payment of Service Fees. In the event that you provide us with a debit card number instead of a credit card number, you authorize us to make all charges described in this Agreement to your debit card account.

If there are any annual, monthly or similar periodic fees for your subscription, these fees will be billed automatically to the credit card designated during the registration process for, or subsequently designated to VOXNET Communications at the start of the subscription period and at the start of each renewal period, unless you terminate your subscription before the relevant period begins.

Trial Offers, Coupons, Credits and Special Offers. VOXNET Communications reserves the right to discontinue or modify coupons, credits and special promotional offers at our discretion. Free Trial terms may vary by promotional offer.

USE POLICY AND USER CONDUCT

Chargeable Services Policy.

As a Chargeable Services Customer, you will be charged a fee for Chargeable Services based on the billing model you select when signing up for the Chargeable Service subject to these Terms of Use or other agreement specific to the services ordered. VOXNET Communications makes certain Services available under a number of different subscription plans or other billing models. Please confirm that the plan or model meets your needs. Unless otherwise agreed in writing by you and VOXNET Communications, your subscription will continue and renew automatically unless terminated by VOXNET Communications or until you notify VOXNET Communications of your decision not to renew.

YOUR ACCOUNT

You are responsible for maintaining the confidentiality of your account number and password and for restricting access to your account number and password. You agree to accept responsibility and liability for all activities that occur under your account or password whether lawful or unlawful. You are also solely responsible for all uses of your account and password, whether or not actually or expressly authorized by you. Use of conference recording capabilities and other Service functionality may subject you to state or federal laws or regulations (such as a requirement to notify participants that a conference is being recorded). You are solely responsible for compliance with any such laws or regulations, including but not limited to providing any required notification to participants. Your right to use the Service is personal to you. You may be either an individual, a corporation or business entity, but you agree not to resell the use of the Service, any downloadable plug-in or other materials or any information obtained by you without the express written consent of VOXNET Communications. We do not sell products or services for children. If you are under 18, you may use our services only with involvement of a parent or guardian. We reserve the right to refuse service, terminate accounts, remove or edit content, or cancel orders in our sole discretion. Violation of these Terms of Use may result in immediate deletion of your account.


YOUR REPRESENTATIONS

You represent and warrant that you are at least 18 years of age or, as applicable, the age of majority in the country, state and/or province in which you reside, and that you possess the legal right and ability to agree to these Terms of Use. You agree to be financially responsible for your use of Services as well as for use of your account by others, to comply with your responsibilities and obligations as stated in these Terms of Use, and to be bound by all of the terms and conditions contained in these Terms of Use, including the disclaimers and limitations of liability set forth herein.


COMMUNICATION AND CONTENT

You are responsible for the content of the messages you communicate when using our services as well as the consequences of those messages. VOXNET Communications does, however, reserve the right to take any action with respect to the Service that VOXNET Communications deems necessary or appropriate in VOXNET Communications's sole discretion if VOXNET Communications believes you or your transmissions or use of any Service may create liability for VOXNET Communications. Your use of any Service is subject to all applicable local, state, national and international laws and regulations (including without limitation those governing account collection, export control, consumer protection, unfair competition, anti-discrimination or false advertising). You agree: (1) to comply with all United States laws, rules and other regulations applicable in connection with the Service; (2) not to use the Service for illegal purposes; (3) not to interfere or disrupt networks connected to the Service; (4) not to use the Service to infringe any third party's copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy; (5) not to use a false e-mail address, impersonate any person or entity, or otherwise mislead us as to your identity; and (6) not to transmit through the Service, any unlawful, harassing, libelous, abusive, threatening, harmful, vulgar, obscene or otherwise objectionable material of any kind or nature. You will not attempt to gain unauthorized access to other computer systems and you will not interfere with another user's use and enjoyment of the Service. VOXNET Communications expressly reserves the right to monitor any and all use of the Services and the System. In order to ensure that we are able to provide high quality services, you agree to allow our employees to access your account and records on a case-by-case basis to investigate complaints. We may gather system data for the purpose of optimizing the Service. This information includes, but is not limited to, data regarding memory usage, screen resolution, color palette, connection speed and efficiency.


PRIVACY

To understand our practices, please review our privacy policy that also governs your visit to our Site and use of our Services. A complete statement of our privacy policy can be found at the Privacy Policy link on our Site.


OWNERSHIP

All rights that are not granted to you are reserved by VOXNET Communications. The Services, System, our technology, and any updates or improvements to the Services, System, or our technology, are owned by VOXNET Communications and its licensors. VOXNET Communications and our licensors own all copyrights, patents, trademarks, trade secrets, and other intellectual property rights relating to or residing in our Services, System and technology. You will have no right, title, or interest in or to the same. Nothing in this Agreement will be deemed to grant, by implication, estoppel, or otherwise, a license under any of VOXNET Communications's or its licensor's, existing or future rights in or to the Services, System or our technology and any updates or improvements thereto. You understand that our Services, System and technology contain valuable software and confidential information and you agree that you will not modify, reverse engineer, decompile, create other works from, or disassemble any of our software without our prior written consent.

TRADEMARKS

VOXNET Communications, and our graphics, logos, page headers, button icons, scripts, and service names are trademarks or trade dress of VOXNET Communications, LLC. VOXNET Communications trademarks and trade dress may not be used in connection with any product or service that is not provided or authorized in writing by VOXNET Communications, or in any manner that is likely to cause confusion among customers, or in any manner that disparages or discredits VOXNET Communications. All other trademarks not owned by VOXNET Communications that appear on this site are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by VOXNET Communications.


TERMINATION

Unless otherwise agreed in writing by you and VOXNET Communications, either you or VOXNET Communications may terminate your VOXNET Communications account at any time, with or without cause, upon notice. Any such notice by you to VOXNET Communications must be in accordance with VOXNET Communications's procedures, as such procedures may be established and changed by VOXNET Communications from time to time in its sole discretion, and which may include the requirement that you contact VOXNET Communications by phone to confirm that any such notice was in fact sent by you. VOXNET Communications also reserves the right to terminate or suspend your VOXNET Communications account without prior notice if you violate any of these Terms of Use, VOXNET Communications is unable to verify any information you provide to VOXNET Communications, such information is inaccurate, or VOXNET Communications determines, in its sole discretion, to discontinue offering any Service. VOXNET Communications shall not be liable to you or any third party for termination of any Service. Upon termination of your account, you shall remain liable for all fees incurred or accrued by you and any fees you may have paid in advance are nonrefundable. Upon expiration or termination for any reason, you are no longer authorized to use the Service or System. When these Terms of Use are terminated and/or your account is canceled, you will no longer have access to data and other material you have stored on the Site and that material may be deleted by VOXNET Communications.


DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY

UNLESS WE OTHERWISE AGREE IN WRITING, THIS SITE AND THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTY OF ANY KIND. YOU UNDERSTAND AND AGREE THAT ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED (INCLUDING PLUG-INS) THROUGH THE USE OF THE SERVICE IS DONE AT YOUR OWN RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL AND/OR DATA. VOXNET Communications EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, REGARDING THE SERVICES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. VOXNET Communications DOES NOT REPRESENT OR WARRANT THAT THE SERVICES WILL BE ERROR FREE, SECURE, VIRUS FREE, OR WITHOUT INTERRUPTION.

IN NO EVENT SHALL VOXNET Communications BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION ANY LOSS OF USE, LOSS OF BUSINESS, OR LOSS OF PROFIT OR REVENUE, ARISING OUT OF OR IN CONNECTION WITH SERVICES PROVIDED BY US (HOWEVER ARISING, INCLUDING NEGLIGENCE), EVEN IF WE ARE AWARE OF THE POSSIBILITY OF SUCH DAMAGES. VOXNET Communications TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THE SERVICES RENDERED, WHETHER IN CONTRACT OR TORT OR OTHERWISE, WILL NOT EXCEED ANY AMOUNTS ACTUALLY REALIZED BY VOXNET Communications (LESS ANY PAYMENTS TO YOU) DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING ANY SUCH LIABILITY.


INDEMNIFICATION

You agree to indemnify, defend and hold harmless VOXNET Communications, its affiliates, officers, directors, employees, consultants and agents from any and all third party claims, liability, damages and/or costs (including, but not limited to, attorneys fees) arising from your use of our Services, your violation of the Terms of Use or your infringement, or infringement by any other user of your account, of any intellectual property or other right of any person or entity. The Terms of Use will inure to the benefit of VOXNET Communications's successors, assigns and licensees.


CONFIDENTIALITY

During the course of this Agreement, each of us may have access to confidential, proprietary or trade secret information disclosed by the other, including, without limitation, ideas, trade secrets, procedures, methods, systems, and concepts, and any information relating to the Services or System, and the underlying software, hardware, and other technology used by VOXNET Communications to provide the Services or System, whether disclosed orally or in writing or by any other media ("Confidential Information"). Each party (the "Receiving Party") acknowledges that the Confidential Information of the other party (the "Disclosing Party") contains valuable trade secrets and other proprietary information of the Disclosing Party and that any such Confidential Information will remain the sole and exclusive property of the Disclosing Party. Each Party will use the Confidential Information provided hereunder only for purposes directly related to the purpose for which it was provided and will further restrict disclosure of Confidential Information solely to its employees and subcontractors with a need to know, and not disclose such Confidential Information to any other parties, and otherwise protect the Confidential Information with no less restrictive measures than it uses to protect its own confidential and proprietary information. Information will not be deemed "Confidential Information" if such information: (a) was in the public domain at the time it was communicated to the Receiving Party; (b) is rightfully communicated to the Receiving Party free of any obligation of confidence subsequent to the time it was communicated to the Receiving Party; (c) was in the Receiving Party's possession free of any obligation of confidence at the time it was communicated to the Receiving Party or (d) is independently developed by the Receiving Party without reference to the Confidential Information of the Disclosing Party. Notwithstanding the above, the Receiving Party will not be in violation of this Section with regard to a disclosure that was in response to a valid order by a court or other governmental body, provided that the Receiving Party provides the Disclosing Party with prompt written notice of such disclosure where reasonably possible in order to permit the Disclosing Party to seek confidential treatment of such information.



PUBLICITY AND PRESS RELEASE

You agree that we may issue a press release announcing your use of the Service, provided that we obtain your written consent, which will not be unreasonably withheld. We may use your name or logo on our Site or in collateral marketing materials relating to the services.


PARTICIPATION IN PROMOTIONS OF THIRD PARTIES

You may enter into correspondence with or participate in promotions of advertisers or partners of VOXNET Communications who show their products on our Site(s) or Services. Any such correspondence or promotions, including the delivery of and the payment for goods and services, and any other terms, conditions, warranties or representations associated with such correspondence or promotions, are solely between you and the advertiser. VOXNET Communications assumes no liability, obligation or responsibility for any part of any such correspondence or promotion.


APPLICABLE LAW

These Terms of Use will be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to its conflict of laws or your actual state or country of residence.


MODIFICATION

We reserve the right to make changes to our Site, Terms of Use, and policies at any time, and will provide notice of material changes on the home page of the Site. Your continued use of the Site, or Services accessible through it, after such notice has been posted constitutes your acceptance of the changes. Your use of the Site will be subject to the most current version of the Terms of Use, rules, and guidelines posted on the Site at the time of such use. You should periodically check the "Terms of Use" link on the Site's home page to view the then-current terms. You understand and agree that you are solely responsible for periodically reviewing the Term of Use.


SEVERABILITY

If any of these conditions are deemed invalid, void, or for any reason unenforceable, that condition well be deemed severable and will not affect the validity and enforceability of any remaining condition.


NOTICES

Notices given by VOXNET Communications to you will be given by email, by a general posting on the Site, or by conventional mail in VOXNET Communications's sole discretion. Notices given by you to VOXNET Communications must be given by email or by conventional mail. Notices to VOXNET Communications by conventional mail must be sent to our address listed below.


OUR ADDRESS
VOXNET Communications, LLC.
P.O. Box 540487
Omaha, NE 68154
1-800-888-8337