Last Updated: 06/17/2022
Demio is now part of Banzai. Demio Terms & Conditions will apply to Demio Starter, Growth and Business packages. For Demio Premium solutions, please check the sales order.
These Terms of Service (“Terms”) are a legally binding agreement between Demio Holding, Inc., a Delaware corporation (“Company”), and the person or entity agreeing to these Terms, on behalf of itself and its applicable Affiliates (“Customer”). The authorized party signing or electronically submitting the Order or accessing the Services represents that it has the authority to bind the Customer and understands and agrees to the Order, these Terms, and the applicable Service Descriptions (collectively the “Agreement”). These Terms may be updated at any time. In the event of an update to the Terms, Customer will be emailed a notification and will be deemed to agree to the updated version upon continued use of the Services.
As used in the Agreement, the following defined terms shall apply:
1.1. “Affiliate” means, with respect to a party, any entity which directly or indirectly controls, is controlled by, or is under common control with such party, where “control” means the power, directly or indirectly, to direct, or to cause the direction of, the management and policies of an entity, whether through majority ownership of voting securities or equity interests.
1.2. “Company Marks” means any name, logo, trade dress, or mark belonging to Company or its affiliates.
1.3. “Customer Content” means any files, documents and other information belonging to Customer or users and uploaded to Customer’s Service account.
1.4. “Effective Date” means the earlier of the date (i) Customer submits the initial Order, or (ii) as stated on the signature block of the Order.
1.5. “Order” or “Services Order” means any initial or subsequent ordering document and/or online request for access to the Services submitted to Company, a Company authorized reseller and/or through Company product websites and approved by Company.
1.6. “Services” means the generally available Company software-as-a-service offerings (“SaaS Services”), as further described in the Service Descriptions. Company may update the Services at any time and all Services set forth in the Service Descriptions may not be available to all Customers. The Services are for professional/business use only.
1.7. “Service Descriptions” means the overview and other terms applicable to the Services, as amended from time to time, and found at Service Descriptions.
1.8. “Updates” means any corrections, bug fixes, new features or functions added to the Services, but shall not include any new versions that Company markets and sells separately.
1.9. “Use Level” means the model by which Company measures, prices and offers the Service to Customer as set forth on the applicable price list, websites, Order, and/or Service Description.
1.10. “Webinar” means any meeting, webinar, presentation, conference, or other service offered by Customer through Company’s Services.
2.2. Limitations on Use. Except to the extent permitted by applicable law, Customer agrees, on behalf of itself and its users, not to (i) modify, distribute, prepare derivative works of, reverse engineer, reverse assemble, disassemble, decompile or attempt to decipher any code relating to the Services and/or Company technology; (ii) knowingly or negligently access or use the Services in a manner that abuses or disrupts the Company networks, security systems, user accounts, or Services of Company or any third party, or attempt to gain unauthorized access to any of the above through unauthorized means, (iii) transmit through or post on the Services any material that is deemed abusive, harassing, obscene, slanderous, fraudulent, libelous or otherwise objectionable or unlawful; (iv) market, offer to sell, and/or resell the Services to any unauthorized third party; (v) use the Services in violation of Company policies, applicable laws, ordinances or regulations; (vi) use the Services to send unsolicited or unauthorized advertising, junk mail, or spam; (vii) harvest, collect, or gather information or data regarding other users without their consent; (viii) transmit through or post on the Services any material that may infringe the intellectual property rights or other rights of third parties, including trademark, copyright, data privacy or right of publicity; (ix) transmit or post on the Services any material that contains software viruses or other harmful or deleterious computer code, files or programs; (x) use the Services directly or indirectly for competitive benchmarking or other competitive analysis if Customer is a direct competitor of the applicable Service; (xi) submit to, or store in the Services, any Protected Health Information (“PHI”) unless Customer has complied with all laws applicable to PHI and Section 5.1 below; or (xii) make any representations to any third party with respect to Company or this Agreement (including, without limitation, that Company is a warrantor or co-seller of any of Customer’s products and/or services). Under no circumstance will Customer or any of its Affiliates (i) use spam, unsolicited phone calls, unsolicited SMS messages, unsolicited electronic communications, or other unlawful methods to register any person for any Webinar or to promote any Webinar or (ii) perform or display anything which may be considered unlawful or in violation of any right of any third party during any Webinar. Company shall have sole and exclusive discretion to determine applicability of the restrictions set forth above and any violations thereof.
2.3. Proprietary Rights. Except for the limited subscription rights granted herein, Customer has no right, title or interest in or to the Company Marks or Services or any components provided by Company in connection with the Services or any intellectual property rights related thereto. Customer acknowledges that Company or its licensors retain all proprietary right, title and interest in and to the Company Marks and the Services and any components, including, without limitation, all modifications, enhancements, derivative works, configuration, translations, upgrades and interfaces thereto.
2.4. Company Marks. Unless expressly authorized under the terms of this Agreement, Customer agrees that it shall not use, register or apply for registration of any trademark, service mark, business name, company/trade name, domain name or social media account name or handle which is comprised of or incorporates in whole or in part any Company Mark, or is otherwise confusingly similar to a Company Mark. In the event of any breach of this provision, Customer agrees that it will do all things necessary to effect the transfer of any such same or similar trademark, service mark, business name, company/trade name, domain name or social media account name or handle to Company, including but not limited to executing assignment documentation. Except as expressly granted herein, no license regarding the use of Company’s copyrights, patents, trademarks, service marks or company/trade names is granted or will be implied.
3. ORDERS, FEES AND PAYMENT.
3.1. Orders. Customer may order Services using the Company then-current ordering processes. All Orders are subject to acceptance by Company in its discretion. All Customer information provided by or on behalf of Customer must be current, complete and accurate and Customer is responsible for keeping such information updated. Order information is subject to automatic processing by Company for the purposes of managing Customer’s account.
3.2. Fees and Subscription. Customer is responsible for all fees applicable to the Services, including any one-time implementation fees ("Fees"). Customer may be given the option to order the Services on a monthly or annual basis. The subscription options available to Customer will be presented on the relevant pricing screen and/or in Customer's contract.
(a) Annual subscription. If Company offers and Customer chooses an annual subscription, Customer may be offered a choice between quarterly and annual billing. Any such choice, if available, will be presented on the relevant pricing screen and/or in the Customer's contract. If Company offers and Customer chooses quarterly billing, Fees will be due one every three months (for a total of four per year), beginning on the subscription's effective date. If Customer chooses annual billing, Fees will be due one per year beginning on the same date.
(b) Monthly subscription. If Company offers and Customer chooses a monthly subscription, Fees will be due one per month, beginning on the contract's effective date.
(c) Payment method. Customer is required to keep on file with the Company a debit or credit card that will not expire during the current annual Term and hereby authorizes Company to charge all Fees when due. When applicable, Customer authorizes Company (i) to take steps to determine whether a debit/credit card number provided is valid, and (ii) charge such card in accordance with the billing frequency specified in the Order. Company reserves the right to terminate this Agreement immediately in the event any payment information is found at any time to be inaccurate, incomplete and/or not current. Company shall not be responsible for any overdraft charges or other fees that may be incurred due to Company use of Customer’s card for payment hereunder. No refunds, credits, or setoffs will be made available under any circumstance.
3.4. Pricing. Company reserves the right to update the price for Services at any time after the Initial Term. If Company intends to initiate a price change, it will notify Customers on its website or by email, quote or invoice. Such price changes will be effective as of the next billing cycle.
3.5. Services Trial. Company may, at its sole discretion, make the Services available to Customer on a trial basis or offer promotional versions of the Services for a limited period of time (“Trial Period”), as specified on the applicable Order. The Trial Period shall terminate (i) at the end of the stated Trial Period, or (ii) if no such date is specified, thirty (30) days from the date of Customer’s initial access to the Services. Following expiration of the Trial Period, the Services will automatically continue unless canceled by Customer, and Customer is responsible for payment of the applicable Fees set forth in the Order, immediately following the termination of the Trial Period. During the Trial Period, Company provides the Services “AS IS” and without warranty or indemnity, to the extent permitted by law, and all other terms of this Agreement otherwise apply. Company reserves the right to modify or discontinue any trials or promotions at any time without notice.
3.6. Additional Services. Customer may order additional Services at any time. Unless otherwise agreed in the applicable Order, any additional Services ordered by Customer following the Effective Date are subject to these Terms, and shall be coterminous with the Term for existing Services. If the additional Services ordered by Customer entail different pricing than the original Services ordered, that new pricing will take effect immediately upon Company’s providing the additional Services, and Fees for the additional services shall be prorated for the number of days remaining in the current Term.
3.7. Late Payments. Company reserves the right, in its discretion, to (i) suspend or terminate the Services or any portion thereof for non-payment of undisputed Fees, and (ii) impose a charge to restore archived data from delinquent accounts. Customer agrees to reimburse Company for all reasonable costs and expenses incurred in collecting delinquent amounts. Should there be a dispute over Fees, Company reserves the right, in its discretion, to suspend or terminate the Services or any portion thereof should the disputed fees remain unpaid, and the dispute unresolved, after 30 days.
3.8. Taxes and Withholding. Customer shall be responsible for all applicable taxes (including but not limited to withholding tax, sales tax, services tax, value-added tax (VAT), goods and services tax (GST), tariffs, Universal Services Fund (USF) fees (if applicable to the Audio Services only) and/or duties) (collectively, “Taxes”) imposed by any government entity or collecting agency based on the Services, except those Taxes based on Company net income, and/or those Taxes for which Customer has provided a certificate confirming Customer is otherwise exempt. If Customer fails to satisfy its Tax obligations herein, Customer agrees to reimburse Company for any Taxes paid on Customer’s behalf and indemnify and hold Company harmless against any claim, liability and/or penalties resulting therefrom.
4. TERM AND TERMINATION.
4.1. Term. These Terms shall apply as long as any Order is in effect. The period that Customer may access and use the Services (“Term”) shall be as specified in the Order and may include an initial period (“Initial Term”) and a renewal period (“Renewal Term”). If no Term is specified in the Order, then the Initial Term shall commence on the Effective Date for a twelve (12) month period, and thereafter shall renew automatically for an additional twelve (12) month period unless (i) otherwise stated in the Order or (ii) Customer provides Company with notice of its intent to terminate at least 30 days before the end of the Term. Such notice must be submitted to Company at Support@Demio.com or otherwise in accordance with the applicable Service Description.
4.2. Termination for Cause. Either party may terminate the Agreement (i) if the other party breaches any of its material obligations under the Agreement and fails to cure within thirty (30) days of receipt of written notice from the non-breaching party, or (ii) if the other party becomes insolvent or bankrupt, liquidated or is dissolved, or ceases substantially all of its business, or (iii) immediately for a breach by Customer of Section 2 or Section 5. If Customer terminates for cause, Company shall refund any fees pre-paid for services to be rendered after the termination date.
4.3. Effect of Termination. Upon termination of the Agreement for any reason, Customer will immediately discontinue all access and use of the Services. Company has no obligation to maintain Customer Content following termination and, in any event, will destroy or delete Customer Content within thirty (30) days of Customer request, subject to compliance with Company policies and applicable law. Neither party shall be liable for any damages resulting from termination of the Agreement; provided, however, termination shall not affect any claim arising prior to the effective termination date.
4.4. Survival. The provisions of Sections 3 (Fees), 4.4 (Effect of Termination), 5 (Customer Content and Customer Accounts), 8 (Indemnification), 9 (Limitation of Liability), and 10.10 (Notices) shall survive any termination of the Agreement.
4.5. No “right of withdrawal.” Consistent with European Union law and regulations, Company hereby notifies Customer that, in order to allow Company to begin providing the Services immediately, Customer does not have a 14-day right to withdraw from its purchase of the Services.
5. CUSTOMER CONTENT AND CUSTOMER ACCOUNTS.
5.1. Customer Content. Customer retains all rights to any and all of its Customer Content and Company shall not own or license any data, content, information or material in such Customer Content. Company shall use reasonable efforts to keep Customer Content protected in accordance with industry standards but cannot and does not, under any circumstance, guarantee the security or privacy of Customer Content. Customer agrees to upload Customer Content solely at its own risk. Company will not monitor Customer’s or its user’s use of the Services, and Company will not view, access or process any Customer Content, except: (i) to provide the Services, (ii) as directed or instructed by Customer and its users, (iii) for compliance with Company policies, applicable law, regulation, or governmental request, and/or (iv) in the event of litigation concerning the Customer Content.
5.2. Customer Accounts. Customer is solely responsible for (i) the configuration of Customer’s Services account, (ii) the operation, performance and security of Customer’s equipment, networks and other computing resources used to connect to the Services, (iii) all uses of the Services by Customer and its users. Company reserves the right to suspend the Services or terminate the Agreement if Customer breaches any provision in this Agreement or misuses or otherwise shares login information among users. Customer will notify Company promptly of any discovered unauthorized use of its account or any other breach of security of Customer’s account. Company reserves the right to review Customer’s account to confirm compliance with applicable Use Levels, and to terminate or suspend Customer’s access for overuse and/or misuse. Customer agrees to pay for any overage in excess of permitted Use Levels.
6. COMPLIANCE WITH LAWS.
In connection with the performance, access and use of the Services under the Agreement, each party agrees to comply with all applicable laws, rules and regulations including, but not limited to, export and import, data protection, and privacy laws and regulations. Specifically, Customer shall provide the relevant persons and/or participants with all information or notices Customer is required by applicable privacy and data protection laws to provide and, if necessary, obtain the consent of or provide choices to such persons and/or participants as required. Notwithstanding any other provision in this Agreement, Company shall have the right to immediately terminate this Agreement for noncompliance with applicable laws.
COMPANY’S SOLE WARRANTS THAT THE SERVICES WILL CONFORM TO THE SERVICE DESCRIPTIONS UNDER NORMAL USE AND MAKES NO OTHER REPRESENTATION OR WARRANTY, WHETHER EXPRESS OR IMPLIED, OF ANY KIND. WITHOUT LIMITING THE FOREGOING, COMPANY DOES NOT REPRESENT OR WARRANT THAT (I) THE USE OF THE SERVICES WILL BE TIMELY, UNINTERRUPTED OR ERROR FREE, OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (II) THE SERVICES WILL MEET CUSTOMER’S REQUIREMENTS OR EXPECTATIONS, OR (III) ERRORS OR DEFECTS WILL BE CORRECTED. COMPANY’S ENTIRE LIABILITY AND CUSTOMER’S EXCLUSIVE REMEDY UNDER THIS WARRANTY WILL BE, AT COMPANY’S SOLE OPTION AND SUBJECT TO APPLICABLE LAW, TO PROVIDE CONFORMING SERVICE OR TO TERMINATE THE NON-CONFORMING SERVICES AND THIS AGREEMENT OR THE APPLICABLE ORDER, AND PROVIDE A PRO-RATED REFUND OF ANY PREPAID FEES FROM THE PERIOD OF NON-CONFORMANCE THROUGH THE END OF THE REMAINING TERM. TO THE EXTENT PERMITTED BY APPLICABLE LAW, COMPANY DISCLAIMS ALL OTHER WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES AND CONDITIONS, THEREFORE SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO CUSTOMERS LOCATED IN SUCH JURISDICTIONS.
8.1. Indemnification by Company. Subject to Sections 8.2 and 8.3 below, Company shall indemnify and defend Customer against any third party Infringement Claim brought against Customer, and pay reasonable attorney’s fees, court costs, damages finally awarded, and reasonable settlement costs with respect to such Infringement Claim; provided that: (i) Customer promptly notifies Company in writing of an Infringement Claim such that Company is not prejudiced by any delay of such notification; (ii) Company will have sole control over the defense and any settlement of any Infringement Claim; and (iii) Customer will provide reasonable assistance in the defense of same. Company will reimburse Customer for reasonable expenses incurred in providing such assistance. Company shall not enter into any settlement agreement without Customer’s prior written consent. For the purposes of this Agreement, “Infringement Claim” means any claim, suit or proceeding brought against a Customer based on an allegation that the Services, as used by Customer in accordance with this Agreement and the applicable documentation, infringes upon any intellectual property rights of any third party.
8.2. Infringement Cures. If Customer’s use of any of the Services is, or in Company’s opinion is likely to be, enjoined as a result of an Infringement Claim, Company shall, at its sole option and expense, either (i)procure for Customer the right to continue to use the Services as contemplated herein, or (ii) replace or modify the Services to make their use non-infringing without degradation in performance or a material reduction in functionality. If options (i) and (ii) above are not reasonably available, Company may, in its sole discretion and upon written notice to Customer, terminate this Agreement and cancel access to the Services.
8.3. Limitation. Company assumes no liability, and shall have no liability, for any Infringement Claim based on (i) Customer’s access to and/or use of the Services following notice of an Infringement Claim; (ii) any modification of the Services by Customer or at its direction without Company’s prior consent; (iii) Customer’s combination of the Services with third party programs, services, data, hardware, or other materials; or (iv) any trademark or copyright infringement involving any marking or branding not applied by Company or involving any marking or branding applied at Customer’s request.
8.4. Exclusive Remedy. THE FOREGOING STATES COMPANY’S SOLE LIABILITY AND CUSTOMER’S EXCLUSIVE REMEDY WITH RESPECT TO ANY INFRINGEMENT CLAIM HEREUNDER.
8.5. Indemnification by Customer. Customer shall indemnify, defend, and hold harmless Company from and against any third party claim brought against Company resulting from a breach of any provision of this Agreement by Customer, its users, of affiliates, and shall pay reasonable attorney’s fees, court costs, damages awarded, and reasonable settlement costs with respect to any such claim. Company may participate in the defense or settlement of such a claim with counsel of its own choice and at its own expense; however, Company shall not enter into any settlement agreement or otherwise settle any such claim without Customer’s express prior written consent, which shall not be unreasonably withheld, delayed, or conditioned.
9. LIMITATION ON LIABILITY.
NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY OR TO ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL OR INCIDENTAL LOSS, EXEMPLARY OR OTHER DAMAGES, WHETHER DIRECT OR INDIRECT, ARISING OUT OF OR RELATING TO: (i) LOSS OF DATA, (ii) LOSS OF INCOME, (iii) LOSS OF OPPORTUNITY, (iv) LOST PROFITS, (v) COSTS OF RECOVERY OR ANY OTHER DAMAGES, HOWEVER CAUSED AND BASED ON ANY THEORY OF LIABILITY, INCLUDING, BUT NOT LIMITED TO, BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR VIOLATION OF STATUTE, WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY. THE TOTAL CUMULATIVE LIABILITY OF EITHER PARTY AND THEIR RESPECTIVE LICENSORS AND SUPPLIERS ARISING OUT OF THIS AGREEMENT AND/OR THE TERMINATION THEREOF, SHALL BE LIMITED TO THE SUM OF THE AMOUNTS PAID FOR THE APPLICABLE SERVICE DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE INCIDENT GIVING RISE TO THE LIABILITY. THE FOREGOING SHALL NOT LIMIT CUSTOMER’S OBLIGATIONS TO PAY ANY FEES AND/OR OTHER SUMS DUE UNDER ANY ORDER.
10. ADDITIONAL TERMS.
10.1 Customer brand assets. During the Term of this Agreement, Customer grants Company right and license to include Customer’s name and logo on Company’s web site and other marketing materials. Customer may revoke this permission at any time, in writing.
10.2. Beta or Labs Services. Customer acknowledges that Beta or Labs Services are offered “as-is”, without warranty or indemnity of any kind and Customer’s access to and use of the Beta Services is at Customer’s sole risk. The Beta or Labs Services may contain bugs, errors and other defects. To the extent permitted by applicable law, Company disclaims any warranties and conditions, whether express, implied, statutory or otherwise, and any liability with respect to the Beta or Labs Services. Customer agrees to receive correspondence and updates from Company related to the Beta or Labs Services and acknowledges that opting out from such communications may result in cancellation of Customer’s Beta or Labs Services. Company does not make any representations, promises or guarantees that the Beta or Labs Services will be publicly announced or made generally available. Company has no obligation to provide technical support or continued availability of any particular Beta or Labs Service or feature which can be canceled at any time by Company in its sole discretion with or without notice to Customer. Customer may be asked to provide feedback regarding Customer’s experience and use (“Feedback”) of the Beta or Labs Service. Customer grants to Company an irrevocable, perpetual, royalty-free, worldwide license to use and incorporate any Feedback into any Company product or service (including the Beta or Labs Services) for any purpose, without royalty or credit of any kind. With respect to the Beta or Labs Services, these terms supersede any conflicting terms and conditions in the Agreement, but only to the extent necessary to resolve conflict.
10.3. Digital Millennium Copyright Act ("DMCA") NOTICE
The Company respects the intellectual property rights of others. Per the DMCA, we will respond expeditiously to claims of copyright infringement on the Site if submitted to our Copyright Agent as described below. Upon receipt of a notice alleging copyright infringement, the Company will take whatever action it deems appropriate within its sole discretion, including removal of the allegedly infringing materials and termination of access for repeat infringers of copyright protected content.
Procedure for Notifying the Company of Copyright Infringement. If You believe that your intellectual property rights have been violated by us or by a third party who has uploaded materials to our website, please provide the following information to the designated Copyright Agent listed below:
(i) A description of the copyrighted work or other intellectual property that you claim has been infringed;
(ii) A description of where the material that you claim is infringing is located on the Site;
(iii) An address, telephone number, and email address where we can contact you and, if different, an email address where the alleged infringing party, if not Us, can contact you;
(iv) A statement that you have a good-faith belief that the use is not authorized by the copyright owner or other intellectual property rights owner, by its agent, or by law;
(v) A statement by you under penalty of perjury that the information in your notice is accurate and that you are the copyright or intellectual property owner or are authorized to act on the owner's behalf;
(vi) Your electronic or physical signature.
We may request additional information before removing any allegedly infringing material. In the event we remove the allegedly infringing materials, we will immediately notify the person responsible for posting such materials that we removed or disabled access to the materials. We may also provide the responsible person with your email address so that the person may respond to your allegations.
Pursuant to 17 U.S.C. 512(c). the Company’s designated Copyright Agent is reached at: email@example.com or (813) 308-0211
10.5. Suspension of Service. Company may temporarily suspend the Services if Company determines, in its sole discretion, that continued provision would compromise the security of the Services due to, without limitation, hacking attempts, denial of service attacks, mail bombs or other malicious activities, and Company will take action to promptly resolve any such security issues. Company agrees to notify Customer of any such suspension and subsequent reactivation of the Services.
10.6. High-Risk Use. Customer acknowledges that the Services are not designed or intended for access and/or use in or during high-risk activities, including but not limited to: medical procedures; on-line control of aircraft, air traffic, aircraft navigation or aircraft communications; or the design, construction, operation or maintenance of any nuclear facility. Customer understands that the Services do not allow and should not be used for calls to emergency services numbers (e.g., in the United States 911, or in the United Kingdom 999 and 112). Company expressly disclaims any express or implied warranty of fitness for such purposes.
10.7. Recordings. Certain Services provide functionality that allows a Customer to record audio and data shared during collaboration sessions. Customer is solely responsible for complying with all federal, state, and local laws in the relevant jurisdiction when using recording functionality. Company expressly disclaims all liability with respect to Customer's recording of audio and/or shared data while using the Services.
10.8. Assignment. Neither party may assign its rights or delegate its duties under this Agreement either in whole or in part without the other party’s prior written consent, which shall not be unreasonably withheld, except that either party may assign this Agreement as part of a corporate reorganization, consolidation, merger, or sale of all or substantially all of its assets. Any attempted assignment without such consent shall be void. This Agreement will bind and inure to the benefit of each party’s successors or assigns.
10.9. Notices. All legal notices required under this Agreement shall be in writing and delivered in person or by certified or registered express mail to the address last designated on the account for Customer, and the Company contracting entity as specified below, or such other address as either party may specify by notice to the other party as provided herein. Notice shall be deemed given (i) upon personal delivery; (ii) if delivered by air courier or email, upon confirmation of receipt; or (iii)five (5) days after deposit in the mail. Non-legal notices may be provided to the email address specified on the applicable Order and shall be deemed effective on the next business day following the date and time stamp on the sender’s email. Company may also provide Customer with notice postings on the Company website.
10.10. Entire Agreement; Order of Precedence. This Agreement sets forth the entire agreement and understanding of the parties relating to the Services and supersedes all prior and contemporaneous oral and written agreements. For any conflict between an executed Order, these Terms and the Service Descriptions, the conflict shall be resolved in that order, but only for the specific Services described in the applicable Order. For any conflict between these Terms and any BAA, this Agreement shall control. Nothing contained in any document submitted by Customer shall in any way add to or otherwise modify the Agreement or Company program terms unless agreed to in writing by both Customer and Company.
10.11. General Terms. Captions and headings are used herein for convenience only, are not a part of this Agreement, and shall not be used in interpreting or construing this Agreement. If any provision of this Agreement is declared by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be severed from this Agreement and the other provisions shall remain in full force and effect. The parties are independent contractors and nothing in this Agreement creates a partnership, franchise, joint venture, agency, fiduciary or employment relationship between or among the parties. No person or entity not a party to this Agreement will be deemed to be a third party beneficiary of this Agreement or any provision hereof. Company authorized resellers and distributors do not have the right to make modifications to this Agreement or to make any additional representations, commitments, or warranties binding on Company. No waiver or amendment of any term or condition of this Agreement shall be valid or binding on any party unless agreed to in writing by each party. Company failure to enforce any term of this Agreement will not be construed as a waiver of the right to enforce any such terms in the future. Unless otherwise specified, remedies are cumulative. This Agreement may be agreed to online, or executed by electronic signature and in one or more counterparts. No party will be responsible for any delay, interruption or other failure to perform under this Agreement due to force majeure events and acts beyond a party’s reasonable control, but only for so long as such conditions persist. Force majeure events may include: natural disasters; wars; terrorist activities, activities of local exchange carriers, telephone carriers, wireless carriers, and Internet service providers, labor disputes; and acts of government.
What Is Spam?
Spam is unsolicited email also known as UCE (Unsolicited Commercial Email). In compliance with the U.S. CAN-SPAM Act of 2004, Company prohibits the following:
The federal anti-spam law went into effect on January 1, 2004. The law provides specific requirements for sending commercial email and empowers the federal government to enforce the law. The CAN-SPAM Act defines commercial messages as those for which the primary purpose is to advertise or promote a commercial product or service. Penalties can include fines and/or jail time. For more on the CAN-SPAM Act, please visit this link: http://www.ftc.gov/spam.
How to Notify Us
If you’ve received unsolicited email from one of our users, please notify us immediately at firstname.lastname@example.org. If Company finds unauthorized or improper use, it may, without notice, take such action in its sole discretion, including blocking messages from a particular Internet domain, mail server or IP address as well as terminating any account found in violation of this policy.