UMEETING TERMS OF SERVICE

1.1 Term and Termination

No minimum contract term applies to both Pay-Per-Use and Subscription Accounts.

Pay-Per-Use Account Customers may terminate this Agreement by giving written notice to Us at any time. Unless terminated by either Customer or Us, this Agreement will automatically renew on a monthly basis for Pay-Per-Use Account Customers.

For Subscription Account Customers this Agreement automatically renews on a monthly basis without further action by Customer unless Customer gives Umeeting written notice of non-renewal of at least thirty days.

All amounts due from Customer at the time of giving written notice to Us must be paid in order for Customer to terminate this Agreement.

Umeeting reserves the right to suspend or discontinue providing the Service generally, or to terminate Customer's Service, at any time in its sole discretion. If Umeeting discontinues providing the Service generally, or terminates Customer's Service in its discretion, Customer will only be responsible for charges accrued through the date of termination, including a pro-rated portion of any final month's charges in case of Subscription Account Customers.

Section 3 of this Agreement shall survive termination of this Agreement. All other rights and obligations of the parties shall cease upon termination of this Agreement. The term of any license granted hereunder shall expire upon expiration or termination of this Agreement.

1.2 Lawful Use of Service

You agree to use the Service only for lawful purposes. This means that You agree not to use them for transmitting or receiving any illegal, harmful, threatening, abusive, harassing, defamatory, obscene, sexually explicit, profane, racially or ethnically disparaging remarks or otherwise objectionable material of any kind, including but not limited to any material that encourages conduct that would constitute a criminal offence, give rise to a civil liability, or otherwise violate any applicable local, state, national or international law. Umeeting reserves the right to terminate Your Service immediately and without advance notice if We, in Our sole discretion, believe that You have violated the above restrictions. You are liable for any and all use of the Service by any person making use of the Service provided to You.

1.3 Copyright / Trademark / Unauthorized Usage

The Service and software used to provide the Service or provided to Customer in conjunction with providing the Service, and all Services, information, documents and materials on Umeeting's
website(s) are protected by trademark, copyright or other intellectual property laws and international treaty provisions. All websites, corporate names, service marks, trademarks, trade names, logos and domain names (collectively "marks") of Umeeting are and shall remain the exclusive property of Umeeting and nothing in this Agreement shall grant You the right to right or license to use such marks. You acknowledge that You are not given any license to use the software used to provide the Service or provided to Customer in conjunction with providing the Service, other than a non-transferable, revocable license to use such software (without making any modification thereto) strictly in accordance with the terms and conditions of this Agreement, and that all software is exclusively for use in connection with the Service.

Customer and it's Users may not reverse engineer, reverse compile, reduce to human perceivable form, or disassemble any of the features, technology or components that make up the Service.

Other than using the Service for conferences or meetings in which Customer is an active participant, and as permitted under the terms and conditions of this Agreement or other written agreements between Customer and Umeeting, Customer and it's Users may not resell, distribute, make any commercial use of, use on a timeshare or service bureau basis, or use to operate a Web-site or otherwise generate income from the Service.

1.4 Support

Any and all Improvements of the Service developed by Umeeting which are made available to Customer during the term of this Agreement shall be licensed to Customer at no additional charge, other than payments specified herein. "Improvements" means any software patches, modifications, upgrades, improvements, extensions, including, without limitation, major, minor and maintenance releases, to or for the Service.

1.5 Service Level Guarantee

If Customer's chosen account option includes a Service Level Guarantee ("SLG") and is current (i.e., not past due) with Umeeting and if the Service Availability of the Service is less than 99.9%, Umeeting will issue a credit to Customer in accordance with the Service Level Agreement ("SLA").

2.1 Billing and Payments

If You have chosen to pay Service fees by credit or debit card, You must give us a valid credit card number and card billing address when the Service is activated. If the card expires, You close Your account or Your billing address changes, or the card is cancelled and replaced owing to loss or theft, You must advise Us at once. We will bill all charges monthly to Your card, including but not limited to: set-up fees, monthly Service fees and advanced feature charges. Subscription Account fees are billed one month in advance. Umeeting reserves the right to bill at more frequent intervals if the amount due at any time exceeds $100.

If You have chosen to pay Service fees by credit or debit card, Your initial use of the Service authorizes Umeeting to charge Your card on file with Umeeting, including any changed information given to Umeeting if the card expires or is replaced, for Service charges that accrue during the billing cycle. This authorization will remain valid until 30 days after Umeeting receives Your written notice terminating Umeeting's authority to charge Your card. We may terminate Your Service at any time in Our sole discretion, if any charge to Your card on file with Umeeting is declined or reversed or in case of any other non-payment of account charges. Termination of Service for declined card, reversed charges or non-payment leaves You FULLY LIABLE to Umeeting for ALL CHARGES ACCRUED BEFORE TERMINATION and for charges incurred by Umeeting owing to Your non-payment, such as (but not limited to) collection costs and attorney's fees.

If You have chosen to pay by other means then by credit or debit card, such as by wire transfer or check, You will be responsible to cover all transaction costs involved in making such payments. If not paying by credit card, Subscription Accounts Customers will have to and continue to make full payment of all applicable Service fees monthly in advance. If not paying by credit or debit card, Pay-Per-Use account Customers will have to pre-fund their account, following which they will be entitled to use the Service until their pre-funded account balance has been depleted. It is Customer's sole responsibility to ensure that cleared funds will reach Us in time. If at any time Your Service fees have not been paid in advance, Umeeting reserves the right to suspend Your account until payment has been received.

2.2 Billing Disputes

You must notify Us in writing within 7 days after receiving Your card statement if You dispute any Umeeting charges on that statement or such dispute will be deemed waived. Billing disputes should be notified to the following address:

billing@umeeting.com

or

Billing Department
Umeeting
10 Belsize Crescent
London NW3 5QU
United Kingdom

2.3 Taxes

Customer is responsible for, and shall pay any applicable federal, state, municipal, local or other governmental sales, use, excise, value-added, personal property, public utility or other taxes, fees or charges now in force or enacted in the future, that arise from or as a result of Customer’s subscription or use or payment for the Service. Such amounts are in addition to payment for the Service and will be billed to Your account. If Customer is exempt from payment of such taxes, it will provide Umeeting with an original government-issued certificate attesting to tax-exempt status. Tax exemption will only apply from and after the date Umeeting receives the Tax Exempt Document.

2.4 Money Back Guarantee

Umeeting offers a 7-day money back guarantee, only applicable to one Pay-Per-Use or Subscription Account per business or household. Under the terms of the money back guarantee, We will refund any fees charged to Customer since opening the Pay-Per-Use or Subscription Account. Customer must cancel the Service within 7 days of the account activation, by sending written notice by registered mail or facsimile to +44 20 7681 2720. Umeeting reserves the right to terminate or revoke the Money-Back Guarantee at any time, without prior notice.

3.1 Limitation of Liability

Umeeting shall not be liable for any delay or failure to provide the Service, at any time or from time to time, or any interruption or degradation of Internet voice quality that is caused by any of the following:
1.) act or omission of an underlying carrier, service provider, vendor or other third party;
2.) equipment, network or facility failure;
3.) equipment, network or facility upgrade or modification;
4.) force majeure events such as (but not limited to) acts of god; strikes; fire; war; riot; government actions;
5.) equipment, network or facility shortage;
6.) equipment or facility relocation;
7.) service, equipment, network or facility failure caused by the loss of power to Customer; or
8.) any other cause that is beyond Umeeting's control.
Umeeting's liability for any failure or mistake shall in no event exceed Service charges with respect to the affected time period.

3.2 No Consequential Damages

In no event shall Umeeting, its officers, directors, employees, affiliates or agents or any other service provider who furnishes services to Customer in connection with this Agreement or the Service be liable for any incidental, indirect, special, punitive, exemplary or consequential damages, or for any damages, including but not limited to loss of data, loss of revenue or profits, or arising out of or in connection with the use or inability to use the Service. The limitations set forth herein apply to claims founded in breach of contract, breach of warranty, products liability, tort and any and all other theories of liability and apply whether or not Umeeting was informed of the likelihood of any particular type of damages.

3.3 Indemnification

Customer agrees to indemnify, defend and hold harmless Umeeting, its affiliates, officers, directors, employees, consultants, agents, suppliers and Resellers from any and all third party claims, liability, damages and/or costs (including, but not limited to, attorneys fees) arising from Your use of the Service, Your violation of this Agreement or the infringement or violation by You or any other user of Your Service, of any intellectual property or other right of any person or entity.

3.4 No Warranties on Service

Umeeting makes no warranties, express or implied, including but not limited to, any implied warranties of merchantability or fitness of the Service for a particular purpose. Umeeting does not warrant that the Service will be without Service failure, delay, interruption, error, degradation of Internet voice quality or loss of content, data or information. Neither Umeeting nor its officers, directors, employees, affiliates or agents or any other service provider or vendor who furnishes services or products to Customer in connection with this Agreement or the Service will be liable for unauthorized access to Umeeting's or Customer's transmission facilities or premises equipment or for unauthorized access to, or alteration, theft or destruction of, Customer's data files, programs, procedures or information through accident, fraudulent means or devices or any other method, regardless of whether such damage occurs as a result of Umeeting's or its service provider’s or vendors' negligence.

3.5 No Third Party Beneficiaries

No provision of this Agreement provides any person or entity not a party to this Agreement with any remedy, claim, liability, reimbursement, or cause of action or creates any other third party beneficiary rights.

3.6 Content

You are liable for any and all liability that may arise out of the content transmitted by or to You or Users using the Services. You shall assure that Your or User’s use of the Services and content will at all times comply with all applicable laws, regulations and written and electronic instructions for use. Umeeting reserves the right to terminate or suspend affected Services, and/or remove Your or Users' content from the Services, if Umeeting determines that such use or content does not conform with the requirements set forth in this Agreement or interferes with Umeeting's ability to provide Services to You or others or receives notice from anyone that Your or Users' use or Content may violate any laws or regulations. Umeeting's actions or inaction under this Section shall not constitute review or approval of Your or Users' use or Content. You will indemnify and hold Umeeting against any and all liability arising from the content transmitted by or to You or to Users using the Services. A "User" means any person, whether authorized or unauthorized, using the Service provided to You.

4.1 Controlling Law

This Agreement is governed, controlled, interpreted and defined by and under the laws of England and Wales, without regard to the conflicts of laws provisions thereof. Any litigation arising under this Agreement will be brought in the courts of England and Wales. If any litigation or proceeding is brought by either party against the other in connection with this Agreement, the prevailing party in such litigation or other proceeding shall be entitled to recover from the other party all costs, attorneys' fees and other expenses incurred by such prevailing party.

4.2 Interpretation

Any headings contained in this Agreement are for convenience only and shall not be employed in interpreting this Agreement. This Agreement will be interpreted fairly in accordance with its terms and conditions and without any strict construction in favour of or against either party.

4.3 Entire Agreement

This Agreement and the rates for Services found on Umeeting's website constitute the entire agreement between You and Umeeting and govern Your use of the Service, superseding any prior agreements between You and Umeeting and any and all prior or contemporaneous statements, understandings, writings, commitments, or representations concerning its subject matter. No amendment to this Agreement shall be binding upon Umeeting unless and until posted in accordance with Section 5 hereof.

4.4 Severability

In the event any provision of this Agreement is determined to be unenforceable in full, that provision will be enforced to the maximum extent permissible under applicable law, and the other provisions of this Agreement will remain in full force and effect.

Umeeting may change the terms and conditions of this Agreement from time to time. Notices will be considered given and effective on the date posted. Agreement posted supersedes all previously agreed to electronic and written Terms of Service.

The Service utilizes, in whole or in part, the public Internet and third party networks to transmit Internet voice and other communications. Umeeting is not liable for any lack of privacy which may be experienced with regard to the Service. Please refer to our Privacy Policy at www.umeeting.com for additional information on Our Privacy Policy.

7.1 Availability of Recording Data

Recordings made with the Service will become unavailable 1 month after the last playback activity for such recording.

7.2 Parties' Relationship

The relationship of Umeeting and Customer under this Agreement is that of independent contractors and not partners, joint ventures, or co-owners as participants. Neither party has authority to contract for or bind the other.

7.3 Shared Resources

The Service operates on shared resources. Excessive use or abuse of these shared network resources by Customer or its' Users may have a negative impact on all other customers. Misuse of network resources in a manner which impairs network performance is prohibited by this policy and may result in termination of Customer's account. Umeeting reserves sole discretion to determine whether any use of the Service is a violation of this policy.

7.4 Assignment

Customer may not assign this Agreement, in whole or in part, either voluntarily or by operation of law, and any attempt to do so shall be void and a default of this Agreement.

7.5 Promotional Activities

Umeeting may include Customer's name in directories of Umeeting service subscribers for the purpose of promoting the use of the Service by customers generally. Umeeting will not use Customer's name or other identifying information in any other advertising or promotional materials, without the prior written consent of Customer.

Notices to Umeeting shall be in writing and shall be given by facsimile to +44 20 7681 2720 or registered, certified or Express mail, or reliable overnight courier (such as FedEx). Umeeting's address can be found on it's website at www.umeeting.com. Notice shall be deemed to be given upon actual receipt by Umeeting.

Notices to Customer shall be sent to the email address on file for Customer at Umeeting. You are responsible for notifying Us of any changes in Your email address by updating Your account or e-mailing us at customercare@umeeting.com, and We may continue to use Your previous e-mail address unless and until We have received Your notice of address change. Notices will be considered given on the date posted or sent by Umeeting.