This agreement is between the individual or legal entity (“Customer”) using, subscribing to, purchasing or registering for Worldvox Corporation Video Conferencing, Audio Conferencing, International Calling, Soft phone, SMS, Texting, or Calling Card services (the “Services”) and Worldvox. Please read this Agreement carefully before subscribing to or using the Services. By subscribing to or using the Services, you agree to the following terms and conditions. If you do not agree with these Terms and Conditions, please do not use Worldvox Corporation Video Conferencing, Teleconferencing, International Calling, Soft phone, SMS, Texting, or Calling Card services.
GENERAL. Video Conferencing, Teleconferencing, International Calling, Soft phone, SMS, Texting, or Calling Card services are provided by Worldvox. Rates and charges for services provided are available at Worldvox.com. Read FAQ’s for other important information on the services. Rates, fees, taxes, and surcharges are subject to change without notice except where prohibited by law. Consult customer service or applicable tariff for current rates, fees, taxes or surcharges. Government/carrier imposed taxes, fees and surcharges may apply to each call or use except where prohibited by law. International cellular calls billed at higher rates. Not responsible for lost, stolen or misused cards/accounts. Except where prohibited by law, no refunds and no returns unless authorized.
Worldvox has no control over the content of the information transmitted through its accounts. Worldvox does not (i) represent or endorse the accuracy or reliability of any opinion, advice or statement made through a Worldvox Video Conferencing, Teleconferencing, International Calling, Soft phone, SMS, Texting, or Calling Card services account, (ii) assume any liability for any harassing, offensive or obscene material distributed or received through a Worldvox Video Conferencing, Teleconferencing, International Calling, Soft phone, SMS, Texting, or Calling Card services account, or (iii) assume any liability for any material distributed through a Worldvox Video Conferencing, Teleconferencing, International Calling, Soft phone, SMS, Texting, or Calling Card services account which is distributed in violation of any third party's copyright or other intellectual property right.
Customer shall not use any Worldvox services for any unlawful purpose and shall use the Worldvox services in accordance with the instructions set forth in the website. Customer is expressly prohibited from using the Services to transmit, post, email or otherwise make available any unlawful, harmful, threatening, abusive, libelous, vulgar, obscene, invasive of another’s privacy, profane, hateful, or otherwise objectionable information of any kind, including, but not limited to, encouraging conduct that would constitute a criminal offense, infringe third party rights, give rise to civil liability or otherwise violate any local, state, national or other law. Customer may not use the Services to upload, post, reproduce or distribute, in any way, any information, software or other material protected by copyright, trademark, or other laws protecting intellectual property or that would violate an individual’s publicity or privacy rights without first obtaining the permission of such right by holder. APPLICABLE LAWS. Customer agrees to comply with all applicable laws, regulations, or conventions including those related to data privacy, international communications, and exportation of technical or personal data.
EFFECTS OF TARIFFS. Any and all tariffs and related provisions are made a part of this Agreement and shall control any inconsistency between the tariff and the terms and conditions of this Agreement.
INDEMNIFICATION. Customer agrees to defend, indemnify and to hold harmless Worldvox, its officers, directors, employees, agents, affiliates, suppliers and contractors and subcontractors, from any claim, cost, liability or demand of any third party, including attorney’s fees, which arises or is alleged to arise from any breach of this Agreement by Customer or the violation of any law or third party’s rights by customer, including the use of Customer's account or in connection with the placement or transmission of any message, information, software or other content using the Services. Worldvox shall give written notice of any such claim, action or demand within a reasonable time. Worldvox shall be defended by attorneys of their choice at Customer's expense.
SEVERABILITY. If any provision or portion of this Agreement shall be held invalid under any applicable laws, such invalidity shall not affect any other provision of this Agreement that can be given effect without the invalid provision or portion, and, to this end, the provisions or portions hereof are severable.
PAYMENTS AND CHARGES. Worldvox will invoice Customer electronically online free of charge. Customer agrees to make payment for all Services upon receipt of invoice, or such later date if specified on the invoice, to the location and in the manner directed on the invoice. Invoices not paid on a timely basis will be subject to interest or late fees in accordance with the Worldvox policy applicable to Customer's location or the maximum legally allowable interest rate, whichever is lower. Customer may obtain the finance policy applicable to Customer's location by contacting legal@Worldvox.com. Customer must notify Worldvox of any disputed charges within thirty (30) days from the date of the invoice, otherwise Customer will be deemed to agree to such charges and Worldvox will not be subject to making adjustments to charges or invoices. Customer acknowledges and agrees, that: (1) unless indicated otherwise, Services are charged by multiplying all inbound or outbound legs of all conferences by the applicable per minute rate; (2) Service rates specifically negotiated by Customer and agreed to by Worldvox as indicated on Worldvox invoices to Customer shall be deemed "Negotiated Rates;" (3) Services that are not subject to Negotiated Rates, including conference legs to or from a location outside the host country and all taxes, fees, and surcharges, will be charged at Worldvox standard rates ("Standard Rates"); (4) Customer may obtain Worldvox Standard Rates through Customer's sales or account representative or in some cases through Customer's web account. For customers using the multimedia minute product, in order to obtain the blended multimedia rate for each leg of the conference, any meeting participant who dials into the call (rather than having the meeting call out to them) must have their audio and web connections synchronized during the meeting. Failure to do so will result in that leg being charged both an audio and a web usage rate at customer's applicable charges for such services.
CHANGES TO SERVICES AND PRICES. CUSTOMER ACKNOWLEDGES AND AGREES THAT STANDARD RATES ARE SUBJECT TO CHANGE AT ANY TIME WITHOUT WORLDVOX PROVIDING SPECIFIC NOTICE TO CUSTOMER BY WORLDVOX POSTING NEW STANDARD RATES. CUSTOMER THEREFORE AGREES TO CHECK WORLDVOX'S STANDARD RATES FROM TIME TO TIME AND IN EACH CASE PRIOR TO USING ANY SERVICES SUBJECT TO STANDARD RATES. NEGOTIATED RATES FOR ANY SERVICE, FEATURE OR FEE (INCLUDING WAIVERS THEREOF) ARE SUBJECT TO CHANGE AT ANY TIME ON THIRTY (30) DAYS PRIOR WRITTEN NOTICE TO CUSTOMER OR AT ANY TIME AS TO A SPECIFIC SERVICE WITHOUT PRIOR NOTICE TO CUSTOMER IN THE EVENT SUCH SERVICE REMAINS DORMANT (I.E.,IS NOT USED) FOR A PERIOD OF TWELVE MONTHS OR LONGER. CUSTOMER AGREES THAT EITHER OR BOTH OF NEGOTIATED RATES AND STANDARD RATES MAY BE INCREASED BY WORLDVOX BY 15% (ROUNDED UP TO THE NEXT FULL CENT) EACH YEAR WITHOUT PRIOR NOTICE TO CUSTOMER. IN LIGHT OF THE PRICE CHANGING POLICIES HEREIN, CUSTOMER THEREFORE AGREES TO CAREFULLY REVIEW EACH INVOICE PRIOR TO MAKING PAYMENT AND TO NOTIFY WORLDVOX OF ANY RATE DISPUTES WITHIN THIRTY (30) DAYS FROM THE DATE OF THE INVOICE, OTHERWISE CUSTOMER WILL BE DEEMED TO AGREE TO SUCH RATES AND TO HAVE WAIVED ANY RIGHTS TO DISPUTE THEM IF NOT RAISED WITHIN THIRTY (30) DAYS FROM THE DATE OF THE INVOICE. WORLDVOX MAY DISCONTINUE THE SERVICES OR CHANGE THE SERVICES WITHOUT NOTICE.
UNPAID CHARGES. In the event charges due are not timely paid in full for any reason, Worldvox shall have the right to suspend all or any portion of the Services until such time as all charges and applicable interest amounts and/or late fees have been paid. In addition, if any outstanding invoice has not been paid in full within 30 days of the date due, Worldvox may suspend services, or increase the per use charge for any service by up to 15% beginning with Customer’s usage on the 31st day in which the invoice was due; and (ii) charges and features that may have been waived in the past will no longer be waived, both of which may be done without any further notice. The new rates, if applied by Worldvox, will continue in effect until a written agreement expressly lowering such rate is executed by an authorized representative of each party. This rate increase is in addition to any and all other rate increases allowed pursuant to these terms and conditions. Following such payment, Worldvox may reinstate Services only upon satisfactory assurance of Customer's ability to pay for Services, including modified payment terms such as prepayment and/or accelerated invoicing. Such suspension shall not relieve Customer of any payment liability. Customer agrees to reimburse Worldvox for any costs, expenses, or fees expended by Worldvox in connection with any collection efforts against Customer, including reasonable internal and outside attorneys' fees.
LICENSE. Subject to Customer's compliance with the terms and conditions of this Agreement, Worldvox hereby grants Customer a non-exclusive license during the applicable Term to use the Services. Except as specifically set forth herein, Worldvox or its suppliers retain all right, title, and interest, including all intellectual property rights, relating to or embodied in the Services, including without limitation all technology, telephone numbers, web addresses, software, or systems relating to the Services. Worldvox reserves the right to reclaim any dial-in numbers. Customer agrees not to reverse engineer, decompile, disassemble, translate, or attempt to learn the source code of any software related to the Services. Other than using the Services for conferences or meetings in which Customer are an active participant, Customer may not resell the Services or otherwise generate income from the Services.
RESPONSIBILITY FOR CUSTOMER’S ACCOUNT. Customer is responsible for maintaining the confidentiality of Customer's accounts, owner numbers, conference codes, passwords and personal identification numbers used in conjunction with the Services and for all uses of the Services in association with Customer's accounts whether or not authorized by Customer. Worldvox does not sell products or services for children. Customer will not allow children under 18 to use the Services without the involvement of a parent or guardian. Customer agrees to immediately notify Worldvox of any unauthorized use of Customer's account of which Customer become aware.
RESPONSIBILITY FOR COMMUNICATIONS. Customer is the sole owner of content and solely responsible for the content of all communications (visual, written or audible) using Customer's accounts. Customer shall comply with all laws while using the Services; shall not transmit any communication that violates any law, court order, or regulation; shall not violate any third party rights in using the Services; and shall not use the Services in any way that damages Worldvox property or interferes with or disrupts Worldvox system or other users. Although Worldvox is not responsible for any such communications, Worldvox may suspend any such communications of which Worldvox is made aware. Use of conference recording or taping any use of the Services by Customer may subject Customer to laws or regulations and Customer is solely responsible for and obligated to provide any required notification to participants prior to commencement of said conference. Customer acknowledges and agrees that Worldvox has not and is not expected to provide Customer with any analysis, interpretation or advice regarding Customer's compliance with the above and does not control Customer's content nor guarantee the accuracy, integrity, security or quality of Customer's content.
LIMITATION OF LIABILITY. As a material inducement for Worldvox to provide the services hereunder, Customer agrees that UNDER NO CIRCUMSTANCES, INCLUDING NEGLIGENCE, SHALL WORLDVOX OR ANYONE ELSE INVOLVED IN CREATING, PRODUCING OR DISTRIBUTING THE SERVICES BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES THAT RESULT FROM THE USE OF OR INABILITY TO USE THE SERVICES; OR THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES, ERRORS, DEFECTS, DELAYS IN OPERATION OR TRANSMISSION, OR ANY FAILURE OF PERFORMANCE.
LIMITED WARRANTY. ALL SERVICES ARE PROVIDED "AS IS" AND "WITH ALL FAULTS" AND WITHOUT ANY WARRANTY. CUSTOMER UNDERSTANDS AND AGREES THAT WORLDVOX'S SERVICES AND THE WEBSITE ARE PROVIDED "AS IS" AND "AS AVAILABLE". WORLDVOX AND ITS SUPPLIERS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. WORLDVOX MAKES NO WARRANTY OR REPRESENTATION REGARDING ANY INFORMATION, MATERIALS, GOODS OR SERVICES OBTAINED THROUGH WORLDVOX'S SERVICES OR WEBSITES, OR THAT THE SERVICES WILL MEET ANY OF CUSTOMER'S REQUIREMENTS, OR BE UNITERRUPTED, TIMELY, SECURE OR ERROR FREE. USE OF THE SERVICES AND WEBSITE ARE AT CUSTOMER'S SOLE RISK. WORLDVOX IS NOT LIABLE FOR ACTS OR OMISSIONS OF OTHER SERVICE PROVIDERS, FOR INFORMATION OR CONTENT OF COMMUNICATIONS, THIRD PARTY SERVICES, EQUIPMENT FAILURE OR MODIFICATION, OR CAUSES BEYOND WORLDVOX'S REASONABLE CONTROL.
CONFIDENTIALITY. Worldvox and Customer agree to use commercially reasonable efforts to protect from unauthorized disclosure Confidential Information of the other party. Confidential Information shall mean information that derives economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use and marked as Confidential ("Confidential Information"). The parties agree that Confidential Information may be disclosed to employees, affiliates, suppliers or advisors on a need-to-know basis and who agree to be bound by confidentiality terms and conditions at least as stringent as those herein. This confidentiality obligation shall not apply to any information (i) independently developed by a party, (ii) generally available to the public other than by a party's breach of this Agreement, (iii) already known by a party at time of disclosure to that party, or (iv) rightfully received from a third party without restriction on disclosure or an obligation of confidentiality running directly or indirectly to the other party. Nothing shall prevent or prohibit the receiving party from providing access to Confidential Information as may be required by law, rule or regulation. Notwithstanding the foregoing, the parties acknowledge that Recipient shall not be required to return to Discloser or destroy those copies of Information residing on Recipient's backup; disaster recovery or business continuity systems and the obligations hereunder with respect to such Information shall survive until such Information is destroyed.
EXPORT AND IMPORT CONTROL LAWS & REGULATIONS. Customer acknowledges that the laws and regulations of the United States restrict the export and re-export of commodities and technical data of United States origin, including the Services and any related software. Without limiting the foregoing, Customer acknowledges that the Services and any related software are or may be an "encryption item" subject to controls under the Export Administration Regulations promulgated by the U.S. Department of Commerce. Customer agrees not to export or re-export the Services or any related software in any form in violation of the export laws of the United States or any foreign jurisdiction.
ENFORCEABILITY/WAIVER. If any part of this Agreement is determined to be invalid or unenforceable, then such invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the allocation of risks and the remainder of the Agreement will continue in effect. If any provision(s) is found to be contrary to law, then such provision(s) will be construed, as nearly as possible, to reflect the intentions of the parties with the other provisions remaining in full force and effect. Worldvox failure to exercise or enforce any right or provision of this Agreement will not constitute a waiver of such right or provision unless agreed to by Worldvox in a non-electronic writing manually signed by a duly authorized representative of Worldvox. If there is any law, rule, regulation or policy that causes Worldvox to be regulated or that causes the Agreement or Services to be in conflict with such law, rule, regulation or policy, Worldvox may terminate or modify the affected Services without liability.
MISCELLANEOUS. Except as otherwise expressly provided herein, all remedies provided for in this Agreement shall be cumulative and in addition to and not in lieu of any other remedies available to either party at law, in equity, or otherwise. Customer acknowledges that Worldvox is an independent contractor, and no agency, partnership, joint venture, employee-employer or franchisor-franchisee relationship is intended or created by this Agreement. This Agreement is for the sole benefit of Worldvox and its affiliates and Customer and is not intended to, nor shall it be construed to, create any right or confer any benefit on any other party. The parties do not intend that this Agreement will be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person not a party to this Agreement. The parties confirm that they wish to have this Agreement written in English only. Customer authorizes Worldvox monitoring including recording of calls for the purposes of quality assurance and Customer further consent to Worldvox use of automatic dialing equipment to contact Customer. Worldvox performance of the Services is subject to existing laws and legal process, and nothing contained in this Agreement or any Order Form is in derogation of Worldvox right to comply with governmental, judicial and law enforcement requests or requirements relating to Customer's use of Worldvox Website, the Services or information provided to or gathered by Worldvox with respect to such use. Customer may not assign this Agreement or any Order Form to any other person or entity without Worldvox prior written approval, but nothing restricts Worldvox ability to assign this Agreement or any Order Form or subcontract the Services hereunder.
GOVERNING LAW. JURISDICTION. If Customer is incorporated or registered in, or if not incorporated or registered, resides in Europe, the Middle East, Africa, Asia, Pacific Rim, or North, Central, & South America, this Agreement shall be governed and construed by the laws of North Carolina, United States, and Customer irrevocably agrees and consents to the exclusive jurisdiction and venue of the courts sitting in United States with respect to any dispute, controversy or claim arising out of or relating to this Agreement or any Services provided by Worldvox. If Customer is incorporated or registered in, or if not incorporated or registered, resides in any region of the world not mentioned above, this Agreement shall be governed and construed by the laws of North Carolina, United States, and Customer irrevocably agrees and consents to the exclusive jurisdiction and venue of the courts sitting in Charlotte, North Carolina, United States, with respect to any dispute, controversy or claim arising out of or relating to this Agreement or any Services provided by Worldvox. Customer agrees to service of process by mail directed to Customer's billing address. Customer waive all defenses including but not limited to sovereign immunity, lack of personal jurisdiction and forum non convenes and expressly waive any right to bring suit or have any action heard in Customer's local courts. Customer agrees that any claim or cause of action arising out of or related to this Agreement must be commenced by Customer within one (1) year after the cause of action arose.
FORCE MAJEURE. Worldvox will not be responsible for delays and/or defaults in its performance due to causes beyond its reasonable control, including, but without limiting the generality of the foregoing; acts of terrorism, wars, hostilities, revolutions, riots, civil commotion, national emergency, fire or explosion, flood, force of nature, embargoes, accidents, acts of God, or stability or availability of the Internet, the elements; telecommunication system failure; technology attacks, epidemic; quarantine; viruses; strike; lockouts; disputes with workmen or their labor disturbances; total or partial failure of transportation, utilities, delivery facilities, or supplies; acts or request of any governmental authority; or any other cause beyond Worldvox control, whether or not similar to the foregoing.
ENTIRE AGREEMENT. This Agreement in addition to Order Forms, if any, executed by the parties (each an "Order Form") constitute the entire agreement between Worldvox and Customer with respect to the Services and supersedes all prior or contemporaneous communications and proposals, representations, promises, or agreements, whether electronic, oral, or non-electronic, between Worldvox and Customer regarding them. Customer agrees that any terms or conditions contained in any document, including but not limited to a purchase order, acknowledgement, email, or other document that Customer may now or later provide to Worldvox, will have no effect and that this Agreement is the only contract between Worldvox and Customer regarding the Services and may only be amended as set forth herein. The application of the United Nations Convention on the International Sale of Goods is hereby expressly excluded. A printed version of this Agreement and of any notice given to Customer in electronic form will be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
NOTICES. Notices from Worldvox to Customer under this Agreement may be sent by mail, email, fax or other electronic media and will be considered given upon delivery to the physical address, fax number, email address or other contact information provided by Customer for billing or account management purposes. Notices to Worldvox must be sent to the address mentioned in Worldvox invoice to Customer with a courtesy copy to 3116 Weddington Rd, Suite 900-135 Matthews, NC 28105, Attn: Legal Department; Fax: 704-841-0850; Email: legal@Worldvox.com. All notices shall be in English.
CUSTOMER. The purchase of this account and the use of the Services assume that Customer has read and agrees to the terms in this Agreement. Worldvox reserves the right to suspend or terminate the Services if Worldvox, in its sole discretion, believes the Customer is using the Services to engage in conduct which interferes with other Worldvox Customers' use of the services, is harmful to Worldvox, or third parties, or is otherwise in violation of this Agreement.
MODIFICATION. Worldvox may, at any time, amend the provisions of this Agreement. Any amendment proposed by Customer may only be accepted by Worldvox in a non-electronic writing manually signed by authorized representatives of the parties. Notwithstanding anything in this Section to the contrary, if Worldvox posts amended terms on its Website, such terms will automatically become effective ten (10) days after they are posted on the Website. By using the Services after such revised terms are posted, Customer agrees to be bound by any such amended provisions. Therefore, Customer agrees to periodically visit the Website to examine the then-current Agreement.
Revised May 2, 2012