This Agreement (the “Agreement”) is between InterCall, Inc. or one of its affiliates providing Services hereunder ("InterCall") and "You" ((i) the individual or legal entity purchasing or opening an account for Services under this Agreement; or as the case may be (ii) the individual accessing or using the Services). Please read this Agreement carefully before installing, accessing, or otherwise using the Services. By installing, accessing, or otherwise using the Services You agree to be bound by this Agreement. Please maintain a copy for Your records. If You do not agree with the terms of this Agreement, do not use the Services.

Service Description. These Terms and Conditions govern the purchase and use of audio, video and web-based conferencing services, any related standard and enhanced conferencing features of InterCall ("InterCall Services") and its third party suppliers (“Third Party Services”) (the InterCall Services and Third Party Services are referred to collectively as the “Services”). By ordering or using the Services, You agree to be bound by these Terms and Conditions. InterCall may alter, expand, or reduce the features of the Services from time to time. You shall provide all user information necessary to enable InterCall to create user profiles for each user You wish to provide access to the Services. InterCall reserves the right to reclaim any dial-in numbers at any time.

Term. The Term of this Agreement or any Order Form shall remain in effect until terminated in accordance with the provisions of this Agreement (the “Term”).

Termination of the Agreement. Either You or InterCall may terminate this Agreement upon written notice to the other party; provided that the term of each Order Form, if any, shall be governed by such Order Form and shall continue for the term of the Order Form notwithstanding any termination of this Agreement. The termination of any Order Form shall not otherwise effect the Term of this Agreement or any other Order Form.

Termination of Order Form For Cause. Any Order Form may be terminated immediately by the non breaching party upon a material breach by the other party of a material provision of this Agreement or the relevant Order Form and such breach is not cured within thirty (30) days after written notice.

Effect of Termination. If You terminate any Order Form for cause, InterCall will reimburse You for any amounts prepaid by You and You shall be relieved of any future payments due under such Order Form. Otherwise, upon any termination of this Agreement or any Order Form, You shall pay for: all Services rendered up to the date of termination and any future amounts due under this Agreement any Order Form.

Payments, Charges and Taxes

Payments and Charges. Each month, InterCall will invoice You for the total monthly cost of all Services. Payment will be due thirty (30) days from date of invoice. Unpaid invoices will be subject to a monthly service charge in accordance with the InterCall finance policy applicable to Your location of the outstanding balance or the maximum legally allowable interest rate, whichever is lower. You must notify InterCall of any disputed charges within sixty (60) days from the date of the invoice, otherwise You will be deemed to agree to such charges and InterCall will not be subject to making adjustments to charges or invoices. Unless indicated otherwise, Services are charged by multiplying all inbound or outbound legs of all conferences for the entire length of the call by the applicable per minute rate. You agree to a 15% rate increase for the Services each year without prior notice. You acknowledge and agree that rates are subject to change at any time upon notice to You, and You hereby acknowledge and agree that notice may be provided by InterCall by listing the new rate on the relevant invoice for Services rendered or via InterCall’s standard rates which are accessible via Your InterCall web account.

Unpaid Charges. In the event charges due are not paid in full, for any reason, within thirty (30) days from the Invoice date, InterCall shall have the right to suspend all or any portion of the Services until such time as all charges and applicable late fees have been paid. Following such payment, InterCall may reinstate Services only upon satisfactory assurance of Your ability to pay for Services, including modified payment terms such as prepayment and weekly invoicing. Such suspension shall not relieve You of any payment liability.

Taxes, Fees and Surcharges. In addition to the rates for the Services, You shall pay all applicable fees, duties, tolls, administrative assessments, surcharges, or taxes now or hereafter attributable to the Services and included on Your invoice.

License. Subject to Your compliance with the terms and conditions of this Agreement, InterCall hereby grants You a non-exclusive license during the Term to use the Services. Except as specifically set forth herein, InterCall 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. You agree 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 You are an active participant, You may not resell the Services or otherwise generate income from the Services.

Responsibility For Your Account. You are responsible for maintaining the confidentiality of Your account and owner numbers and necessary conference codes, passwords and personal identification numbers used in conjunction with the Services and for all uses of the Services in association with Your account whether or not authorized by You. InterCall does not sell products or services for children. You will not allow children under 18 to use the Services without the involvement of a parent or guardian. You agree to immediately notify InterCall of any unauthorized use of Your account of which You become aware.

Responsibility for Communications. You are the sole owner of content and solely responsible for the content of all conference communications (visual, written or audible) using Your account. You 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 InterCall’s property or interferes with or disrupts InterCall’s system or other users. Although InterCall is not responsible for any such communications, InterCall may suspend any such communications of which InterCall is made aware. You acknowledge and agree that InterCall does not control nor monitor Your content nor guarantee the accuracy, integrity, security or quality of such content. Use of conference recording or taping any use of the Services by You may subject You to laws or regulations and You are solely responsible for and obligated to provide any required notification to participants prior to commencement of said conference.

Privacy and Data Use. The information we hold about You will be used to provide the Services requested and for identification, account administration, analysis and fraud/loss prevention purposes. More details about how that information is used are in our privacy policy which governs Your visit to InterCall's Website and use of the Services. Copies are also available from us by post, by contacting customer service.

Limited Warranty. ALL SERVICES ARE PROVIDED "AS IS" AND "WITH ALL FAULTS" AND WITHOUT ANY WARRANTY. YOU UNDERSTAND AND AGREE THAT INTERCALL'S SERVICES AND THE WEBSITE ARE PROVIDED "AS IS" AND "AS AVAILABLE". INTERCALL 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. INTERCALL MAKES NO WARRANTY OR REPRESENTATION REGARDING ANY INFORMATION, MATERIALS, GOODS OR SERVICES OBTAINED THROUGH INTERCALL'S SERVICES OR WEBSITES, OR THAT INTERCALL'S SERVICES WILL MEET ANY OF YOUR REQUIREMENTS, OR BE UNITERRUPTED, TIMELY, SECURE OR ERROR FREE. USE OF INTERCALL'S SERVICES AND WEBSITE ARE AT YOUR SOLE RISK. INTERCALL 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 INTERCALL'S REASONABLE CONTROL.

Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL INTERCALL, OR ITS SUPPLIERS OR AFFILIATES, BE LIABLE FOR INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING WITHOUT LIMITATION, DAMAGE FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF, OR RESULTING FROM THE SERVICES OR THIS AGREEMENT WHETHER ARISING IN TORT (INCLUDING NEGLIGENCE, STRICT LIABILITY OR PRODUCT LIABILITY), CONTRACT OR ANY OTHER LEGAL THEORY, EVEN IF INTERCALL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR DAMAGES THAT ARE REQUIRED BY LAW TO BE PAID, YOU AGREE THAT ALL DAMAGES ARE EXCLUDED EXCEPT FOR THE DIRECT DAMAGES THAT ARE ACTUALLY INCURRED BY YOU IN REASONABLE RELIANCE, UP TO THE GREATER OF THE AMOUNT OF A REFUND OF THE PRICE THAT YOU ACTUALLY PAID FOR THE SERVICES DURING THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE FILING OF SUCH CLAIM REGARDLESS OF THE FORM OF ACTION OR CLAIM (E.G., CONTRACT, WARRANTY, TORT, STRICT LIABILITY, NEGLIGENCE, FRAUD, OR OTHER LEGAL THEORY) OR ONE THOUSAND DOLLARS (US$1,000).

Indemnification. You shall indemnify, defend and hold InterCall and its affiliates and their officers, director, employees and suppliers (the “InterCall Indemnitees”) harmless from any and all claims, actions, suits, proceedings, costs, expenses, damages and liabilities, including reasonable attorneys' fees, which arise out of or relate to Your use of the Services (including without limitation, any person accessing the Services using Your account), any actual or alleged violation of this Agreement or applicable law, or any actual or alleged infringement or violation by You or any person accessing the Services using Your account of any intellectual property or privacy or other right of any person or entity.

Confidentiality. InterCall and You agree to hold all Confidential Information of the other party in strict confidence. 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 all Confidential Information shall be disclosed only to those employees or representatives on a need-to-know basis and who agree to be bound by these confidentiality restrictions. 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 these Terms and Conditions, (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 provided that the receiving party gives as much notice as is reasonably practical and provides reasonable assistance to the disclosing party in challenging or modifying the disclosure so required by law. 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.

Governmental Agencies. Use of the Services by the United States Government or other governmental agencies shall be as "restricted computer software" or "limited rights data" as set forth in 48 CFR 52.227-14, or as "commercial computer software" or "commercial computer software documentation" under DFARS 252.227-7202, or under such other similar applicable terms and conditions to prevent the transfer of rights in and to the technology to the government or such agency other than under normal commercial licensing terms and conditions. Contractor/manufacturer is InterCall, Inc., 8420 W. Bryn Mawr Ave., Suite 400, Chicago, IL 60631.

Export and Import Control Laws and Regulations. You acknowledge 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, You acknowledge 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. You agree 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.

Third Party Services. All access and use of any Third Party Services including but not limited to WebEx and Conference Place is governed by the terms and conditions set forth from time to time by such Third Party Service provider (the “Third Party Terms”) and to the extent the Third Party Terms conflict with this Agreement, solely with respect to the Third Party Services, the Third Party Terms shall govern and control.

Broadcast Services. If You use broadcast Services to send fax, email, phone or other messages (“Messages”) to any recipients (the “Recipients”) as a condition for using such broadcast Services, You represent and warrant that You have the legal right to send all Messages to the Recipients (including obtaining any required consents from the Recipients) and are in compliance with all applicable laws including but not limited to: the following laws of the United Sates: TCPA 47 USC 227; CANSPAM Pub. L. No. 108-187; and TSR 16 CFR 310; the following laws of Canada: the Canadian Radio-television and Telecommunications Commission concerning telemarketing and unsolicited faxes, Personal Information Protection and Electronic Documents Act; and from the following laws of the United Kingdom: the UK Privacy and Electronic Communications Regulations 2003. You further acknowledge that You are the sender of all Messages and InterCall is acting at Your direction as the broadcaster of the Messages. InterCall does not provide content and You shall be solely responsible for all content of the Messages and for providing any list of names, numbers or addresses for Client to utilize in sending Messages. You shall indemnify, defend and hold the InterCall Indemnitees harmless from any and all claims, liability, penalty, fines, costs, expenses, damages including reasonable attorneys’ fees arising out of, connected with or resulting from InterCall sending the Messages to Recipients or any breach of Your obligations set forth in this Paragraph.

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. InterCall’s 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 InterCall in a non-electronic writing manually signed by a duly authorized representative of InterCall.

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. You and InterCall are independent contractors, and no agency, partnership, joint venture, employee-employer or franchisor-franchisee relationship is intended or created by this Agreement. The parties confirm that they wish to have this Agreement written in English only. Les Parties aux présentes confirment leur volonté que cette Convention soit rédigée en langue anglaise seulement. You authorize InterCall's monitoring including recording of calls for the purposes of quality assurance and You further consent to InterCall's use of automatic dialing equipment to contact You. InterCall's performance of the Services is subject to existing laws and legal process, and nothing contained in this Agreement is in derogation of InterCall's right to comply with governmental, court and law enforcement requests or requirements relating to Your use of InterCall's Website, the Services or information provided to or gathered by InterCall with respect to such use. You may not assign this Agreement to any other person or entity without InterCall’s prior written approval, but nothing restricts InterCall’s ability to assign this Agreement or subcontract the Services hereunder.

Governing Law; Exclusive Forum; Jurisdiction. If You reside in Europe, the Middle East or Africa, You consent to the exclusive jurisdiction and venue of the courts sitting in London, England with respect to any dispute, controversy or claim arising out of or relating to this Agreement or any services provided by InterCall. If You reside in Asia, Australia, New Zealand or the Indo – Pacific region, You irrevocably agree and consent that any dispute, controversy or claim arising out of or relating to this Agreement or any services provided by InterCall shall be settled by arbitration in accordance with the UNCITRAL Arbitration Rules provided that the appointing authority shall be the Hong Kong International Arbitration Centre, the place of arbitration shall be in Hong Kong at the HKIAC, there shall be only one arbitrator and the language to be used in the arbitral proceedings shall be English. If You reside in a location other than as listed above, You consent to the exclusive jurisdiction and venue of the courts sitting in Douglas County, Nebraska, USA with respect to any dispute, controversy or claim arising out of or relating to this Agreement or any services provided by InterCall.

Regardless of Venue, this Agreement and all causes of action related to this Agreement or the Services will be governed by and construed in accordance with the laws of the state of Nebraska, USA, without giving effect to the conflict-of-laws principles thereof that would require application of the laws of a different state or jurisdiction.

You agree to service of process by mail directed to Your billing address. You waive all defenses including but not limited to sovereign immunity, lack of personal jurisdiction and forum non conveniens and expressly waive any right to bring suit or have any action heard in Your local courts. You agree that any claim or cause of action arising out of or related to this Agreement must be commenced by You within one (1) year after the cause of action arose.

Force Majeure. InterCall will not be responsible for failure of performance due to causes beyond its reasonable control. Such causes include (without limitation) acts of terrorism, wars, hostilities, revolutions, riots, civil commotion, national emergency, fire, flood, force of nature, explosion, embargo, accidents, acts of God, labor disputes, action of any governmental agency, a malfunction of a third party's telephone lines, equipment or services which is necessary to provide the Services, or stability or availability of the Internet, or portion thereof.

Entire Agreement. The Agreement constitutes the entire agreement between InterCall and You with respect to the Services and supersedes all other (prior or contemporaneous) communications and proposals, whether electronic, oral, or non-electronic, between InterCall and You regarding them. You agree that any terms or conditions contained in any document, including but not limited to a purchase order, acknowledgement, email, or other document that You may now or later provide to InterCall, will have no effect and that this Agreement is the only contract between InterCall and You 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 You 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.

Modification. InterCall may, at any time, amend the provisions of this Agreement. Any amendment proposed by You may only be accepted by InterCall in a non-electronic writing manually signed by authorized representatives of the parties. Notwithstanding anything in this Section to the contrary, if InterCall 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, You agree to be bound by any such amended provisions. Therefore, You agree to periodically visit the Website to examine the then-current Agreement.