BY COMPLETING THE ELECTRONIC ACCEPTANCE PROCESS AND CLICKING THE ACCEPTANCE BUTTON, YOU WARRANT THAT YOU: (i) ARE 18 YEARS OF AGE OR OLDER; (ii) HAVE THE AUTHORITY TO, OR ARE AUTHORIZED TO SIGN FOR AND BIND, THE CONTRACTING PARTY DEFINED BELOW AS "CUSTOMER" TO THE TERMS OF SERVICE OF THIS ONLINE SUBSCRIPTION AGREEMENT ("AGREEMENT"); AND (iii) HAVE READ, UNDERSTAND AND AGREE ON BEHALF OF CUSTOMER TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THIS AGREEMENT, YOU MUST NOT CLICK THE ACCEPTANCE BUTTON, YOUR REGISTRATION WILL BE DISCONTINUED AND YOU MAY NOT USE THE SERVICES.
This Agreement is a legal and binding instrument entered into as of the Effective Date by and between Citrix Online Audio and Customer. Citrix Online Audio reserves the right to amend this Agreement from time to time on notice to Customer. The most current version of this Agreement can be reviewed by clicking the "Terms of Service" hypertext link located at the bottom of the Citrix Online Audio Website and shall control if different than this Agreement. Customer/technical support is available via telephone and email, as set forth below:
1. Definitions. As used in this Agreement, the following defined terms shall apply:
1.1 Agreement means these Terms of Service as may be amended from time to time and any other documents incorporated by reference.
1.2 Citrix Online Audio means Citrix Online Audio, LLC, a Delaware limited liability company.
1.3 Citrix Online Audio Website means the Website located at www.hidefconferencing.com or any such other Website as Citrix Online Audio may have in the future.
1.4 Confidential Information means any non-public information and/or materials provided by a party under this Agreement to the other party and reasonably understood to be confidential.
1.5 Customer means the legal entity or individual that enters into this Agreement.
1.6 Effective Date means the date of electronic acceptance of this Agreement by Customer.
1.7 Fees mean collectively the Subscription Fees and the Universal Service Recovery Fee and any others fees, expenses or costs that may apply to the Services now or in the future.
1.8 Moderator(s) means an authorized user of the HiDef Conferencing Service who can initiate audio conference calls and invite conference call attendees.
1.9 My Account means Customer's specific page within the Citrix Online Audio Website where Customer subscribes to the Services and provides Customer account information such as Registration Data and Payment Information. Customer may access its My Account page at any time and update certain account information.
1.10 Payment Information means limited Customer information related to billing and payment matters collected by Citrix Online Audio during the online registration process. Such Payment Information will include a valid debit card or credit card number with available credit sufficient to pay the applicable Fees and other information as required by Citrix Online Audio.
1.12 Registration Data means limited Customer information collected by Citrix Online Audio during the online registration process.
1.13 Services means Citrix Online Audio's corporate audio services consisting of the services set forth in Section 2 of this Agreement and as subscribed to by Customer.
1.14 Subscription Fee means the fee for Customer's use and access of the Services as subscribed to by Customer. Customer shall be billed in arrears monthly for the Services based on actual usage at the per minute, per line pricing rates listed on Customer's My Account page.
1.15 Term means the term of this Agreement commencing on the Effective Date and continuing until the expiration of all subscription period(s), including any renewal subscription period(s), for Services as stated on Customer's My Account page.
1.16 Universal Service Recovery Fee means for any paid Services, Citrix Online Audio assesses a Universal Service Recovery Fee in addition to the Subscription Fees on all of its Customers, which is designed to recover Citrix Online Audio's contribution to the Federal Universal Service Fund. The Federal Universal Service Fund supports telecommunications services in high-cost areas, for low-income customers, or for specialized users such as schools and rural health care providers. Citrix Online Audio calculates the Universal Service Recovery Fee as a percentage of the monthly charge on Customer's monthly invoice. The percentage that Citrix Online Audio applies is the same as the FCC's universal service contribution factor for the quarter in which service is billed. The current contribution factor can be found at: http://www.fcc.gov/omd/contribution-factor.html.
2. Description of Services. Citrix Online Audio's services include HiDef Conferencing and Integrated Toll-Free Audio Service (individually and collectively referred to as the "Services"), as more fully described in subsections 2.1 and 2.2 immediately below. The selection(s) made and submitted by Customer during the online registration process will identify the specific Service(s) subscribed to by Customer hereunder which shall be listed on Customer's My Account page within the Citrix Online Audio Website. Notwithstanding, this Agreement will apply to any Services subscribed to by Customer at any time on or after the Effective Date. The following describes the Services currently offered by Citrix Online Audio:
2.1 HiDef Conferencing Service. The HiDef Conferencing audio conferencing solution provides Moderators with 24/7 access to full-featured, reservationless audio conferencing at the per minute, per line rates shown on Customer's My Account page. The HiDef Conferencing Service is accessed via touchtone telephone and supports both traditional, land-line dial-in and mobile phone access for up to 500 audio conferencing connections in a single meeting. Customer shall be provided access to the administrative account/billing, management Web portal, and each Moderator will receive a unique conference room number, Moderator PIN and access to their meeting management Web portal, with no limit on the number of Moderator accounts that can be provisioned by the Customer.
2.2 Integrated Toll-Free Audio Service. The Integrated Toll-Free Audio Service is an additional service made available by Citrix Online Audio for integrated use with GoToMeeting, GoToWebinar and GoToTraining. By subscribing to this Service, Customer may use U.S. toll-free phone numbers as an additional audio option for its online meetings and webinars. In order to purchase this Service, Customer must separately subscribe to the GoToMeeting, GoToWebinar and/or GoToTraining Service(s) from Citrix Online, LLC.
3. Online Registration. To subscribe to Services via the Citrix Online Audio Website, Customer must complete the online registration process, including Customer's electronic acceptance of this Agreement, and Citrix Online Audio must then accept such online registration. Citrix Online Audio may reject an online registration by a potential Customer in its sole discretion and is not obligated to provide a reason for its rejection. In the event a potential Customer's online registration is rejected by Citrix Online Audio, such potential Customer may submit a new online registration for re-evaluation by Citrix Online Audio.
3.1 Registration Data. All Registration Data provided by or on behalf of Customer must be current, complete and accurate, and Customer is solely responsible for updating such Registration Data as necessary. Citrix Online Audio reserves the right to terminate this Agreement immediately in the event any Registration Data is found to be inaccurate, incomplete and/or not current at any time. Customer is hereby informed that Registration Data is subject to automatic processing by Citrix Online Audio for the purposes of managing Customer's account. Customer will have access to Registration Data and may update or correct it as necessary.
3.2 Account Password/Security. As part of the online registration process, Customer will choose a password and a user name. Customer is entirely responsible for maintaining the confidentiality of its password and account, and Customer is solely responsible for any and all activities that occur under its account. Customer agrees to notify Citrix Online Audio immediately of any unauthorized use of its account or any other breach of security. Citrix Online Audio shall not be liable for any loss that Customer may incur as a result of a third party using its password or account, either with or without its knowledge. Customer may be held liable for losses incurred by Citrix Online Audio and/or another party due to a third party using Customer's account or password.
3.3 Payment Information. All Payment Information provided by or on behalf of Customer must be current, complete and accurate, and Customer is solely responsible for updating such Payment Information as necessary. Customer hereby authorizes Citrix Online Audio, from time to time, to take steps to determine whether the debit card or credit card number provided is valid. Citrix Online Audio reserves the right to terminate this Agreement immediately in the event any Payment Information is found to be inaccurate, incomplete and/or not current at any time. Citrix Online Audio shall not be responsible for any overdraft charge or other fees that may be incurred by Citrix Online Audio's use of Customer's debit card or credit card for payment hereunder.
3.4 Trial and Promotional Offers. From time to time, Citrix Online Audio may offer certain trial and/or promotional offers. Citrix Online Audio reserves the right to discontinue or modify coupons, credits, trials and promotional offers at its discretion and without notice. Any such trial or promotional offers may not be combined with other coupons, credits, trials, promotions or any other discounts, and are limited to one (1) per Customer. The details of any trial or promotional offers applicable to Customer shall be listed on Customer's My Account page.
4. Customer Rights and Restrictions.
4.1 Customer Access and Use. During the Term of this Agreement, and upon payment of all applicable Fees, Customer may access and use the Services pursuant to and in accordance with the provisions of this Agreement. Citrix Online Audio will enable Customer to access and utilize the Services as contemplated by the Agreement. Thereafter, Customer shall be solely responsible for selecting and managing its users and providing each of them with the information necessary for access and use of the Services. Customer may inform its end users, customers and employees that the Services subscribed to hereunder are powered by Citrix Online Audio. Customer understands that the Services do not allow calls to the emergency services numbers (e.g., in the United States 911, or in the United Kingdom 999 and 112). If Customer's broadband connection fails, the Services and some related voice service will also fail. The Services may cease to function if there is a power cut or failure. These failures may be caused by reasons outside of the control of Citrix Online Audio.
4.2 Reverse Engineering. Except to the extent permitted by law, Customer may not modify, distribute, prepare derivative works of, reverse engineer, reverse assemble, disassemble, decompile or otherwise attempt to decipher any code in connection with the Services and/or any other aspect of Citrix Online Audio's technology.
4.3 Abuse. Customer shall not access and/or engage in any use any of the Services (i) in any manner that abuses or materially disrupts the networks, security systems, Services and/or Website of Citrix Online Audio, and/or (ii) to communicate any message or material that is deemed harassing, threatening, indecent, obscene, slanderous, or otherwise unlawful.
4.4 Illegal Purposes. Customer shall not use the Services for fraudulent or illegal purposes. Furthermore Customer shall not use the Services to record phone communications without notifying the concerned persons and participants that it is recording such communications.
4.5 No Representation by Customer. Neither Customer nor any of its customers, employees or representatives shall make any representations with respect to Citrix Online Audio (including, without limitation, that Citrix Online Audio is a warrantor or co-seller of any of Customer's products and/or services), the Services or this Agreement.
4.6 Limited Grant of Rights. No other rights are granted hereunder to Customer except as expressly set forth in this Agreement.
5. Term and Termination.
5.1 Term. This Agreement shall commence on the Effective Date and continue for the Term.
5.2 Termination for Cause. Citrix Online Audio reserves the right to terminate this Agreement immediately if Customer breaches any of its material obligations (e.g., breach of Section 4, 6 and/or 7) under this Agreement.
5.3 Effect of Termination. Upon termination of this Agreement, Customer will immediately discontinue all access to and use of the Services and cease to represent in any form that it is a user of the Services. Citrix Online Audio will immediately disable Customer's account upon termination. Neither party shall be liable for any damages resulting from a termination of this Agreement in accordance with this Section 5.3, provided, however, the termination of this Agreement shall not affect any claim arising prior to such termination.
6. Fees. Customer is responsible for all Fees, and hereby authorizes Citrix Online Audio to obtain payment of all such Fees in accordance with the Payment Information, as stated on Customer's My Account page within the Citrix Online Audio Website. Customer shall also be responsible for all applicable taxes (withholding tax, sales tax, services tax, value-added tax (VAT), goods and services tax (GST), etc.) or duties imposed by any government entity or collecting agency EXCEPT those taxes based on Citrix Online Audio's net income. In the event Customer fails to satisfy its tax and/or duty obligations herein, Customer shall reimburse Citrix Online Audio upon demand for any taxes and/or duties paid on behalf of Customer and shall indemnify and hold Citrix Online Audio harmless against any claim and/or liability (including penalties) resulting from Customer's failure to pay such taxes and/or duties.
7. Confidentiality. Unless expressly authorized in writing by the other party, neither party shall disclose to any third party any Confidential Information, and/or use such Confidential Information in any manner other than to perform its obligations under this Agreement. The foregoing restrictions do not apply to any information that (i) is in or becomes available through the public domain, (ii) is already lawfully in the receiving party's possession and not subject to a confidentiality obligation to the disclosing party, (iii) becomes known to the receiving party from a third party having an apparent bona fide right to disclose the information, or (iv) Confidential Information that the receiving party is obligated to produce pursuant to an order of a court of competent jurisdiction or a valid administrative subpoena, provided receiving party supplies disclosing party with timely notice of such court order or subpoena. Furthermore, Customer will keep in confidence all passwords and/or other access information related to the Services.
8. DISCLAIMER OF WARRANTIES. Each party hereby warrants to the other party that it has all necessary authority to enter into and perform its obligations under this Agreement without the consent of any third party or breach of any contract or agreement with any third party. CUSTOMER HEREBY ACKNOWLEDGES AND AGREES THAT THE SERVICES ARE PROVIDED BY CITRIX ONLINE AUDIO ON AN "AS IS" BASIS, AND CUSTOMER'S ACCESS TO AND/OR USE OF THE CITRIX ONLINE AUDIO WEBSITE, LINKED SITES AND/OR THE SERVICES IS AT ITS SOLE RISK. TO THE EXTENT PERMITTED BY APPLICABLE LAW, CITRIX ONLINE AUDIO EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THOSE OF MERCHANTABILITY, SATISFACTORY QUALITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. CITRIX ONLINE AUDIO MAKES NO WARRANTY THAT ANY OF THE SERVICES WILL MEET THE REQUIREMENTS OF CUSTOMER OR THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY OR ERROR-FREE; NOR DOES CITRIX ONLINE AUDIO MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES OR THE ACCURACY OF ANY OTHER INFORMATION OBTAINED THROUGH THE SERVICES OR THAT ANY DEFECTS IN THE PLUG-IN WILL BE CORRECTED. CUSTOMER UNDERSTANDS AND AGREES THAT ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED (INCLUDING PLUG-INS) THROUGH THE USE OF ANY OF THE SERVICES IS DONE AT THE SOLE RISK OF CUSTOMER AND THAT CUSTOMER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO ITS COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL AND/OR DATA. NO INFORMATION OR ADVICE, WHETHER ORAL OR WRITTEN, OBTAINED BY CUSTOMER FROM CITRIX ONLINE AUDIO OR THROUGH THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES AND CONDITIONS, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO CUSTOMER.
9. LIMITATION ON LIABILITY. IN NO EVENT SHALL CITRIX ONLINE AUDIO BE LIABLE FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL OR INCIDENTAL LOSS, EXEMPLARY OR OTHER DAMAGES RELATED TO THIS AGREEMENT OR WHETHER DIRECT OR INDIRECT: (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, AND WHETHER OR NOT FOR BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE OR OTHERWISE, AND WHETHER OR NOT CITRIX ONLINE AUDIO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE EXTENT PERMITED BY APPLICABLE LAW, CITRIX ONLINE AUDIO'S LIABILITY HEREUNDER IS LIMITED TO $50.00. SOME JURISDICTIONS DO NOT ALLOW LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO CUSTOMER.
10. Contracting Party, Choice of Law and Location for Resolving Disputes.
The Citrix Online Audio contracting entity under this Agreement, the applicable notice address, governing law and jurisdiction to resolve disputes (including non-contractual disputes and claims) will depend on where Customer is domiciled. Please refer to the chart below to identify the Citrix Online Audio contracting entity:
If Customer is domiciled in:
Customer is contracting with:
Notices should be addressed to*:
The governing law is:
The courts having exclusive jurisdiction are:
A Country in North, South or Central America or the Caribbean
Citrix Online Audio, LLC 499 Washington Blvd, Suite1401 Jersey City, NJ 07310, U.S.A
Global Customer Support 499 Washington Blvd, Suite1401 Jersey City, NJ 07310, U.S.A
With a copy to: Legal Department 7414 Hollister Avenue, Goleta, CA 93117, U.S.A
California and controlling United States federal law
Santa Clara County, California, U.S.A
A Country in Europe, the Middle East or Africa*
Citrix Online UK Limited registered in England and Wales under registration number: 646972 Registered address: Chalfont Park House, Chalfont Park, Gerrards Cross, Bucks SL9 0DZ VAT number: GB928999931
Global Customer Support Chalfont Park House, Chalfont Park, Gerrards Cross, Bucks SL9 0DZ
With a copy to: Legal Department 7414 Hollister Avenue, Goleta, CA 93117, U.S.A
England and Wales
England and Wales
A Country in Asia or the Pacific region
Citrix Online Aus Pty Ltd Level 3, 1 Julius Avenue, North Ryde, NSW 2113 ABN# 47 130 063 642
Global Customer Support Level 3, 1 Julius Avenue, North Ryde, NSW 2113
With a copy to: Legal Department 7414 Hollister Avenue, Goleta, CA 93117, U.S.A
New South Wales
New South Wales
*For customers from the United Kingdom, if Citrix Online UK Limited is unable to resolve a complaint satisfactorily, Customer may be able to make a complaint through the Office of the Telecommunications Ombudsman (Otelo, www.otelo.org.uk), an independent alternative dispute resolution scheme of which Citrix Online UK Limited is a registered member. In such circumstances Otelo will conduct a detailed case review and make an independent third-party decision or recommendation.
*For customers from France, all requested Customer information is compulsory and necessary for processing Customer's file. Customer is hereby informed that its personal data is subject to automatic processing by Citrix Online UK Limited for the management of Customer's file. Customer may ask for access to and rectification of Customer's personal data.
*For customers from Germany, Customer agrees that it shall utilize the Services only for business or professional use and shall enter into a legal transaction with Citrix Online UK Limited only in such capacity. If Customer wants to initiate out-of-court dispute resolution mechanisms according to the provisions of the Telecommunications Act and its executive regulations Customer may submit an application to the German Federal Network Agency, Bonn, Germany.
11. Additional Terms.
11.1 Relationship of the Parties. Customer and Citrix Online Audio are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.
11.2 Assignment. Customer may not assign its rights or delegate its duties under this Agreement either in whole or in part, and any such attempted assignment or delegation shall be void.
11.3 Force Majeure. Neither party will be responsible for any delay, interruption or other failure to perform under this Agreement due to acts beyond its reasonable control, but only for so long as such conditions persist. Force majeure events include, but are not limited to: natural disasters (e.g., lightning, earthquakes, hurricanes, floods); wars, riots, terrorist activities, and civil commotions; activities of local exchange carriers, telephone carriers, Internet service providers, and other third parties; explosions and fires; embargoes, strikes, and labor disputes; governmental decrees; and any other cause beyond the reasonable control of a party.
11.4 Notice. Citrix Online Audio may provide Customer with notice via email, regular mail and/or postings on the Citrix Online Audio Website.
11.5 High-Risk Use. Customer hereby 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; online control of aircraft, air traffic, aircraft navigation or aircraft communications; or the design, construction, operation or maintenance of any nuclear facility. Citrix Online Audio hereby expressly disclaims any express or implied warranty of fitness for such purposes.
11.6 Compliance with Laws. Both parties agree to comply with all applicable local, state, national and foreign laws, rules and regulations including, but not limited to, all applicable import and export laws and regulations, in connection with their performance, access and/use of the Services under this Agreement. Notwithstanding the preceding sentence Citrix Online Audio does not guarantee that the Services shall be appropriate and/or available for use in any particular location and Customer is responsible for compliance with local laws to the extent applicable. Citrix Online Audio reserves the right to modify the Services for any reason, without notice and without liability to Customer or any end user. Customer undertakes to comply with all legal duties applicable to the Customer, including obligations as data controller by virtue of Customer's role as meeting organizer and/or user. Specifically, Customer must provide the relevant persons and/or participants with all information Customer is required by law to provide and, if necessary, must obtain the consent of these persons and/or participants. Notwithstanding any other provision in this Agreement, Citrix Online Audio shall have the right to terminate this Agreement immediately upon the determination by Citrix Online Audio that Customer is not in compliance with U.S. export laws or violates any government privacy and/or data protection laws.
11.7 No Waiver. The failure of either Customer or Citrix Online Audio in any one or more instance(s) to insist upon strict performance of any of the terms of this Agreement will not be construed as a waiver or relinquishment of the right to assert or rely upon any such term(s) on any future occasion(s).
11.8 Severability. 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. To the extent a provision is deemed invalid, illegal, or unenforceable, the parties agree to comply with the remaining terms of this Agreement in a manner consistent with the original intent of the Agreement.
11.9 No Third Party Beneficiaries. 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.
11.10 Entire Agreement.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.
11.11 Captions and Headings. 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.
11.12 Controlling Language. The English language version of this Agreement shall be the controlling version and is incorporated by reference into any translation of this Agreement. Any translation or other language version of this Agreement shall be provided for informational purposes only. Only the most current English version of this Agreement is binding. In the event of inconsistency or discrepancy between the English version and any translation or other language version of this Agreement, the English-language version shall prevail.
11.13 References. Pronouns contained in this Agreement shall apply equally to the feminine, neuter and masculine genders. The singular shall include the plural, and the plural shall include the singular.
11.14 Beta version. The terms of this subsection 11.14 shall only apply to Customer with respect to any "Beta" version of any of the Services (the "Beta Services") made available to Customer for purposes of evaluation and feedback. Customer acknowledges that the Beta Service(s) Customer is evaluating may contain bugs, errors and other problems and is provided to Customer "as-is." Therefore, to the extent permitted by applicable law, Citrix Online Audio disclaims any warranty, condition and/or liability obligations to Customer of any kind with respect to the Beta Services. Customer further acknowledges the importance of communication between Citrix Online Audio and Customer during Customer's use of the Beta Services and participation in Citrix Online Audio's Beta program and hereby agrees to receive related correspondence and updates from Citrix Online Audio. In the event Customer requests to opt-out from such communications, Customer's participation in the Citrix Online Audio Beta program will also be canceled. Customer also hereby acknowledges that Citrix Online Audio has not made any representations, promises or guarantees that the Beta Services will ever be announced or made available to anyone in the future and that Citrix Online Audio has no express or implied obligation to Customer to announce or introduce the Beta Services. During the Citrix Online Audio Beta program, Customer will be asked to provide feedback regarding Customer's use of the Beta Service(s) and Customer hereby grants to Citrix Online Audio a perpetual, royalty-free worldwide license to use and/or incorporate such feedback into any Citrix Online Audio product or service (including the Beta Services) at any time at the sole discretion of Citrix Online Audio. With respect to the Beta Services, this subsection shall supersede any other terms and conditions contained herein, but only to the extent necessary to resolve conflict.