TERMS OF SERVICE

IMPORTANT- READ CAREFULLY: BY USING THE SERVICES YOU (as defined below) AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS. THESE TERMS AND CONDITIONS ARE BETWEEN PGi (as defined below) AND YOU (collectively the “Parties”). IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS DO NOT USE THE SERVICES.

1. DEFINITIONS

In this Agreement, unless the context otherwise requires, the following capitalized words and terms shall have the following meanings:

“Agreement” means these terms and conditions, the PGi privacy policy which is located at http://in.pgi.com/privacy-policy/ or any successor website thereto and the Customer Service Agreement/Particular Agreement conditions.

“Confidential Information” shall mean any and all information of a confidential nature disclosed by the Disclosing Party to the Receiving Party in connection with the provision of the Services.

“Customer Service Agreement”/“Particular Agreement Conditions” means the terms set out in a separate document and that are incorporated by reference into this Agreement.

“Data Protection Legislation” means the applicable local legislation, which includes in respect of Personal Data originating in India, the Information Technology Act, 2000, as amended (the “IT Act”) and the Rules and Regulations made thereunder, including the Information Technology (Reasonable security practices and procedures and sensitive personal data or information) Rules, 2011 and other relevant Laws.

“Disclosing Party” shall mean each of the Parties as the context so admits and being the Party disclosing the Confidential Information to the other Party, whether by itself, its officers, employees, agents or representatives.

“Minimum Commitment” shall mean any minimum commitment of time and usage for use of the Services by You during the Term of this Agreement.

“Named User” shall mean an individual designated and identified by You as an organizer/administrator who is authorized to schedule conferences using the Services.

“PGi” means PGS Premiere Conferencing Private Limited, a company incorporated and existing under the provisions of the Companies Act, 1956 and having its registered office at  Neil Rao Towers (Neil Tower), Plot # 117, Road # 3, EPIP Phase I, Suite # 3NW, Bangalore.

“Personal Data” means all data relating to individuals as well as all data relating to legal persons provided by You to PGi or on the execution and during the Term of this Agreement.

Transfer”  shall mean the provision of access to and the physical transfer of Personal Data by PGi to any third party.

“Receiving Party” shall mean each of the Parties as the context so admits and being the Party receiving the Confidential Information from the other Party whether by itself, its officers, employees, agents or representatives.

Related Products” shall mean all available licences for the use of GlobalMeet.

“Related Services” shall mean the verbatim transcription of any recorded communication between You and a third party or parties, recorded by PGi, and which shall include the proof reading of the transcription created against the recorded communication.

“Services” shall mean the conferencing service being offered by PGi.

“Site(s)” any and all web sites offered by PGi to provide the Services.

“Term” means the duration of the Agreement as more particularly set out in the Customer Service Agreement/ Particular Agreement Conditions and as may be further agreed in writing between the Parties from time to time.

“You”, “Your” or “Customer” means a party acting strictly in the course of a business and with whom PGi has entered into this Agreement and You accept this Agreement on behalf of that business.

2.USE OF THE SERVICES

2.1 PGi will provide the Services and procure the provision of the Related Services and Products to You in accordance with the terms of this Agreement.

2.2 To gain access to and use the Services You may be required to create a log-in ID that will enable You to get Services’ access numbers, keys and passcodes (“ID”). You are responsible for keeping Your ID safe and secure. Each subscription to the Services is for a single organisation only. You may choose to authorise Your employees to use Your ID whilst carrying out the business of Your organisation. You must however ensure that Your employees comply with the terms of this Agreement and, in particular, You must ensure that access to ID is immediately terminated in the event of the early termination or expiration of this Agreement.

2.3 If PGi believes that Your ID is being used in any way which is not permitted under this Agreement or which is illegal or fraudulent (including without limitation Your use in contravention with this Clause and Clause 4), it reserves the right to immediately suspend Your access to the Services and to block access to Your ID until the issue has been resolved to the satisfaction of PGi and/or terminate this Agreement. Please also note the terms of clause 4.5 below which deals with payment by You for unauthorised and/or fraudulent use of the Services.

2.4 The Services may be used for Your internal business purposes only. You will not market, resell or reproduce the Services for any purposes other than those intended under the Agreement and in conjunction with Your lawful use of the Services. You also agree to not offer or use the Services as a service bureau by which the Services can be accessed by third parties or by which information produced pursuant to the Service is sold or given to third parties via pay per call or any other such arrangements whatsoever.

2.5 No Emergency Calls. PGi is not a traditional telephone service, and the services are not intended to support or carry any emergency calls to any emergency services of any kind. Customer needs to make additional arrangements in order to access emergency services.

2.6 Third Party Web Sites. The Site may contain links to third party web sites. While PGi tries to link only to sites that share its high standards and respect for privacy, PGi is not responsible for the content or the privacy practices of any third party web sites. PGi makes no representations or warranties with respect to any linked sites. Customer´s use of any linked sites is subject to the terms and conditions applicable to that site and solely at Customer´s own risk.

3.LICENSE AND COPYRIGHT

3.1 Following Your acceptance of the Agreement and subject to the payment of any fees and/ or charges due (and any other terms of this Agreement), PGi grants You a non-exclusive, non-transferable, non-sub-licensable revocable right to use the Services for the Term. You shall not reverse engineer, modify, decompile, disassemble, translate or otherwise attempt to derive source code from any part of the Services or (for the benefit of any doubt) any associated software.

3.2 You shall not remove, alter or obscure in any way any proprietary rights notices or marks (e.g. copyright notices). Except as required for use of the Services, You have no right or license to use any of the trademarks or trade names owned by, licensed to or associated with PGi and its suppliers (the “PGi Marks“) during the term of this Agreement without prior express written consent from PGi. However, and notwithstanding, even in the event of such prior approval, You agree to immediately cease and desist using the PGi Marks upon notice from PGi or upon termination of this Agreement for any reason.

3.3 PGi warrants that it is entitled to grant the rights as referred to under Clause

4.RESPONSIBILITY FOR CONTENT AND USE

4.1 You warrant and represent that You are the owner or licensee of any content that You upload, store, record or otherwise transmit through the internet Services, including but not limited to photographs, caricatures, illustrations, designs, icons, articles, text, audio clips, and video clips (collectively, “the Content”). You are solely responsible for the Content including making and keeping backup copies of the Content. You warrant and represent You will not publish, store, post, upload, record or otherwise transmit the Content that: (i) infringes any third party’s copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy; (ii) violates any law, statute, ordinance or regulation (including without limitation the laws and regulations governing export control, unfair competition, anti-discrimination or false advertising); (iii) is defamatory, trade libelous, unlawfully threatening or unlawfully harassing; (iv) is profane, indecent, obscene, harmful to minors or child pornographic; (v) contains any viruses, Trojan horses, worms, time bombs, cancelbots, corrupted files or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information or property of another; or (vi) is materially false, misleading or inaccurate.

4.2 You agree not to: (1) use the internet Services in connection with chain letters, junk mail, surveys, contests, pyramid schemes, spamming or any duplicative or unsolicited messages, or any use of distribution lists to any person who has not given specific permission to be included in such a process (commercial or otherwise); (2) harvest or otherwise collect information about others, including e-mail addresses, without their consent; (3) use, download or otherwise copy, or provide (whether or not for a fee) to a person or entity that is not a user of the Services any directory of other users or usage information or any portion thereof other than in the context of Your use of the Services; (4) knowingly interfere with or disrupt networks connected to the Services or violate the regulations, policies or procedures of such networks; (5) attempt to gain unauthorised access to the Services, other accounts, computer systems or networks connected to the Services, through password mining or any other means; or (6) use the Services for illegal purposes (including without limitation, gambling or betting). PGi or its suppliers may, at their discretion and upon reasonable belief, take any reasonable action they deem necessary, if Your conduct fails to conform with this Agreement or which may create liability for PGi or its suppliers.

4.3 You acknowledge that PGi has no control over the content of the data (either audio or images) transmitted by You through the Services and that PGi does not access or listen to any Content in order to examine the use to which You put the Services or the nature of the information You send or receive except as necessary for the performance of the Services. You shall comply with all applicable laws and regulations relating to use of the Services (including without limitation, Telecom Commercial Communications Customer Preference Regulations, 2010).

4.4 You agree not to transmit content through use of the Services that infringes any third party’s intellectual property rights, right to privacy or right of publicity or that is unlawful, threatening, abusive, harassing, libelous, deceptive, fraudulent, invasive of another’s privacy, vulgar, obscene or otherwise contains objectionable material of any kind or nature.

4.5 You agree to indemnify PGi against all claims, liability, damages, costs and expenses (including but not limited to reasonable legal fees) arising out of or related to breach of Clause 3 or Clause 4 of this Agreement.

4.6 You agree that You will be responsible for and be liable for the payment of all usage on Your account which expressly includes any unauthorized or fraudulent access of the Services.

5.INTERNATIONAL SALE OF GOODS, EXPORT AND IMPORT CONTROL LAWS AND REGULATIONS

You agree to comply with all applicable export laws and regulations regarding the transmission of technical data exported from India through the Services. The application of the United Nations Convention on the International Sale of Goods is hereby expressly excluded. You acknowledge that the laws and regulations of India restrict the export and re-export of commodities and technical data of India origin, including the Services and any associated software.

6.AGREEMENT CONCLUSION AND TERMINATION

6.1 This Agreement shall commence as per the start date specified in the Customer Service Agreement/ Particular Agreement Conditions.

6.2 Termination. Either party may terminate this Agreement at the end of the Term as agreed in the Customer Service Agreement/Particular Agreement Conditions by providing written notice to the other party of such termination at least 60 days prior to the end of such Term or as the Parties may otherwise agree in writing.

6.3 You understand and accept that unless written notification is provided to PGi under Clause 6.2 above, the Services shall continue to be provided and You shall continue to be responsible for payment of the fees for such Services.

6.4 In the case whereby a specific term has not been agreed or an agreed term has been exceeded or is under negotiation, You agree that the use of services will imply your acceptance to these Terms and Conditions. In this case, You must notify PGi in writing of your wish to terminate services respecting a notice period of 60 days. Your accounts will be terminated at the end of the month following receipt of that written notice, assuming that You abide by Your obligations until that date.

6.5 On or at any time after the occurrence of any of the following events, either Party may terminate this Agreement and/or PGi may suspend provision of services with immediate effect and by way of written notice to the other Party:

  1. Either Party being in breach of an obligation under this Agreement and in the event of breach capable of remedy fails to remedy the same within 14 days after receipt of a written notice by the other Party giving full particulars of the breach and requiring it to remedy that breach;
  2. Either Party passing a resolution for its winding up or a court of competent jurisdiction making an order for either Party winding up or dissolution;
  3. Either Party being unable to pay its debts as they fall due or makes an arrangement or composition with its creditors generally or making an application to a court of competent jurisdiction for protection from its creditors generally;
  4. If deemed reasonably necessary by PGi, to prevent interruption or disruption to the PGi network, its business or other customers or suppliers.
  5. At the sole discretion of PGi, if any portion of an invoice not reasonably disputed in good faith as herein provided remains unpaid when due.

6.6 In the event of early termination of the Agreement which is not due to a breach by PGi, or if PGi terminates Your account due to Your breach, You agree to promptly pay to PGi a sum representing a reasonable estimate of the loss to PGi following such termination which shall be calculated as follows:

  1. The shortfall resulting from Your failure to meet any Minimum Commitment for the Term, which amount shall equal the difference between the Minimum Commitment multiplied, as applicable by the number of months, quarters or years in the Term left unexpired less any payments for actual usage made by You during the Term; and
  2. In those cases where it is specified that charges are based on usage basis, the amount will be the difference between the agreed minute rate of the Services (the “Old Rate”) and the official list rate applicable as of the date of early termination (the “New Rate”) which shall then apply. The New Rate shall be calculated retrospectively from the Commencement Date of the Agreement and until the end of the Term as agreed in the Customer Service Agreement/Particular Agreement Conditions

6.7 It is understood and agreed between the Parties that any payments made during the Term that exceeded the Minimum Commitment for any particular month, quarter or year (as applicable) shall not apply to, or in any way be credited against, any other, past or present Minimum Commitment or the overall shortfall amount during the Term.

6.8 Upon termination of this Agreement pursuant to this Clause 6 any indebtedness owed to PGi becomes immediately due and payable and PGi is relieved of any further obligation to provide the Services to You pursuant to this Agreement.

6.9 The following clauses together with all other provisions of this Agreement which are intended to have effect following termination, shall survive termination, to the extent permissible by law. Clauses: 4, 6, 9, 10 and 11 shall survive termination of this Agreement.

7.CHARGES, PAYMENT AND FINANCE

7.1 All orders made pursuant to these Terms and Conditions are subject to credit verification and acceptance by PGi in writing.

7.2 Charges for the provision of the Services shall be invoiced at the end of each calendar month. The payment of invoices is due within thirty (30) days from the date of the invoice and without any deductions by way of set-off, counterclaim or otherwise and time for payment shall be of the essence.

7.3 Interest is payable on all overdue amounts at the rate of 18% per annum. PGi reserves the right to recover from You any direct cost of effecting collection of any amounts due as well as any related costs or expenses such as solicitor and/or collection agency fees.

7.4 You must notify PGi of any charge disputed in good faith, and with supporting documentation within 30 days from the date of the relevant invoice, or You will be deemed to agree that such charges are validly due and payable in full. You remain responsible to pay all undisputed charges by the due date.

7.5 Rates will be payable at the applicable rate as detailed on schedule attached hereto. Any present and future sales, use, service or other applicable taxes and other statutory levies chargeable in respect of Services rendered by PGi under this Agreement shall be charged extra to You.

7.6 Standard basis charges. Where it is specified in this Agreement that the usage charges payable by You are to be determined on a usage basis, then You must pay all costs incurred in relation to the Services as set out in this Agreement.

7.7 Minimum Commitment. Without prejudice to Clause 6.6, in the event You have agreed to a Minimum Commitment and You do not meet it in any given month, quarter or year (as applicable), You shall pay the shortfall equal to the difference between the Minimum Commitment less any actual usage made by You during that particular period.

7.8 PGi reserves the right, to change and adjust charges and/or fees at any time for access to or use of Services particularly due to changes in (inter alia) telecommunication costs, tariff costs or hardware costs. Such changes, or information pertaining to such changes shall be published by PGi on its Sites. Accordingly, it is Your responsibility to consult the PGi price list and instructions prior to and during the usage of the Services. New charges and/or fees shall become applicable upon being communicated to You by PGi.  Your usage of the Services after the changes have been published by PGi on the Sites shall constitute acceptance by you of such changes, and accordingly, the applicable rates and/or terms and conditions shall apply.

7.9 International sales. You acknowledge and agree that Services to affiliates that are provisioned or deployed outside the territory of India may be subject to additional terms and conditions to reflect localized billing and taxation requirements and distinctions between foreign and European Union laws, rules and regulations in connection with the Services (“Localized Terms”) provided You accept such terms in writing. For any conflict between any Localized Terms and the terms of this Agreement, the Localized Terms shall control. Without limiting the foregoing and for the avoidance of doubt, localized billing is not authorized and will not be permitted under this Agreement unless and until duly-authorized representatives execute a mutually-agreeable Affiliate Agreement or a written amendment to this Agreement and then solely to the extent as set forth in such Affiliate Agreement or amendment. Use of Services after receipt of Localized Terms will be deemed acceptance of the applicable international rates, billing terms and such Localized Terms.

8.SERVICE LEVEL AGREEMENT

8.1 The standard service level agreement PGi provides for its audio conferencing services and hosted web portal is as follows: PGi will maintain a 99.9% platform availability for conference bridging and for PGi web hosted portal. “Availability” or “available” is defined as the time that a service is operational and available for use by You. Calculation: Platform availability is calculated monthly per service as a percentage by dividing the number of hours the platform is available during the applicable month by the total number of hours in the applicable month, excluding in all cases Service Outage Time. Platform outage time is based on the total (scheduled and unscheduled) hourly outage time across a service. Platform outage time is measured from the time a PGi trouble ticket is opened to the time availability is restored to the customer. An outage condition exists when the customer does not have availability to a service. Scheduled outages include those outages planned by PGi as preventative or to accomplish platform growth or upgrades.

8.2 Exclusions. Outages resulting from the following items shall be excluded from the calculation of service outage time: (a) Scheduled maintenance; (b) Force majeure events meaning any act or event beyond the reasonable control of PGI, including but not limited to geographic or climatic conditions, wind, fire, flood, Act of God, riot, war, strike, carrier outages, governmental acts or orders or any other similar or dissimilar act or event (c) Customer negligence or wilful misconduct or the negligence or wilful misconduct of others authorized by the customer to use the services; (d) Any incompatibility or failure of the customer’s own equipment; (e) Any other occurrence for which liability has been disclaimed under this Agreement; (f) The act of the customer.

8.3 Performance quality. PGi will provide conference calling services at a 99% success rate.  “Success” is defined as no material degradation in a conference call. Such success rate is measured by the number of trouble tickets raised against the number of conference calls that have taken place.

8.4 Customer support. Customer Support is available 24 x 7, 365 days per year.

8.5 Remedy. In the event that PGi breaches the Committed Service Availability for three consecutive months or for any four months in any six month period, then You may terminate this Agreement without further obligation as to its Minimum Commitment.

9.DISCLAIMERS AND LIMITATION OF LIABILITY

9.1 PGi shall provide the Services with reasonable care and skill. PGi disclaims, as far as the law allows, any and all other terms, conditions and warranties relating to the Services, whether express or implied, including but not limited to implied warranties of merchantability or fitness for a particular purpose.

9.2 The entire liability of PGi, its affiliates, suppliers and resellers under or in connection with the supply of the Services, whether for negligence, breach of contract, misrepresentation or otherwise is limited to an amount equivalent to the fees (if any) paid to PGi by You for the Services performed during the twelve (12) month period immediately prior to the date of the event, act or omission giving rise to the liability.

9.3 Neither Party is liable to the other, based on any theory of liability including negligence, breach of contract, misrepresentation, breach of warranty or otherwise, for (a) indirect, special, punitive or consequential damage suffered by the other, including, without limitation, loss of profit, goodwill, business opportunity or anticipated savings; (b) damages arising from lost data, lost technology, loss of rights or costs of procuring substitute services or any other substitution or solution; and whether occasioned by the Parties or their respective employees or agents.

9.4 PGi shall not be liable for any failure to perform, or delay in performance of, its obligations under this Agreement caused by reasons beyond its control.

9.5 You acknowledge that PGi may from time to time monitor bridge activity relating to the Services for quality assurance and fraud detection and may further gather system data. In order to protect Your account from unauthorised usage, PGi will automatically set certain security features on the account which shall include (i) music whilst on-hold, (b) random passcode selection, and (iii) post-conference usage reports. You acknowledge that PGi will invoice you for all usage on the account and will not take responsibility for any cost incurred by you for fraudulent activity on any account where You have selected to disable these security features.

10.CONFIDENTIALITY

10.1 The Receiving Party shall use its reasonable endeavours to keep secret and confidential the Proprietary Information disclosed to it by the Disclosing Party.

10.2 The obligation of confidentiality contained in Clause 10.1 shall not apply or (as the case may be) shall cease to apply to information which:

  1. At the time of its disclosure by the Disclosing Party is already in the public domain or which subsequently enters the public domain other than by breach of this Clause 10, or subsequently comes lawfully into the possession of such party from a third party; or
  2. Is required to be disclosed by applicable law or order of a court of competent jurisdiction or government department or agency, provided that prior to such disclosure the Receiving Party shall advise the Disclosing Party of the proposed form of the disclosure.

11.DATA PROTECTION

11.1 By using the Sites and by providing personal information, You consent to the collection, use and transfer of your personal information by PGi as outlined in this Agreement and in the Privacy Policy. If you do not agree with the terms relating to your privacy outlined in this Agreement and/or the Privacy Policy, please do not use the Sites or provide PGi with your personal information.

11.2 Other than at Customer’s request, or where required to provide the Services, or where required by law, PGi shall not disclose or allow access to any Personal Data other than, subject to Clause 11.4(d) to a person placed by PGi under the same obligations as contained in this Clause who is employed or engaged by the PGi or within the control of PGi in the performance of the Agreement.

11.3 PGi shall not use Personal Data for any purpose other than the provision of the Services and shall return any Personal Data to Customer immediately upon request at any time providing such return does not prevent PGi from fulfilling its obligations under this Agreement. PGi shall retain Personal Data no longer than is necessary for the provision of the Services, in accordance with the relevant Data Protection Legislation and such instructions as Customer may provide from time to time. Upon expiry or termination of this Agreement for whatever reason, PGi shall immediately return to Customer all Personal Data and certify that no copies have been made or retained by PGi or any third party acting on its behalf.

11.4 PGi shall:

(a) process Personal Data only to the extent necessary for the performance of this Agreement; and

(b) not modify, amend or alter the contents of the Personal Data except as required or permitted by this Agreement or with Customer’s prior written consent; and

(c) implement the appropriate technical and organisational measures to protect Personal Data against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or access, and against all other unlawful forms of processing and provide to Customer a written description of the measures taken when requested by Customer; and

(d) comply with all relevant provisions of the Data Protection Legislation; and

(e) keep all Personal Data secure and confidential; and

(f) ensure that, of PGi’s staff, only those of the PGi personnel who need to have access to the Personal Data are granted access to such Personal Data only for the purposes of the performance of this Agreement and the PGi personnel are informed of the confidential nature of the Personal Data and comply with the obligations set out in this clause; and

(g) notify Customer forthwith that Personal Data transferred by Customer to PGi has been the subject of accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or access, or any other unlawful forms of processing, if such an event occurs.

11.6 PGi shall only disclose Customer’s Personal Data in limited circumstances. These circumstances include, but are not limited to, the following: (a) when PGi has Customer’s consent or request for such disclosure (b) to the extent required by law or to respond to judicial process or a good faith belief that such action is necessary under law or to comply with legal process served on PGi; (c) to take precautions against liability; (d) to correct technical problems and malfunctions in how the Site operates or processes visitors’ information; (e) to provide to our customers pursuant to Customer’s request in furtherance of ensuring that Customer do not receive further communications from our customers or from PGi; or (f) pursuant to Customer’s specific direction in connection with a service PGi is providing on behalf of Customer and PGi needs to Transfer the information to any of the PGi´s companies of the group, or any other company who work on behalf or partners with PGi.

11.7 Customer acknowledges that PGis conferencing solutions may allow Customer to record meetings and to collect and utilise identifying information about Customer and its participants. Customer acknowledges that the law requires Customer to seek the express consent of the participants prior to any recording of communications and that there are restrictions on the collection, storage and use of Personal Data. PGi has not and is not expected to provide Customer with any analysis, interpretation or advice regarding Customer’s compliance with the above, and Customer is solely responsible and obligated to provide any required notifications to participants prior to commencement of conferences.

11.8 Customer shall indemnify PGi against all claims, demand, proceedings, damages, costs and expenses (including but not limited to reasonable legal fees) incurred or suffered by PGi in any way as a result of Customer’s breach of the Data Protection Legislation or the provisions of this Clause.

12.GENERAL

12.1 The failure by either Party to exercise, or delay by either Party in exercising, a right or remedy provided by any Agreement or by law does not constitute a waiver of the right or remedy or a waiver of other rights or remedies. No single or partial exercise of a right or remedy provided by any Agreement or by law prevents a further exercise of the right or remedy or the exercise of another right or remedy.

12.2 You may not assign or transfer or purport to assign or transfer any of Your rights or obligations under this Agreement without first having obtained PGi’s prior written consent.

12.3 The Agreement shall be binding upon and inure to the benefit of the Parties’ successors, legal representatives and authorised assigns.

12.4 PGi may perform any or all of its obligations under this Agreement through agents or sub-contractors, including but not limited to resold services.

12.5 A notice under or in connection with this Agreement shall be deemed served:

(a) If notice has been sent by e-mail to the addresses depicted in the Customer’s contact details, at the date of the email;

(b) If delivered personally, when left at the address referred to above;

(c) If sent by facsimile transmission, on the next following day;

(d) If sent by post within 48 hours of posting (exclusive of the hours of Sunday) if posted to an address within the country of origination and seven days of posting if posted to an address outside the country of origination.

12.6 If any provision of this Agreement is deemed to be or becomes invalid, void or unenforceable under applicable laws, such provision will be deemed amended to conform to applicable laws so as to be valid and enforceable, or if it cannot be so amended without materially altering the intention of the Parties, it will be deleted, but the validity, legality and enforceability of the remaining provisions of the Agreement shall not be impaired or affected in any way.

12.7 PGi may in its sole discretion amend this Agreement from time to time and such amended terms and conditions shall thereafter apply to You. You agree to be responsible for regularly reviewing the PGi web site to obtain timely notice of amendments to the Agreement. Any such amendment shall not affect any agreement concluded prior to any such amendments and each amendment shall be identified by a reference date. By using the Services after posting or delivery of the amended Terms, You will be deemed to have accepted and be bound by such amended terms and conditions.

12.8 This Agreement shall be interpreted and governed by the laws of India, and the parties agree to submit to the exclusive jurisdiction of the Courts in Bangalore to resolve any disputes arising hereunder.

12.9 Customer hereby grants PGi express consent to contact all individual account holders and moderators to communicated information regarding PGi’s services and products, including without limitation, upgrades, enhancements, end-of-life, modifications and/or other feature changes. Without limiting the foregoing, Customer grants PGi express consent to periodically contact customers and/or to forward to customer’s e-mail address(es) on file information regarding PGi’s services and products, including without limitation, upgrades, enhancements, end-of-life, modifications and/or other feature charges and/or various promotional and advertising materials regarding other PGi’s products, services, marketing plans and other business related items.

13.ADDITIONAL TERMS AND CONDITIONS

13.1 GlobalMeet®. GlobalMeet® Services are part of the PGi Services and Related Services offer. By using the GlobalMeet® Services, Customer agrees to be abide by these Additional Terms and Conditions and the PGi standard Terms and Conditions. In the event of conflict in between them, these Additional Terms and Conditions will prevail.

13.2 Named Users. For the avoidance of doubt, Named User (as defined) licenses cannot be shared among multiple individuals and separate Named User licenses must be purchased for each individual.  Named Users may only include up to the total number of Maximum Meeting Participants in any single conference.  For the purposes of this provision, “Maximum Meeting Participants” means the maximum number of meeting participants, including the Named User that may be in a conference using the GlobalMeet® services at the same time as designated by PGi.  Only one conference using the GlobalMeet®/ services may occur at any given time (i.e. no concurrent meetings) per licensed Named User.  Named Users may not combine with other Named Users or otherwise expand a conference using the GlobalMeet® services scheduled by a Named User to allow more than the Maximum Meeting Participants.  For each conference using the GlobalMeet®  services scheduled by a Named User, the Named User must (a) initiate or schedule the conference; (b) host the conference by entering as a presenter; and (c) act as an organizer of the conference through use of their organizer identification.  Customer is at all times responsible for monitoring and maintaining the use of the Named User licenses within the forgoing parameters, and the Customer shall indemnify PGi in the event a claim is brought or damages are incurred due to Customer ’s misuse of the Named User license.  A Named User designation may not be transferred to another Customer employee except upon (a) termination of the Named User’s employment with Customer, or (b) in all other instances, PGi’s express prior written approval.

13.3 Payment Terms. Customer will pay PGi a monthly service fee per Named User (as below defined), such monthly fee being defined as the “Service Charge(s)” in addition to any additional fees or charges for use of the GlobalMeet® services, including without limitation any set‑up fees, overages fees, per‑minute fees or other fee or charge associated with use of the GlobalMeet® services provided, including without limitation any and all fees and charges payable and not otherwise designated as specifically and expressly waived pursuant to an applicable promotional offer.  Service Charge(s) will be billed in advance, usage is billed in arrears, and payments are due within thirty (30) days from the date of the invoice.  Customer will be billed for and Customer shall pay invoices, in their entirety, for each applicable period during the term of the Agreement.  For the avoidance of doubt, Customer is not and will not be entitled to any partial month billing or credits or refunds of any kind, including without limitation in the event Customer elects to not use the GlobalMeet® services during any billing period.  Customer further acknowledges and agrees that PGi reserves the right to change pricing or modify or discontinue any or all of GlobalMeet® services and any related dial-in numbers or other methods of access at any time.  Without limiting the foregoing, PGi reserves the right, in its sole discretion, to change or institute new or additional charges and/or fees for access to or use of GlobalMeet® services (including for ancillary services, new or additional features and/or “APPS”) at any time as provided in this Agreement. New charges and/or fees shall become applicable upon being communicated to You by PGi.  Your usage of the Services after the changes have been published by PGi on the Sites shall constitute acceptance by you of such changes, and accordingly, the applicable rates and/or terms and conditions shall apply

Upgrades. Where permitted by PGi, at its sole discretion and subject to Customer meeting all pre‑conditions identified or communicated to Customer for the upgrade offer to Customer on this Web Site, Customers may upgrade subscription plans for GlobalMeet® services.  Nothing herein shall be deemed to require PGi to permit and/or allow any upgrades.  For the avoidance of doubt, to the extent permitted by PGi and Customers meet all pre‑conditions Customer shall remain responsible for all fees and charges due and incurred for GlobalMeet® services provided under an existing subscription plan through the upgrade effective date and is not and will not be entitled to any partial months credits or refunds of any kind as a result of the upgrade.  After any upgrade effective date, Customer shall be responsible for the increased fees and charges associated with the upgrade, including without limitation any new and/or additional charges associated therewith, which may include without limitation, for any overages.

14.BILLING FOOTNOTES, SERVICES AND FEES

14.1 Freephone pricing indicated designates freephone access from landline unless otherwise specified. Please note that additional charges may be incurred should freephone numbers be dialled via mobile phone and/or payphone.

14.2 Pricing for moderator dial out is specific to dial out to landline unless otherwise specified. Additional charges may be incurred for dial out to mobile phones.

14.3 PGi defines a typical conference call as 3 participants or more. For GlobalMeet® India calls with less than three participants, PGi will apply a minimum conference connections charge at the India National rate. This does not affect operator assisted calls.

14.4 Where no rates have been agreed, PGi standard list rates will apply. Standard list rates can be obtained from your account manager.

14.5 PGi shall bill and You shall pay PGi in the currency so designated in this Agreement. Notwithstanding, where Parties have agreed to local currency billing, the Parties shall use the following methodology to set exchange rates for the purposes of converting the rates set forth in this Agreement to other currencies. PGi shall use, and shall bill You according to, the end of day exchange rates as published in the Wall Street Journal on the Start Date for the Term of this Agreement. If international sales, please note that Clause 7.9 of these Terms and Conditions may apply.

14.6 PGi invoices the cost of the call on a per minute and per participant basis and rounds the price of the call to the nearest whole cent.

14.7 Call set-up and disconnect charges apply to all inbound and outbound legs of all calls.

14.8 PGi applies a per minute surcharge to each Minute using US freephone access originating from Alaska, Hawaii or any US Territory, the Caribbean or Canada.

14.9 Customers will be charged overage fees for minutes used and exceeding minimums available to Customer pursuant to specific price plans offered from PGi and agreed by customer.

14.10 Pooling of audio minutes from multiple Named Users is not permitted

14.11 Customer agrees to pay all the taxes collected by PGi that are charged as per the applicable law.

14.12 Post Passcode Custom Prompts. Subsequent to the initial one year term, there is an Annual Maintenance Fee of $1,300/73,450 INR.

 

These Terms and Conditions were last revised in January 2017 and are subject to periodic revisions and updates.

 

 

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