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TERMS OF SERVICE
For e/pop® Software and Hosted
Services
IMPORTANT- PLEASE READ THIS
CAREFULLY: YOUR USE OF THE WIREDRED
WEB SITE, EPOPCENTRAL.COM, E/POP
SERVICES AND ASSOCIATED SOFTWARE
(THE "SERVICES") IS CONDITIONED UPON
YOUR COMPLIANCE AND ACCEPTANCE OF
THESE TERMS.
IMPORTANT- PLEASE READ THIS
CAREFULLY: BY CLICKING THE “I AGREE”
BUTTON OR BY UTILIZING THE WIREDRED
SERVICES YOU AGREE TO BE BOUND BY
THESE TERMS AND CONDITIONS. THE
WIREDRED SERVICES ARE NOT AVAILABLE
TO PERSONS UNDER 13 YEARS OF AGE.
This is a legal agreement
(“Agreement”) between You and
WiredRed Corporation ("WiredRed"),
for use of the services provided by
WiredRed which You selected or
initiated, which may include the
e/pop Hosted Services, e/pop
Software, and/or other audio, video
and web communications services
provided by WiredRed (“Services”).
“You” refers to the individual who
registered and/or provided WiredRed
his or her credit card or other
payment mechanism for the Services
or, if the Services are being
purchased on behalf of an entity, by
an individual authorized to purchase
the Services on behalf of such
entity, then “You” refers to such
entity. If You do not agree with the
terms of this Agreement, click the
“Cancel” button and do not use or
join any meeting supported by the
Services. Any software associated
with the Services is protected by
copyright laws and international
copyright treaties, as well as other
intellectual property laws and
treaties.
1. Definitions. All capitalized
terms defined in this Agreement have
the meanings set forth herein.
"Content" means all text, data,
images, computer programs, sounds,
and any other information, including
without limitation everything that
is uploaded by or for you in
connection with your use of the
Services including without
limitation caricatures, photographs,
illustrations, icons, designs,
articles, audio clips, trademarks,
logos, and video clips.
"Services" means the WiredRed e/pop
Hosted Services acquired by a
Customer as described in the
applicable order for such services
placed with, and accepted by
WiredRed.
"Site" means www.wiredred.com,
www.epopcentral.com, or the web site
used by WiredRed in providing
Services to You.
"Software" means the software and
all associated documentation and
other materials provided to you by
WiredRed for accessing and using the
Services.
"Term" means the duration of this
Agreement commencing with the date
that WiredRed accepts your order for
Services and continuing until the
end of the applicable Services
period as designated by WiredRed,
subject to earlier termination in
accordance with this Agreement.
2. Software License. Subject to your
compliance with the terms and
conditions of this Agreement,
WiredRed hereby grants you a
non-exclusive license during the
Term: to install the Software (in
object code and executable code
format only), and to use such
Software (as installed) solely for
the purpose of accessing and using
the Services.
3. Access to Services; Suspension
and Termination. Subject to your
compliance with the terms and
conditions of this Agreement,
WiredRed grants to you a
non-exclusive, revocable right to
access and use the Services during
the Term. WiredRed reserves the
right to discontinue or suspend
without notice all or a part of the
Services (or otherwise terminate
this Agreement) at any time if
WiredRed reasonably believes that
you are in breach of this Agreement
or may harm WiredRed or anyone else.
Upon any cancellation or expiration
of this Agreement, your access and
other rights to the Services will be
cancelled and cease. You are
expressly prohibited from reselling
or acting as a service bureau for
the Services or any component
thereof.
4. Ownership of Software, Services,
and Marks. The Software and Services
are licensed, not sold, solely for
use under the terms of this
Agreement. Except as specifically
set forth herein, WiredRed and the
other Affiliated Entities retain all
right, title, and interest,
including all intellectual property
rights, relating to or embodied in
the Software and Services, including
without limitation all technology,
software, and copies relating to the
Software and Services. All logos,
graphics, service marks, and trade
names, including third-party names,
product names, and brand names
(collectively, the "Marks") relating
to the Software and Services are the
trademarks of WiredRed or the other
Affiliated Entities. You are
prohibited from using any Marks
without the prior written permission
of WiredRed or the applicable
Affiliated Entities. WiredRed
reserves all rights not expressly
granted in this Agreement.
5. Restrictions. You agree not to
reverse engineer, disassemble,
decompile, translate, or attempt to
learn the source code of the
Software or Services. Unless
expressly set forth herein, you may
not use, modify, copy, create
derivative works of, distribute,
assign, sell, pledge, sublicense,
lease, rent, loan, timeshare,
deliver, or otherwise transfer,
directly or indirectly, the Software
(in whole or in part) or any rights
in the Services. You may not remove
from the Software or Services, or
alter or add, any Marks or copyright
notices or other proprietary rights
markings.
6. Scheduled Downtime. WiredRed
reserves the right to perform
periodic maintenance on the Site
from time to time, and while it will
endeavor to minimize service
downtime, it cannot guarantee
services will not be interrupted.
7. Credit Card Authorization; Use
Under Your Account. If you order
Services and are paying by credit
card, only valid credit cards
acceptable to WiredRed may be used
by you to make payment, and all
refunds will be credited to the same
card. Throughout the Term and until
all amounts due have been paid in
full, you hereby authorize WiredRed
to charge any credit card provided
by you to WiredRed, all amounts due
under this Agreement from time to
time, including without limitation,
all payments, taxes, and additional
fees. If the card cannot be
verified, is invalid, or is not
otherwise acceptable, the Services
may be deferred, cancelled, or
suspended, by WiredRed without
notice and WiredRed may send You
invoices for payment. You agree to
update your card information to keep
it current at all times and that
WiredRed may submit charges for
processing even if the card appears
to have expired. A credit card
authorization form may be required
if you want to pay by credit card.
All prices must be paid in U.S.
dollars. All prices exclude
applicable taxes, duties, and
similar charges, which will be
charged to and paid for by you. You
will cause those who access the
Services through your account,
including Users, to comply with the
terms and conditions of this
Agreement. You agree to promptly pay
all amounts due under this Agreement
and to be responsible for all
activity in your account for the
Services, including payment of fees
incurred at the direction of any User(s).
8. Privacy & Information Security
Policy. The WiredRed Privacy and
Information Security Policy can be
accessed at the Site via (http://www.wiredred.com/epop_legal.html)
("Privacy Policy") and you hereby
acknowledge that you have accessed
and read the Privacy Policy, that it
is a part of this Agreement, and
that it is incorporated herein by
this reference. The Privacy Policy
explains how certain information
about you may be processed and used,
among many other details. You agree
to the Privacy Policy as if the
"You" referenced therein is a
reference to you. If you are a
resident of California, WiredRed is
required in some circumstances to
disclose or provide notice of
invasion of certain security
systems. You agree that WiredRed may
do so when required, by either
sending an email notification to
affected California residents,
notifying major statewide media of
the invasion, or other appropriate
measures. You agree to receive
notice by any of these methods.
9. NOTICE REGARDING RECORDING AND
PRIVACY FEATURES. THE SOFTWARE
AND/OR SERVICES MAY ALLOW YOU TO
RECORD MEETINGS AND TO COLLECT AND
UTILIZE IDENTIFYING INFORMATION
ABOUT SERVICE PARTICIPANTS, such as
a name that is displayed,
transmitted, processed, or stored as
part of a meeting or meeting record.
THE LAWS OF SOME STATES OR COUNTRIES
REQUIRE THE CONSENT OF INDIVIDUALS
PRIOR TO RECORDING THEIR
COMMUNICATIONS AND/OR RESTRICT
COLLECTION, STORAGE, AND USE OF
PERSONALLY IDENTIFYING INFORMATION.
You agree to comply with all
applicable laws and to obtain all
necessary consents and make all
necessary disclosures before using
the Software and/or Services and/or
features such as the recording
feature.
10. RESPONSIBILITY FOR CONTENT OF
YOUR COMMUNICATIONS.
You agree that You are solely
responsible for the content of all
written, visual, or audible
communications sent by You or in
conferences hosted by You using
e/pop Services. You agree that You
will not use the Services to send
unsolicited commercial e-mail
outside Your company or organization
in violation of applicable law. You
further agree not to use the
Services to communicate any message
or material that is libelous,
harassing, threatening, indecent,
obscene, would violate the
intellectual property rights of any
party or is otherwise unlawful, that
would give rise to civil liability,
or that constitutes or encourages
conduct that could constitute a
criminal offense, under any
applicable law or regulation.
Although WiredRed is not responsible
for any such communications,
WiredRed may delete any such
communications of which WiredRed
becomes aware, at any time without
notice to You.
11. Compliance with Applicable Law.
You agree (i) not to use the
Software or Services for any illegal
purposes and (ii) to comply with all
applicable local, state, national,
and international laws and
regulations, including without
limitation laws relating to
recording conversations, privacy,
and data protection and public
displays or performances, and United
States export laws and regulations
regarding the transmission of
technical data exported from the
United States through the Software
and/or the Services.
12. Use Restrictions. You agree not
to:
(i) interfere with any other party's
enjoyment and use of the Services,
or otherwise use the Services in any
manner that could damage, disable,
overburden, impair, or otherwise
interfere with or disrupt the Site
or Services or any networks
connected to the Services;
(ii) rent, lease, grant a security
interest in, or otherwise transfer
any rights to use the Services under
this Agreement;
(iii) defraud, abuse, defame,
harass, stalk, threaten, or
otherwise violate the legal rights
(such as rights of privacy and
publicity) of others;
(iv) upload, or otherwise make
available, files that contain
photographs, images, software, or
other material protected by
intellectual property laws,
including, by way of example, and
not as limitation, copyright or
trademark laws (or by rights of
privacy or publicity) unless you own
or control the rights thereto or
have received all necessary consent
to do the same;
(v) upload files that contain Trojan
horses, viruses, worms, time bombs,
corrupted files, cancelbots, or any
other similar information that may
damage the operation of another's
computer or property or information;
and
(vi) falsify or delete any copyright
management information, such as
author attributions, legal or other
proper notices or proprietary
designations, or labels of the
origin or source of software or
other material contained in a file
that is uploaded.
13. Indemnity. If you are a
Customer, you agree to indemnify,
defend, and hold harmless each of
the Affiliated Entities (which
includes WiredRed and any licensors
and suppliers providing any part of
the Software and/or Services; and
all subsidiaries, affiliates,
employees, officers, consultants,
and agents of any of the foregoing)
from and against any and all claims,
damages, liabilities, and/or costs
(including, but not limited to,
fees, costs and other expenses of
attorneys and expert witnesses)
arising out of or related to the
Software or Services (including
without limitation, any person
accessing the Services using your
password or access key), 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
password or access key of any
intellectual property or privacy or
other right of any person or entity.
14. DISCLAIMER OF WARRANTIES. ALL
SOFTWARE AND SERVICES ARE PROVIDED
"AS IS" AND "WITH ALL FAULTS" AND
WITHOUT ANY WARRANTY.
EACH OF THE AFFILIATED ENTITIES
HEREBY DISCLAIMS ALL WARRANTIES,
CONDITIONS, AND DUTIES OF ANY KIND
(IF ANY), EXPRESS, IMPLIED, OR
STATUTORY, INCLUDING WITHOUT
LIMITATION, ANY OF MERCHANTABILITY,
OF ACCURACY, OF FITNESS FOR ANY
PARTICULAR PURPOSE, OF SYSTEM
INTEGRATION OR COMPATIBILITY, OF
WORKMANLIKE EFFORT, OR OF LACK OF
NEGLIGENCE. THE FOREGOING
DISCLAIMERS INCLUDE, WITHOUT
LIMITATION, ANY WARRANTY, DUTY, OR
CONDITION THAT: THE SOFTWARE OR
SERVICES WILL BE UNINTERRUPTED,
RELIABLE, AVAILABLE AT ANY
PARTICULAR TIME, SECURE, VIRUS-FREE,
ERROR-FREE, OR CORRESPOND TO ANY
CONDITION; THAT MESSAGES OR REQUESTS
WILL BE DELIVERED; THAT DEFECTS WILL
BE CORRECTED; OR THAT THE SOFTWARE
OR SERVICES, ANY CONTENT, SYSTEMS,
SERVERS, AND INFORMATION THAT IS IN
OR UTILIZED BY THE SOFTWARE AND/OR
SERVICES WILL BE FREE OF HARMFUL
ASPECTS.
Without limiting the foregoing, the
Services are not designed or
licensed for use in hazardous
environments requiring fail-safe
controls, including without
limitation operation of nuclear
facilities, aircraft
navigation/communication systems,
air traffic control, and weapons
systems or life support. Without
limiting the generality of the
foregoing, WiredRed, its Affiliates,
suppliers and resellers specifically
disclaim any express or implied
warranty of fitness for such
purposes.
ALSO, there is no warranty OF TITLE
OR against interference with
anyone's enjoyment of the SOFTWARE
OR SERVICES or against infringement.
15. NO LIABILITY FOR CONTENT. YOU
AGREE THAT NONE OF THE AFFILIATED
ENTITIES (as defined above) WILL BE
LIABLE FOR: ANY CONTENT, INCLUDING
BUT NOT LIMITED TO CONTENT THAT IS
SENT, RECEIVED, RELEASED, HELD, OR
OTHERWISE CONNECTED IN ANY RESPECT
TO THE SOFTWARE OR SERVICES; CONTENT
THAT IS SENT BUT NOT RECEIVED; ANY
ACCESS TO OR ALTERATION OF CONTENT;
ANY CONTENT SENT USING AND/OR
INCLUDED IN THE SERVICES, INCLUDING
WITHOUT LIMITATION ANY THREATENING,
OBSCENE, DEFAMATORY, OFFENSIVE, OR
ILLEGAL CONTENT; THE CONDUCT OF
ANYONE; OR ANY INFRINGEMENT OF
ANOTHER'S RIGHTS, INCLUDING PRIVACY,
INTELLECTUAL PROPERTY, OR DATA
PROTECTION RIGHTS.
16. LIMITATION OF LIABILITY. TO THE
MAXIMUM EXTENT PERMITTED BY
APPLICABLE LAW, IN NO EVENT WILL
WIREDRED OR ITS AFFILIATES,
SUPPLIERS OR RESELLERS BE LIABLE FOR
ANY SPECIAL, INDIRECT, INCIDENTAL,
EXEMPLARY OR CONSEQUENTIAL DAMAGES
WHATSOEVER (INCLUDING, WITHOUT
LIMITATION, DAMAGES FOR LOSS OF
BUSINESS PROFITS, BUSINESS
INTERRUPTION, LOSS OF BUSINESS
INFORMATION, OR ANY OTHER PECUNIARY
LOSS OR DAMAGE) ARISING OUT OF THE
USE OF OR INABILITY TO USE THE
SERVICES OR THE PROVISION OF OR
FAILURE TO PROVIDE TECHNICAL OR
OTHER SUPPORT SERVICES, WHETHER
ARISING IN TORT (INCLUDING
NEGLIGENCE) CONTRACT OR ANY OTHER
LEGAL THEORY, EVEN IF WIREDRED, ITS
AFFILIATES, SUPPLIERS OR RESELLERS
HAVE BEEN ADVISED OF THE POSSIBILITY
OF SUCH DAMAGES. IN ANY CASE,
WIREDRED'S, ITS AFFILIATES’,
SUPPLIERS’ AND RESELLERS’ MAXIMUM
CUMULATIVE LIABILITY AND YOUR
EXCLUSIVE REMEDY FOR ANY CLAIMS
ARISING OUT OF OR RELATED TO THIS
AGREEMENT WILL BE LIMITED TO THE
AMOUNT ACTUALLY PAID BY YOU FOR THE
SERVICES (IF ANY) IN THE PREVIOUS 12
MONTHS. Because some states and
jurisdictions do not allow the
exclusion or limitation of
liability, the above limitation may
not apply to You.
17. Export Restrictions. 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
Software and Services. Without
limiting the foregoing, you
acknowledge that the Software and
Services 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 Software or
Services in any form in violation of
the export laws of the United States
or any foreign jurisdiction. You
will defend, indemnify, and hold the
Affiliated Entities harmless from
and against any violation of such
laws or regulations.
18. MISCELLANEOUS
18.1 Choice of Law and Forum. This
Agreement shall be governed by and
construed under the laws of the
State of California, U.S.A., as
applied to agreements entered into
and to be performed in California by
California residents. The parties
consent to the exclusive
jurisdiction and venue of the courts
located in and serving San Diego
County, California.
18.2 Waiver and Severability.
Failure by either party to exercise
any of its rights under, or to
enforce any provision of, this
Agreement will not be deemed a
waiver or forfeiture of such rights
or ability to enforce such
provision. If any provision of this
Agreement is held by a court of
competent jurisdiction to be
illegal, invalid or unenforceable,
that provision will be amended to
achieve as nearly as possible the
same economic effect of the original
provision and the remainder of this
Agreement will remain in full force
and effect.
18.3 Survivability. Sections 1, 3
(to the extent of any limitations on
your rights), and 4 through 18 will
survive any cancellation,
termination, expiration, or
suspension of this Agreement.
18.4 General Provisions. This
Agreement embodies the entire
understanding and agreement between
the parties respecting the subject
matter of this Agreement and
supersedes any and all prior
understandings and agreements
between the parties respecting such
subject matter. WiredRed may change
the terms of this Agreement at any
time by posting modified terms on
its website. This Agreement has been
prepared in the English Language and
such version shall be controlling in
all respects and any non-English
version of this Agreement is solely
for accommodation purposes. All
notices or other correspondence to
WiredRed under this Agreement must
be sent to the address provided
below, or other address as provided
by WiredRed for such purpose. Any
and all rights and remedies of
WiredRed upon Your breach or other
default under this Agreement will be
deemed cumulative and not exclusive
of any other right or remedy
conferred by this Agreement or by
law or equity on WiredRed, and the
exercise of any one remedy will not
preclude the exercise of any other.
The captions and headings appearing
in this Agreement are for reference
only and will not be considered in
construing this Agreement.
WiredRed Corporation
4669 Murphy Canyon Road
Suite 108
San Diego, CA 92123 U.S.A.
Last Updated May 2, 2005. |
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