Last updated: May 25, 2018
This is a legal agreement between You and ezTalks Technology Company Limited (“ezTalks”) upon Your use of and access to the website and products and services and associated software (collectively, the “Service”) of ezTalks. BY agreeing to these Terms of Service(“Terms”), You agree to be bound by the Terms upon access to or utilizing ezTalks Services.
You agree to use the Services posted on our websites, or described in your Order, or otherwise committed by both parties with a written notice in accordance with this agreement. ezTalks may at its sole discretion, enhance or modify the features of the Services from time to time without prior notice to You. Use of the Services may be provided via equipment and resources located in locations throughout the world and you consent to having personal data processed by us in locations throughout the world. If you are entering into these Terms of Service on behalf of a company, business or other legal entity, you represent that you have the authority to bind such entity and its affiliates to these Terms of Service, in which case the “you” or “your” shall refer to such entity and its affiliates. If you do not have such authority, or if you do not agree to abide by these or any future Terms of Service, do not use or access (or continue to use or access) the Service. If you order Services through an website registration page or an online order page (an “Online Offer”), the Online Offer may contain additional terms and conditions and information regarding the Services you are ordering. Unless otherwise expressly set forth in any such additional terms and conditions applicable to the specific Service which You choose to use, those additional terms are hereby incorporated into this Agreement in relation to Your use of that Service.
2. YOUR REGISTRATION AND CONTENT OBLIGATIONS.
You may be required to provide information about Yourself in order to register for and/or use ezTalks Services. If you choose to register for and/or use the Service, you agree to provide and maintain true, accurate, current and complete information about yourself. You agree that You are solely responsible for the content ("Content") sent by You or displayed or uploaded by You in using the Services, and you commit that (i) You retain copyright and any other rights You already hold in Content which You submit, post or display on or through, the Services, and (ii) none of your Content infringes on the rights of any third party, and (iii) produce, use and transmission of the Content should not violates applicable laws and regulations, and (iv) none of your Content violates or would encourages conduct that could harm the intellectual property rights of any party under any applicable law or regulation. "Content" is defined as any of your, or your users’ or recipients’ files, documents, recordings, and other information that is uploaded to your Service account for storage, or used, presented or shared with third parties in connection with the Service. The host can choose to record ezTalks meetings, and by signing up, you are giving ezTalks consent to record for any or all ezTalks meetings or webinars that you join. If you choose not to be recorded, you can choose to leave the meeting or webinar. You agree that you are of legal age and fully competent to understand and comply with the terms, conditions, obligations, and warranties set forth in this Agreement. ezTalks will terminate or discontinue your access without warning if you are believed to be underage or otherwise ineligible.
3. FEES, CHARGES AND CANCELLATION.
You will select a ezTalks payment plan in order to extend the Service that you may choose to use. You agree to pay ezTalks the amount that is specified in the payment plan in accordance with the terms of such plan and these Terms of Service. To make the payment as due in the payment plan, You further agree to provide ezTalks information regarding your credit or other payment instrument and warrants that such information is true and accurate, and approve ezTalks to charge the fees for your selected Services in advance on a periodic basis until you terminate your account. ezTalks reserves the right to change the prices and will inform you with a notice through any available way. Your continued use of the Service after the price change becomes effective constitutes your agreement to pay the changed amount. You You may cancel your subscription at any time. If you cancel, you will not be billed for any additional terms of service, and service will continue until the end of the current Subscription Term. No refund for any service already paid for will be available upon your cancellation if this cancellation is not due to ezTalks.
4. LIMITATIONS ON USE.
By using ezTalks Services, you agree on behalf of yourself, your users and participants, not to (i) modify, prepare derivative works of, or reverse engineer, our Services; (ii) reproduce, resell, or distribute the Services or any reports or data generated by the Services for any purpose unless specifically permitted by ezTalks; (iii) transmit any harassing, fraudulent or unlawful material or information tha could encourage the conduct of violation of our policies, applicable laws, or regulations; (iv)transmit through the Services any material that may infringe the intellectual property or other rights of third parties.
5. PROPRIETARY RIGHTS.
ezTalks and/or its suppliers, as applicable, retain ownership of all proprietary rights in the Services and in all trade names, trademarks, service marks, logos, and domain names ("ezTalks Marks") associated or displayed with the Services. Except as expressly authorized by ezTalks, you agree not to modify, copy, frame, scrape, rent, lease, loan, sell, distribute or create derivative works based on the Service. You agree not to copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, or otherwise transfer any right in the ezTalks Software.
The ezTalks website contains information on how to terminate Your Account. If you have purchased a Service for a specific term, such termination will be effective on the last day of the then-current term. Your Online Order may provide that a Renewal Term will begin automatically unless either party provides notice of termination prior to the commencement of the next Renewal Term. If You fail to comply with any provision of this Agreement, ezTalks may terminate this Agreement immediately. You agree that ezTalks, in its sole discretion, may suspend or terminate your account (or any part thereof) or use of the Service and block or remove and discard any content within the Service if ezTalks believes that you have violated or acted inconsistently with the letter or spirit of these Terms of Service.
8. EXPORT RESTRICTIONS.
You acknowledge that the Services, or portion thereof may be subject to the export control laws of the United States. You will not export, re-export, divert, transfer or disclose any portion of the Services or any related technical information or materials, directly or indirectly, in violation of any applicable export law or regulation.
9. INJUNCTIVE RELIEF.
You acknowledge that any use of the Services contrary to this Agreement, or any transfer, sublicensing, copying or disclosure of technical information or materials related to the Services, may cause irreparable injury to ezTalks, its affiliates, suppliers and any other party authorized to resell, distribute, or promote the Services ("Resellers"), and under such circumstances ezTalks, its affiliates, suppliers and Resellers will be entitled to equitable relief, without posting bond or other security, including, but not limited to, preliminary and permanent injunctive relief.
10. DISCLAIMER OF WARRANTIES.
YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. EZTALKS, ITS AFFILIATES, SUPPLIERS AND RESELLERS EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. EZTALKS, ITS AFFILIATES, SUPPLIERS AND RESELLERS MAKE NO WARRANTY OR REPRESENTATION REGARDING THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES, REGARDING THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE SERVICES OR THAT THE SERVICES WILL MEET ANY USER'S REQUIREMENTS, OR BE UNINTERRUPTED, TIMELY, SECURE OR ERROR FREE. EZTALKS MAKES NO WARRANTY THAT THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS. YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOU RESULTING FROM THE USE OF THE SERVICES. THE ENTIRE RISK ARISING OUT OF USE OR PERFORMANCE OF THE SERVICES REMAINS WITH YOU.
12. LIMITATION OF LIABILITY.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT EZTALKS, ITS AFFILIATES, SUPPLIERS AND RESELLERS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY DAMAGES, OR DAMAGES FOR LOSS OF PROFITS INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, 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. IN ANY CASE, eEZTALKS'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 TWELVE (12) MONTHS PRECEDING THE EVENT OR CIRCUMSTANCES GIVING RISE TO SUCH CLAIMS. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU.
13. 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, except that if You or Your company have executed a separate written agreement or you have signed an order form referencing a separate agreement governing your use of the Services, then such agreement shall control to the extent that any provision of this Agreement conflicts with the terms of such agreement. The failure to exercise or enforce any right or provision of these Terms of Service will not constitute a waiver of such right or provision. If any provision of these Terms of Service is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms of Service remain in full force and effect. ezTalks may elect to change or supplement the terms of this Agreement from time to time at its sole discretion. ezTalks will exercise commercially reasonable business efforts to provide notice to You of any material changes to this Agreement. Within five (5) business days of posting changes to this Agreement, they will be binding on You. If You do not agree with the changes, You should discontinue using the Services. If You continue using the Services after such five-business-day period, You will be deemed to have accepted the changes to the terms of this Agreement. In order to participate in certain Services, You may be notified that You are required to download software and/or agree to additional terms and conditions. Unless expressly set forth in such additional terms and conditions, those additional terms are hereby incorporated into this Agreement. 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.