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Terms & conditions

Contents

Definitions
Commencement
Provision of Service
Security
Use of the Service
Charges
Dispute Resolution
Termination
Limitation of Liability
Intellectual Property Rights
Intellectual Property Rights Indemnity
LAN Access
Confidentiality
Matters Beyond the Parties' Reasonable Control
Law and Jurisdiction
Export Control
Notices
Assignment
Entire Agreement

SERVICE SCHEDULE

BT CONFERENCING INC.
AGREEMENT FOR CONFERENCING SERVICES

Please read this Agreement carefully before registering or using the Service. By registering or using the Service, you agree to be bound by the terms and conditions set forth below. If you do not wish to be bound by these terms and conditions, you may not register or use the Service. BTCI may modify this Agreement at any time, and such modifications shall be effective immediately. Your continued use of the Service shall be deemed your conclusive acceptance of the modified Agreement.

GENERAL CONDITIONS

1. Definitions
1.1 The following definitions apply:

Agreement: means these General Conditions and the Service Schedule;
BTCI: means BT Conferencing Inc., a Delaware corporation or its affiliates, where applicable whose principal office is at 150 Newport Avenue Extension, Quincy, MA 02171;
Charge(s): means the charge(s) payable for the Service set forth in the Charges Schedule;
Customer: means a) the party or person undertaking the Registration Process and whose application for Service is accepted by BTCI or b) the person permitted by the Customer to use the Service. BTCI may accept instructions from another person who BTCI reasonably believes is acting with the Customer's authority or knowledge;
Intellectual Property Rights: means any and all rights, of whatever nature and wherever granted or recognized, in patents, trademarks, service marks, trade names, service names, inventions, copyrights, processes, formulae, logos, trade secrets, industrial models, customer lists, designs, methodologies, computer programs (including all source codes) and related documentation, technical information, manufacturing, engineering and technical drawings, know-how and all pending applications for and registration of patents, trademarks, service marks and copyrights;
LAN: means local area network;
Minimum Period: means the minimum period (if any) as specified in the Service Schedule beginning on the Operational Service Time.
Operational Service Time: means the time when the Service is first made available to the Customer by BTCI or the time when the Customer first starts to use the Service, whichever is earlier;
Registration Process: means, as appropriate, the registration process as described in the Service Schedule and completed by or on behalf of the Customer via the telephone, facsimile, internet or the registration form.
Service: means the service or, where appropriate, the part of the services, described in the relevant Service Schedule;
Service Schedule: means the Service Schedule to this Agreement which includes the Service description, and any additional terms and conditions or other matters relevant to the Service;
Systems Administrator: means a person named by the Customer to be the point of contact with BTCI for matters relating to the provision of the Service;
User-ID: means the account codes and pass codes (if any) allocated by BTCI to the Customer to allow the Customer to use the Service.

1.2 In the event of any conflict among the Service Schedule and the General Conditions of this Agreement, the Service Schedule will take precedence.

2. Commencement

This Agreement commences on the date mutually specified by the Customer and BTCI or the date that the Customer receives an e-mail, postal or facsimile acceptance from BTCI following completion of the Registration Process, or the date that the Customer first uses the Service, whichever is earlier.

3. Provision of Service

3.1 BTCI agrees to provide the Customer with the Service on the terms of this Agreement.

3.2 BTCI will use reasonable efforts to provide the Service at the date and time agreed with the Customer but all dates and times are estimates and BTCI has no liability for any failure to meet any date or time.

3.3 BTCI agrees that the Service will:
3.3.1 conform in all material respects with its Service Schedule; and
3.3.2 be provided with the reasonable care and skill of a competent telecommunications service provider.

3.4 BTCI may:
3.4.1 for operational reasons, change the codes or numbers used by BTCI to provide the Service or vary the technical specification of the Service, provided that any change to the technical specification does not materially affect the performance of the Service;
3.4.2 give the Customer instructions which it believes are necessary for reasons of safety or the quality of any telecommunications service provided by BTCI to the Customer or any other customer; or
3.4.3 temporarily suspend the Service for operational reasons such as maintenance or improvement or due to an emergency.

3.5 EXCEPT AS EXPRESSLY STATED ABOVE, THERE ARE NO WARRANTIES, EXPRESS OR IMPLIED, BY OPERATION OF LAW OR OTHERWISE, OF EQUIPMENT, SOFTWARE OR SERVICES FURNISHED HEREUNDER OR IN CONNECTION HEREWITH. BTCI AND ITS SUPPLIERS EXPRESSLY DISCLAIM ALL IMPLIED WARRANTIES OF MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR PURPOSE. NO REPRESENTATION OR OTHER AFFIRMATION OF FACT INCLUDING BUT NOT LIMITED TO ANY STATEMENT REGARDING CAPACITY, SUITABILITY FOR USE OR PERFORMANCE OF THE EQUIPMENT, WHETHER MADE BY BTCI EMPLOYEES OR OTHERWISE, WHICH IS NOT CONTAINED IN THIS AGREEMENT SHALL BE DEEMED TO BE A WARRANTY BY OR GIVE RISE TO ANY LIABILITY OF BTCI WHATSOEVER.

4. Security

4.1 The Customer shall be responsible for the security and proper use of all User-IDs used in connection with the Service and must take all necessary steps to ensure that they are kept confidential, secure, used properly and not disclosed to unauthorized people.

4.2 The Customer shall immediately inform BTCI if there is any reason to believe that a User-ID has or is likely to become known to someone not authorized to use it or is being or is likely to be used in an unauthorized way.

4.3 The Customer shall not change or attempt to change a User-ID. If the Customer forgets or loses a User-ID the Customer must contact BTCI and satisfy such security checks as BTCI may operate.

4.4 BTCI reserves the right to suspend User ID access to the Service if at any time BTCI considers that there is or is likely to be a breach of security. BTCI also reserves the right (at its sole discretion) to require the Customer to change any or all of the pass codes used by the Customer in connection with the Service

4.5 The Customer must immediately inform BTCI of any changes to the information the Customer supplied when registering for the Service.

5. Use of the Service

5.1 It is the Customer's responsibility to obtain and keep in force any license necessary for the Customer to use the Service in any country in which it is provided.

5.2 The Customer must only access the Service in the manner permitted by BTCI and must not attempt at any time to circumvent system security or access the source software or compiled code.

5.3 The Service is provided solely for the Customer's own use and the Customer will not resell or attempt to resell the Service or any part of it to any third party unless with the prior written agreement of BTCI.

5.4 The Service must not be used:
5.4.1 in any way that does not comply with the terms of any legislation or any license applicable to the Customer or that is in any way fraudulent or unlawful;
5.4.2 in any way that does not comply with any instructions given by BTCI under Section3.4.2 or any other public telecommunications operator or other competent authority, in any country where the Service is provided;
5.4.3 to send, knowingly receive, upload, download, use or re-use any information or material which is abusive, indecent, defamatory, obscene or menacing, or in breach of confidence, copyright, privacy or any other rights; or
5.4.4 to send or provide unsolicited advertising or promotional material, or knowingly to receive responses to any unsolicited advertising or promotional material sent or provided using the Service by any third party.

5.5 If the Customer or anyone else, with or without the Customer's knowledge or approval, uses the Service in contravention of Sections 5.1 to 5.4, uses the bridge or server capacity or any software made available to it in any way which, in BTCI's opinion, is, or is likely to be, detrimental to the provision of the Service to the Customer or any other customer and fails to take corrective action within a reasonable period of receiving notice from BTCI to do so,

BTCI may treat the contravention as a breach of this Agreement for the purposes of Section 8.

5.6 The Customer must indemnify BTCI against any claims or legal proceedings which are brought or threatened against BTCI by a third party because the Service is used in breach of Sections 5.1 through 5.4. BTCI will notify the Customer of any such claims or proceedings and keep the Customer informed as to the progress of such claims or proceedings.

5.7 The Customer is responsible for the acts and omissions of all users in connection with the Service and is liable for any failure by any users to perform or observe the terms and conditions of this Agreement, including any instructions issued under Sections 3.4 or 5.4.

6. Charges

6.1 The Customer agrees to pay the Charges described in the Service Schedule. Charging will begin at the Operational Service Time. Charges for use of the Service will be calculated in accordance with the details recorded by or on behalf of BTCI. BTCI may revise the charges on thirty (30) days' notice to the Customer or such other period as stated in the Charges Schedule. BTCI's advertised pricing for services: Reservationless service, .20 (toll) .25 (toll free) Operator Attended .35 (toll) and .40 (toll free) and Premium Service .50 (toll) and .55 (toll free). Video Conferencing is $1.00 and Web Conferencing .80. All of these charges are based on per minute/ per port.

6.2 All Charges will be invoiced and paid in U.S. dollars, unless otherwise stated in the Service Schedule. Charges are exclusive of all taxes, fees and surcharges which may be applicable to the provision of Services hereunder. The Customer shall pay all such taxes, fees and surcharges however designated, including those paid or payable by BTCI (exclusive of taxes on the net income of BTCI) for the Services supplied hereunder.

6.3 Charges shall be paid within thirty (30) days of the date of BTCI's invoice. BTCI shall send invoices to the Customer at such addresses as may from time to time be agreed for that purpose. BTCI may, at any time, require the Customer to pay a deposit or provide a guarantee as security for payment of future invoices.

6.4 Without prejudice to BTCI's rights under Section 8 of these General Conditions, if payment of any Charge for the Service is late BTCI reserves the right to charge the Customer interest on a daily basis at the rate of 1_ percent per month on the outstanding balance.

7. Dispute Resolution

7.1 If any dispute (except for a dispute arising under Section 6) should arise between the parties under this Agreement, including any claim by either party that the other party has breached the terms of this Agreement, the parties shall use reasonable efforts to settle the matter in accordance with the escalation procedure set out in this Section.

7.2 Any dispute which is not settled between the parties' respective nominees within a reasonable period of time shall be escalated to the first level of representation. If the dispute has not been resolved by the first level of representation within ten (10) days, it shall be referred to the second level of representation.

7.3 The levels of escalation shall be to the representatives referred to in the Service Schedule, if any, or to any other person notified in writing from time to time by one party to the other.

7.4 If the dispute remains unresolved after the escalation procedures set forth in Sections 7.1 to 7.3, the parties shall attempt in good faith to resolve the dispute by mediation. Either party may initiate a mediation proceeding by a request in writing to the other party. Thereupon, both parties will be obligated to engage in mediation. The proceeding will be conducted in accordance with the then-current Center for Public Resources Model Procedure for Mediation of Business Disputes, with the following exceptions:
7.4.1 if the parties have not agreed within fifteen (15) days of the request for mediation upon the selection of a mediator willing to serve, the Center for Public Resources (CPR), upon the request of either party, shall appoint a member of the CPR Panels of Neutrals as the mediator;
7.4.2 the mediator will, promptly after his (her) appointment, schedule meetings with the parties in accordance with procedures agreed upon by the parties, or, failing such agreement, pursuant to procedures established by the mediator; and
7.4.3 efforts to reach a settlement with the assistance of the mediator will continue until the conclusion of the proceeding, which is deemed to occur when: (a) a written settlement is reached, or (b) the mediator concludes and informs the parties in writing that further efforts would not be useful, or (c) the parties agree in writing that an impasse has been reached or (d) either party, after good-faith participation in six (6) full days (or their equivalent) of substantive mediation proceedings and the passage of at least sixty (60) days after the first substantive proceeding, gives the other party written notice of its intent to withdraw from the mediation proceedings. Neither party may withdraw before the conclusion of the proceeding.

The parties regard the aforesaid obligation to mediate an essential provision of this Agreement, and they accept such obligation as legally binding on them. In case of a violation of such obligation by either party, the other party may bring an action to seek enforcement of such obligation in any court of law having jurisdiction thereof.

7.5 If the dispute remains unresolved after conclusion of the mediation procedures set forth in Section 8.4, either party may pursue any remedy it may have at law, subject to the exclusions and limitations under this Agreement.

8. Termination

8.1 Either party may terminate this Agreement by written notice if the other party files or is made subject to any voluntary or involuntary bankruptcy or makes an assignment for the benefit of creditors under any United States state or federal law, or a liquidator (other than for the purpose of amalgamation or reconstruction), administrative receiver, administrator or receiver is appointed in respect of the whole or a material part of the assets and/or undertakings of such party or such party enters into an arrangement or composition with its creditors, or if it becomes unable to pay its debts when due, or other circumstances arise which would entitle a court or a creditor to appoint a receiver, administrative receiver or administrator to make a winding up order in relation to the other party; or if the equivalent of any of the foregoing events under the laws of any other relevant jurisdiction shall occur with respect to such party.

8.2 Either party may immediately terminate this Agreement:
8.2.1 if the other party commits a material breach of its obligations in relation to the Service, which material breach is not cured within thirty (30) days of receipt of notice of such breach from the non-breaching party; or
8.2.2 if the other party commits a material breach of its obligations in relation to the Service, which material breach cannot be cured.

8.3 If the Customer terminates the Service during its Minimum Period (if any) (other than pursuant to Sections 8.1 or 8.2 hereof) Customer shall pay BTCI any termination charges specified in the Service Schedule, in addition to all remedies to which BTCI may be entitled at law or in equity.

8.4 If this Agreement is terminated by BTCI during the Minimum Period because of an event specified in Section 8.2 hereof, the Customer must pay BTCI the termination charges specified in the Service Schedule.

8.5 If BTCI is entitled to terminate this Agreement pursuant to Sections 8.1 or 8.2 above, it may, on giving prior notice where practicable, suspend the Service without prejudice to such rights. Where the Service is suspended under this Section the Customer must pay the charges for the Service until this Agreement is terminated.

8.6 Upon expiration or termination of this Agreement (or the Service provided under it) the rights of the parties accrued up to the date of such expiration or termination shall remain unaffected.

9. Limitation of Liability

9.1 NEITHER BTCI NOR ANY OF ITS SUBCONTRACTORS OR SUPPLIERS WILL BE LIABLE TO THE CUSTOMER FOR LOST REVENUES, LOST PROFITS, LOST DATA, OR OTHER SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGE OR FOR LOSS, DAMAGE OR EXPENSE DIRECTLY OR INDIRECTLY ARISING FROM THE CUSTOMER'S OR ANY OTHER PARTY'S USE OF OR INABILITY TO USE EQUIPMENT, SERVICES OR SOFTWARE OR FOR COMMERCIAL LOSS OF ANY KIND, WHETHER OR NOT BTCI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR LOSS, NOR SHALL ANY RECOVERY AGAINST BTCI, WHETHER IN CONTRACT OR TORT (INCLUDING NEGLIGENCE, STRICT LIABILITY OR OTHERWISE) BE GREATER IN AMOUNT THAN $1 MILLION FOR ANY ONE INCIDENT OR SERIES OF RELATED INCIDENTS AND $2 MILLION FOR ALL INCIDENTS IN ANY 12 MONTH PERIOD.

9.2 BTCI shall not be liable for the acts and omissions of other telecommunication service or network providers or for the availability or performance of such service or networks.

9.3 Each provision of this Agreement limiting or excluding liability operates separately and survives independently of the others.

10. Intellectual Property Rights

10.1 Ownership and all Intellectual Property Rights in any BTCI Equipment, software, operating manuals and associated documentation, made available as part of the Service or otherwise generated in connection with this Agreement, shall remain the absolute property of BTCI or its licensors.

10.2 Where software is made available to the Customer in connection with the Service, BTCI grants the Customer a non-exclusive, non-transferable license to use the software for that purpose.

10.3 The Customer shall not, without BTCI's prior written consent, copy or (except as permitted by law) decompile or modify the software, nor copy the manuals or documentation.

10.4 The Customer will sign any agreement reasonably required by the owner of the Intellectual Property Rights in any material supplied to the Customer under this Agreement.

10.5 BTCI may offer updates or modifications to the software or documentation. Any applicable charges for such updates or modifications will be notified to the Customer at any time BTCI offers such updates or modifications.

11. Intellectual Property Rights Indemnity

11.1 BTCI shall indemnify the Customer against all claims and proceedings arising from infringement of any Intellectual Property Rights by reason of BTC's provision of the Service to the Customer. As a condition of this indemnity the Customer shall:
11.1.1 notify BTCI promptly in writing of any allegation of infringement; and
11.1.2 make no admission relating to the infringement; and
11.1.3 allow BTCI to conduct all negotiations and proceedings and give BTCI all reasonable assistance; and
11.1.4 allow BTCI to modify the Service, or any item provided as part of the Service, so as to avoid the infringement, provided that the modification does not materially affect the performance of the Service.

11.2 The indemnity in Section 11.1 does not apply to infringements caused by the use of the Service, or any item provided as part of the Service, in conjunction with other equipment, or software or services not supplied by BTCI, or to infringements caused by designs or specifications made by the Customer. The Customer shall indemnify BTCI against claims, proceedings and expenses arising from such infringements.

11.3 The limitations and exclusions of liability contained in Section 9 do not apply to this Section.

12. LAN Access

12.1 If the Customer accesses the Service via a LAN, the Customer is responsible for:
12.1.1 providing and maintaining a suitable LAN and Internet protocol ("IP") router capable of interfacing satisfactorily with the Service;
12.1.2 configuration of the IP router; and
12.1.3 the appointment of a System Administrator.

The Customer acknowledges that BTCI is not responsible for providing any support, whether technical or otherwise, for the Customer's LAN.

12.2 Where IP addresses are allocated to the Customer, these are for use in connection only with the Service and all rights in those IP addresses belong to BTCI. The Customer may not sell them or agree to transfer them to anyone else. If this Agreement is terminated for any reason the IP addresses will revert to BTCI.

13. Confidentiality

13.1 BTCI and the Customer shall keep in confidence any information (whether written or oral) obtained under this Agreement of a confidential nature (including software and manuals) and shall not divulge the same to any person other than their employees, advisors, or in the case of BTCI, the employees of its affiliates, who need to know the information without the consent of the other party.

13.2 This Section 13 shall not apply to information which is:
13.2.1 in the public domain other than in breach of this Agreement;
13.2.2 in the possession of the receiving party before such divulgence has taken place;
13.2.3 obtained from a third party who is free to divulge the same; or
13.2.4 is required to be disclosed by a regulatory authority or by governmental or court action, provided that the receiving party uses its reasonable efforts to provide advance notice of such required disclosure to the disclosing party.

13.3 This Section 13 shall remain in effect for two (2) years after the termination of this Agreement.

14. Matters Beyond the Parties' Reasonable Control

Neither party shall be liable for any breach of this Agreement which is caused by a matter beyond its reasonable control including Acts of God, fire, lightning, explosion, war, disorder, flood, industrial disputes (whether or not involving their employees), extremely severe weather or acts of local or central government or other competent authorities. In addition, BTCI shall not be liable for any delay or failure to provide the Service caused by restrictions of a legal or regulatory nature or due to the refusal or delay by a third party to supply telecommunications services to BTCI and where there is no alternative to such services available to BTCI at reasonable cost. If any condition continues for more than three (3) months, either party may serve notice on the other immediately terminating this Agreement.

15. Law and Jurisdiction

This Agreement shall be governed by the laws of the State of New York, without regard to its conflict-of-laws principles. The parties agree to submit any difference or dispute not resolved by the alternative dispute resolution procedures of Section 8 of these General Conditions to the non-exclusive jurisdiction of the United States District Court for the Southern District of New York, provided such court accepts subject-matter jurisdiction thereof, and otherwise to the courts of the State of New York located within the borough of Manhattan, City of New York.

16. Export Control

Delivery of the Service to the Customer may be subject to export control law and regulations. BTCI does not represent that any necessary approvals and licenses will be granted. The Customer will provide reasonable assistance to BTCI to obtain any necessary consents. If, through no fault of BTCI, any necessary consents are not granted, then BTCI can terminate this Agreement or the provision of the Service under it (as appropriate) without any liability to the Customer.

17. Notices

Any notice or other communication required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given on the date when delivered if delivered personally or by facsimile or by overnight courier (unless delivered after normal business hours, in which case it shall be deemed given on the next business day); or five (5) days after the date of mailing if sent registered mail, postage pre-paid, return receipt requested, and addressed to the parties at their respective addresses set forth in this Agreement (in the case of BTCI, as specified in the Definitions Section 1.1 of these General Conditions; and in the case of the Customer, as specified in the registration form); or to such other address or facsimile number as either the Customer or BTCI may, from time to time, designate in a written notice given in like manner. Copies of all notices to BTCI shall also be sent to its Legal Department at 150 Newport Avenue Extension, Suite 400, Quincy, MA 02171, fax number 781.849.7315.

18. Assignment

The Customer may not assign all or part of this Agreement to any other party without the prior written agreement of BTCI, which shall not be unreasonably withheld. BTCI reserves the right to assign all or part of this Agreement at any time to any member of the British Telecommunications plc group of companies.

19. Entire Agreement

This Agreement states the entire agreement between the parties and supersedes all prior representations, agreements, proposals, correspondence, discussions, meetings, negotiations and any other understandings relating to its subject matter.