Climate Call

Terms and conditions

IMPORTANT – READ CAREFULLY: YOUR USE OF THE CLIMATE CALLS WEBSITE AND THE SERVICES IS CONDITIONED UPON YOUR COMPLIANCE AND ACCEPTANCE OF THIS AGREEMENT.

This Agreement (the “Agreement”) is between Climate Call, Inc. or one of its affiliates providing Services hereunder ("Climate Call") and "you" ((i) the individual or legal entity purchasing or opening an account for Services under this Agreement ("Customer"); or as the case may be (ii) the individual accessing or using the Services). Please read these this Agreement carefully before installing, accessing, or otherwise using the Services. By installing, accessing, or otherwise using the Services you agree to be bound by this Agreement. Please maintain a copy for your records. If you do not agree with the terms of this Agreement, do not use the Services.

Service Description. These Terms and Conditions govern the purchase and use of audio, video and web-based conferencing services, any related standard and enhanced conferencing features of Climate Call ("Climate Calls Services") and third party suppliers (“Third Party Services”) (the Climate Call Services and Third Party Services are referred to collectively as the “Services”). By ordering or using the Services, you agree to be bound by these Terms and Conditions. Climate Call may alter, expand, or reduce the features of the Services from time to time. You shall provide all user information necessary to enable Climate Call to create user profiles for each user you wish to provide access to the Services. Climate Call reserves the right to reclaim any dial-in numbers provided for Services ("Dial-In Numbers") if such Dial-In Numbers are "inactive" for 180 days. The term "inactive" is defined as no usage on a specific number/service and no upcoming reservations scheduled for such number/service.

Payments, Charges and Taxes

Payments and Charges. Each month, Climate Call will invoice Customer for the total monthly cost of all Services. Payment will be due thirty (30) days from date of invoice. Unpaid invoices will be subject to a monthly service charge of 1.5% of the outstanding balance or the maximum legally allowable interest rate, whichever is lower. Customer must notify Climate Call of any disputed charges within twenty (20) days from the date of the invoice, otherwise Customer will be deemed to agree to such charges and Climate Call will not be subject to making adjustments to charges or invoices. Unless, otherwise agreed upon by the parties in writing: (1) Services are charged by multiplying the number of minutes used in a month by Customer’s per minute rate for all legs of all conferences; (2) Customer hereby agrees to a 15% rate increase each year without prior notice; and (3) rates are subject to change at any time upon notice to Customer, and Customer hereby acknowledges and agrees that notice may be provided by Climate Call by listing the new rate on the relevant invoice for Services rendered.

Unpaid Charges. In the event charges due are not paid in full, for any reason, within thirty (30) days from the Invoice date, Climate Call shall have the right to suspend all or any portion of the Services until such time as all charges and applicable late fees have been paid. Following such payment, Climate Call may reinstate Services only upon satisfactory assurance of Customer's ability to pay for Services, including modified payment terms such as prepayment and weekly invoicing. Such suspension shall not relieve Customer of any payment liability.

Taxes, Fees and Surcharges. In addition to the rates for the Services, Customer shall pay all applicable fees, duties, tolls, surcharges, or governmental taxes (“Assessments”) now or hereafter imposed that are attributable to the Services and included on Customer's invoices and any reasonable expense incurred by Climate Call relating to such Assessments.

License. Subject to your compliance with the terms and conditions of this Agreement, Climate Call hereby grants you a non-exclusive license during the Term to use the Services. Except as specifically set forth herein, Climate Call or its suppliers retain all right, title, and interest, including all intellectual property rights, relating to or embodied in the Services, including without limitation all technology, software, and copies relating to the Services. You agree not to reverse engineer, decompile, disassemble, translate, or attempt to learn the source code of the Services or any software. Other than using the Services for conferences or meetings in which Customer is an active participant, you may not resell the Services or otherwise generate income from the Services.

Responsibility For Your Account. You are responsible for maintaining the confidentiality of your account and owner numbers and necessary conference codes, passwords and personal identification numbers used in conjunction with the Services and for all uses of the Services in association with your account whether or not authorized by you. Climate Call does not sell products or services for children. You will not allow children under 18 to use the Services without the involvement of a parent or guardian. You agree to immediately notify Climate Call of any unauthorized use of your account of which you become aware.

Responsibility for Communications. You are the sole owner of content and is solely responsible for the content of all conference communications (visual, written or audible) using your account. You shall comply with all laws while using the Services, shall not transmit any communication that violates any law, court order, or regulation, shall not violate any third party rights in using the Services, and shall not use the Services in any way that damages Climate Calls property or interferes with or disrupts Climate Calls system or other users. Although Climate Call is not responsible for any such communications, Climate Call may suspend any such communications of which Climate Call is made aware. You acknowledge and agree that Climate Call does not control or monitor your content nor guarantee the accuracy, integrity, security or quality of such content. Use of conference recording or taping any use of the Services by you may subject you to laws or regulations and you are solely responsible for and obligated to provide any required notification to participants prior to commencement of said conference.

Privacy. Climate Calls Privacy statement governs your visit to Climate Calls Website and use of the Services and may be found on Climate Calls website at http://www.climatecall.co.uk/privacy.htm

Limited Warranty. ALL SERVICES ARE PROVIDED "AS IS" AND "WITH ALL FAULTS" AND WITHOUT ANY WARRANTY. YOU UNDERSTAND AND AGREE THAT CLIMATE CALLS SERVICES AND THIS SITE ARE PROVIDED "AS IS" AND "AS AVAILABLE". CLIMATE CALL AND ITS SUPPLIERS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. CLIMATE CALL MAKES NO WARRANTY OR REPRESENTATION REGARDING ANY INFORMATION, MATERIALS, GOODS OR SERVICES OBTAINED THROUGH CLIMATE CALLS SERVICES OR WEBSITES, OR THAT CLIMATE CALLS SERVICES WILL MEET ANY OF YOUR REQUIREMENTS, OR BE UNITERRUPTED, TIMELY, SECURE OR ERROR FREE. USE OF CLIMATE CALLS SERVICES AND WEBSITE ARE AT YOUR SOLE RISK. CLIMATE CALL IS NOT LIABLE FOR ACTS OR OMISSIONS OF OTHER SERVICE PROVIDERS, FOR INFORMATION OR CONTENT OF COMMUNICATIONS, THIRD PARTY SERVICES, EQUIPMENT FAILURE OR MODIFICATION, OR CAUSES BEYOND CLIMATE CALLS REASONABLE CONTROL.

Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL CLIMATE CALL, OR ITS SUPPLIERS OR AFFILIATES, BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING WITHOUT LIMITATION, DAMAGE FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF, OR RESULTING FROM THE SERVICES OR THIS AGREEMENT WHETHER ARISING IN TORT (INCLUDING NEGLIGENCE, STRICT LIABILITY OR PRODUCT LIABILITY), CONTRACT OR ANY OTHER LEGAL THEORY, EVEN IF CLIMATE CALL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR DAMAGES THAT ARE REQUIRED BY LAW TO BE PAID, YOU AGREE THAT ALL DAMAGES ARE EXCLUDED EXCEPT FOR THE DIRECT DAMAGES THAT ARE ACTUALLY INCURRED BY YOU IN REASONABLE RELIANCE, UP TO THE GREATER OF THE AMOUNT OF A REFUND OF THE PRICE THAT YOU ACTUALLY PAID FOR THE SERVICES DURING THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE FILING OF SUCH CLAIM REGARDLESS OF THE FORM OF ACTION OR CLAIM (E.G., CONTRACT, WARRANTY, TORT, STRICT LIABILITY, NEGLIGENCE, FRAUD, OR OTHER LEGAL THEORY) OR ONE THOUSAND DOLLARS (US$1,000).

Indemnification. You shall indemnify, defend and hold Climate Call and its affiliates and their officers, director, employees and suppliers (the “Climate Call Indemnitees”) harmless from any and all claims, actions, suits, proceedings, costs, expenses, damages and liabilities, including reasonable attorneys' fees, which arise out of or relate to your use of the Services (including without limitation, any person accessing the Services using your account), 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 account of any intellectual property or privacy or other right of any person or entity.

Confidentiality. Climate Call and you agree to hold all Confidential Information of the other party in strict confidence. Confidential Information shall mean information that derives economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use and marked as Confidential ("Confidential Information"). The parties agree that all Confidential Information shall be disclosed only to those employees or representatives on a need-to-know basis and who agree to be bound by these confidentiality restrictions. This confidentiality obligation shall not apply to any information (i) independently developed by a party, (ii) generally available to the public other than by a party's breach of these Terms and Conditions, (iii) already known by a party at time of disclosure to that party, or (iv) rightfully received from a third party without restriction on disclosure or an obligation of confidentiality running directly or indirectly to the other party. Nothing shall prevent or prohibit the receiving party from providing access to Confidential Information as may be required by law provided that the receiving party gives as much notice as is reasonably practical and provides reasonable assistance to the disclosing party in challenging or modifying the disclosure so required by law.

Governmental Agencies. Use of the Services by the United States Government or other governmental agencies shall be as "restricted computer software" or "limited rights data" as set forth in 48 CFR 52.227-14, or as "commercial computer software" or "commercial computer software documentation" under DFARS 252.227-7202, or under such other similar applicable terms and conditions to prevent the transfer of rights in and to the technology to the government or such agency other than under normal commercial licensing terms and conditions. Contractor/manufacturer is Unite, Inc., 8420 W. Bryn Mawr Ave., Suite 400, Chicago, IL 60631.

Export and Import Control Laws and Regulations. 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 Services and any related software. Without limiting the foregoing, you acknowledge that the Services and any related software 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 Services or any related software in any form in violation of the export laws of the United States or any foreign jurisdiction.

Broadcast Services. If you use Climate Call Fax, Email, or Outbound Broadcast services to send your facsimile, email or outbound call messages (“Messages”) to your clients or potential clients (the “Recipients”) as a condition for using such broadcast services, you represent and warrant that you has the legal right to send all Messages to the Recipients (including obtaining any required consents from the Recipients) and is in compliance with all applicable laws including but not limited to: for use to or from the United States, the TCPA 47 USC 227; CANSPAM Pub. L. No. 108-187; and TSR 16 CFR 310; for use to or from Canada, laws issued by the Canadian Radio-television and Telecommunications Commission concerning telemarketing and unsolicited faxes, Personal Information Protection and Electronic Documents Act; and for use to or from UK the Privacy and Electronic Communications Regulations 2003. You further acknowledge that you are the sender of all Messages and Climate Call is acting at your direction as the broadcaster of the Messages. Climate Call does not provide content and you shall be solely responsible for all content of the Messages and for providing any list of names, numbers or addresses for Client to utilize in sending Messages. You shall indemnify, defend and hold the Climate Call Indemnities harmless from any and all claims, liability, penalty, fines, costs, expenses, damages including reasonable attorneys’ fees arising out of, connected with or resulting from Climate Call sending the Messages to Recipients or any breach of your obligations set forth in this Paragraph.

Enforceability/Waiver. If any part of this Agreement is determined to be invalid or unenforceable, then such invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the allocation of risks, and the remainder of the Agreement will continue in effect. If any provision(s) is found to be contrary to law, then such provision(s) will be construed, as nearly as possible, to reflect the intentions of the parties with the other provisions remaining in full force and effect. Climate Calls failure to exercise or enforce any right or provision of this Agreement will not constitute a waiver of such right or provision unless agreed to by Climate Call in a non-electronic writing manually signed by a duly authorized officer of Climate Call.

Miscellaneous. Except as otherwise expressly provided herein, all remedies provided for in this Agreement shall be cumulative and in addition to and not in lieu of any other remedies available to either party at law, in equity, or otherwise. You and Climate Call are independent contractors, and no agency, partnership, joint venture, employee-employer or franchisor-franchisee relationship is intended or created by this Agreement. The parties confirm that they wish to have this Agreement written in English only. Les Parties aux présentes confirment leur volonté que cette Convention soit rédigée en langue anglaise seulement. You authorize Climate Call monitoring including recording of calls for the purposes of quality assurance and you further consent to Climate Calls use of automatic dialing equipment to contact you. Climate Calls performance of the Services is subject to existing laws and legal process, and nothing contained in this Agreement is in derogation of Climate Calls right to comply with governmental, court and law enforcement requests or requirements relating to your use of Climate Calls Website, the Services or information provided to or gathered by Climate Call with respect to such use.

Governing Law; Exclusive Forum; Jurisdiction. If you reside in Europe, the Middle East or Africa, you consent to the exclusive jurisdiction and venue of the courts sitting in London, England with respect to any dispute, controversy or claim arising out of or relating to this Agreement or any services provided by Climate Call. If you reside in Asia, Australia, New Zealand or the Indo – Pacific region, you irrevocably agree and consent that any dispute, controversy or claim arising out of or relating to this Agreement or any services provided by Climate Call shall be settled by arbitration in accordance with the UNCITRAL Arbitration Rules provided that the appointing authority shall be the Hong Kong International Arbitration Centre, the place of arbitration shall be in Hong Kong at the HKIAC, there shall be only one arbitrator and the language to be used in the arbitral proceedings shall be English. If you reside in a location other than as listed above, you consent to the exclusive jurisdiction and venue of the courts sitting in Douglas County, Nebraska, USA with respect to any dispute, controversy or claim arising out of or relating to this Agreement or any services provided by Climate Call.

Regardless of Venue, this Agreement and all causes of action related to this Agreement or the Services will be governed by and construed in accordance with the laws of the state of Nebraska, USA, without giving effect to the conflict-of-laws principles thereof that would require application of the laws of a different state or jurisdiction.

You agree to service of process by mail directed to your billing address. You waive all defenses including but not limited to sovereign immunity, lack of personal jurisdiction and forum non conveniens and expressly waive any right to bring suit or have any action heard in your local courts. You agree that any claim or cause of action arising out of or related to this Agreement must be commenced by you within one (1) year after the cause of action arose.

Force Majeure. Climate Call will not be responsible for failure of performance due to causes beyond its reasonable control. Such causes include (without limitation) acts of terrorism, wars, hostilities, revolutions, riots, civil commotion, national emergency, fire, flood, force of nature, explosion, embargo, accidents, acts of God, labor disputes, action of any governmental agency, a malfunction of a third party's telephone lines, equipment or services which is necessary to provide the Services, or stability or availability of the Internet, or portion thereof.

Entire Agreement. The Agreement constitutes the entire agreement between Climate Call and you with respect to the Services and supersedes all other (prior or contemporaneous) communications and proposals, whether electronic, oral, or non-electronic, between Climate Call and you regarding them. You agree that any terms or conditions contained in any document, including but not limited to a purchase order, acknowledgement, email, or other document that you may now or later provide to Climate Call, will have no effect and that this Agreement is the only contract between Climate Call and you regarding the Services and may only be amended as set forth herein. The application of the United Nations Convention on the International Sale of Goods is hereby expressly excluded. A printed version of this Agreement and of any notice given to you in electronic form will be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

Modification. Climate Call may, at any time, amend the provisions of this Agreement. Any amendment proposed by you may only be accepted by Climate Call in a non-electronic writing manually signed by authorized representatives of the parties. Notwithstanding anything in this Section to the contrary, if Climate Call posts amended terms on the Site, such terms will automatically become effective ten (10) days after they are posted on the Site. By using the Services after such revised terms are posted, you agree to be bound by any such amended provisions. Therefore, you agree to periodically visit the Site to examine the then-current Agreement.