Terms and Conditions

Service Description. The fundamental capabilities of C2 Connect services are to provide audio, web-based, and video conferencing services and related standard and enhanced conferencing features (“Services”). C2 Connect may, in its sole discretion, enhance and/or expand the features of the Services from time to time. Customer shall provide all user information reasonably necessary to enable C2 Connect to create user profiles for each user for whom Customer wishes to provide access to the Services pursuant to this Agreement. Unless indicated otherwise, as indicated in the Rate Information of this Agreement or through a separate agreement, the Services are charged by multiplying the number of minutes used in a month by Customer’s per minute rate as indicated in Rate Information of this Agreement. Customer acknowledges that it may use certain services or features that are not listed in the Rate Information of this Agreement and Customer will be charged for such services and features based on C2 Connect’s standard rate or through Customer’s sales representative. C2 Connect may change rates or add new rates at any time without providing notice to Customer, however, any rates indicated in the Rate Information of this Agreement will remain in effect for the term of this Agreement. C2 Connect reserves the right to reclaim any dial-in numbers provided Customer for Services (“Dial-In Numbers”) if such Dial-In Numbers are “inactive” for 180 days. Inactive is defined as no usage on a specific number/service and no upcoming reservations scheduled for such number/service. The Dial-In Number will be reassigned to the Customer, upon request, only if it continues to be available. If the Dial-In Number is not available, Customer will be provided new dial-in numbers.

Service Security. C2 Connect utilizes industry-accepted measures and standards to maintain the security and confidentiality of Customer’s content and identifiable information. C2 Connect hosts Customer content and information on a server that is secured by an authentication scheme and a firewall. Customer acknowledges and agrees that C2 Connect cannot prevent and, therefore, is not responsible for inadvertent security breaches. C2 Connect cannot and does not warrant or guarantee that third parties will not intercept, interfere with, or access in an unauthorized manner, information or communications sent or received as part of the Services contemplated under this Agreement. Use of conference recording or taping may subject Customer to State or Federal laws or regulations (e.g., regarding the notification to participants of the use of these features). C2 Connect does not assume the responsibility for any required notification to any conferencing participants of the Services.

Payments, Charges and Taxes
Payments and Charges. Each month, C2 Connect will invoice Customer for the total monthly cost of all Services based on rates and any applicable minimum usage requirements as indicated on the new account application agreement. 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 C2 Connect 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 C2 Connect will not be subject to making adjustments to charges or invoices.

Unpaid Charges. In the event charges due are not paid in full, for any reason, within thirty (30) days from the Invoice date, C2 Connect shall have the right to suspend all or any portion of the Services until such time as Customer has paid all undisputed charges then due to C2 Connect, including any applicable late fees. Following such payment, C2 Connect shall reinstate Services to Customer only upon the provision by such Customer to C2 Connect of satisfactory assurance of Customer’s ability to pay for Services and advance payment of any cost of re-instituting Services. Such suspension shall not relieve Customer of payment liability for all undisputed charges accrued through the date of such suspension, and shall not relieve Customer of any applicable Minimum Annual Commitment.

Taxes. All pricing and fees under this Agreement do not include taxes. Customer shall pay all applicable federal, state, county, local or other governmental taxes, fees, duties, tolls or other charges now or hereafter imposed that are attributable to the Services and included on Customer’s invoices.

Trademarks and Trade Names. Other than use of materials and point-of-sale items supplied by C2 Connect, Customer has no right or license to use any of the trademarks or trade names owned by, licensed to or associated with C2 Connect (the “Marks”) during the Term of this Agreement without express written consent from C2 Connect. Despite prior approval, Customer will immediately cease using the Marks upon notice from C2 Connect or upon termination of this Agreement for any reason. Any use by Customer of the Marks other than as described above will constitute a breach of this Agreement for which, in additional to any other remedies available at law or in equity, C2 Connect may terminate this Agreement.

Responsibility of Account Number and Password. Customer is responsible for all uses of the Services in association with Customer’s account, whether or not authorized by Customer. Customer is responsible for maintaining the confidentiality of Customer’s account and owner numbers and necessary conference codes, passwords and personal identification numbers used in conjunction with the Services. Customer agrees to immediately notify C2 Connect of any unauthorized use of Customer’s account of which Customer becomes aware.

Responsibility for Content of Communication. Customer is the sole owner of content and is solely responsible for the content of all conference communications (visual, written or audible) using Customer’s account. Customer will not use Services to send unsolicited mass mailings, surveys, pyramid schemes, chain letters, or contests outside Customer’s company or organization or to any person who has not given specified permission to be included in such a process (commercial or otherwise). Customer agrees not to use Services to communicate any message or material that is harassing, trade libelous, unlawfully threatening, obscene or harmful to minors, or is otherwise unlawful that would give rise to civil liability, is defamatory or that constitutes or encourages conduct that could constitute criminal offense under any applicable law or regulation. Although C2 Connect is not responsible for any such communications, C2 Connect may suspend any such communications of which C2 Connect is made aware of and provide prompt notice to Customer. Customer acknowledges and agrees that C2 Connect does not control or monitor Customer’s content nor guarantee the accuracy, integrity, security or quality of Customer’s content.

Privacy. C2 Connect’s Privacy statement may be found on C2 Connect’s website at http://www.c2connect.com/privacy.htm. Please consult it to learn C2 Connect’s current practices with respect to Customer’s privacy.

Limited Warranty. EXCEPT AS OTHERWISE PROVIDED HEREIN, (A) CUSTOMER UNDERSTANDS AND AGREES THAT C2 CONNECT’S SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE”; (B) C2 CONNECT EXPRESSLY DISCLAIMS 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; (C) C2 CONNECT MAKES NO WARRANTY OR REPRESENTATION REGARDING ANY INFORMATION, MATERIALS, GOODS OR SERVICES OBTAINED THROUGH C2 CONNECT’S SERVICES OR WEBSITES, OR THAT C2 CONNECT’S SERVICES WILL MEET ANY CUSTOMER REQUIREMENTS, OR BE UNINTERRUPTED, TIMELY, SECURE OR ERROR FREE; (D) USE OF C2 CONNECT’S SERVICES AND WEBSITE ARE AT CUSTOMER’S SOLE RISK; AND (E) CUSTOMER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO CUSTOMER RESULTING FROM THE USE OF SUCH SERVICES OR WEBSITE OTHER THAN AS A RESULT OF C2 CONNECT’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. Because some states and jurisdictions do not allow limitations on or the disclaimer of implied warranties, the above limitation may not apply to Customer. In that event, such warranties are limited to the minimum warranty period or scope allowed by the applicable law.

Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL C2 CONNECT, 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 (A) THE USE OF OR INABILITY TO USE THE SERVICES, OR (B) THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES, OR (C) THE ACQUISITION OF ANY GOODS OR SERVICES PURCHASED OR OBTAINED THROUGH THE SERVICES, OR (D) MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH THE SERVICES, OR (E) UNAUTHORIZED ACCESS TO OR ALTERATION OF USER’S TRANSMISSIONS OR DATA, OR (F) THE PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES, WHETHER ARISING IN TORT (INCLUDING NEGLIGENCE), CONTRACT OR ANY OTHER LEGAL THEORY, EVEN IF C2 CONNECT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY CASE, C2 CONNECT’S MAXIMUM CUMULATIVE LIABILITY AND CUSTOMER’S EXCLUSIVE REMEDY FOR ANY CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL BE LIMITED TO THE AGGREGATE AMOUNT ACTUALLY PAID BY CUSTOMER FOR THE SERVICES DURING THE TERM OF THIS AGREEMENT. Because some states and jurisdictions do not allow limitations of liability in certain instances or the exclusion or limitation of incidental or consequential damages, the above limitation or portions thereof may not apply to Customer.

Indemnification. Customer will indemnify, defend and hold harmless C2 Connect and its subsidiaries, affiliates, directors, officers, employees, agents, shareholders, members, consultants, agents and other owners from any claim, whatsoever, made by a third party arising out of Customer’s use of the Services.

Confidentiality. Each party to this Agreement agrees 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 (“Confidential Information”). Confidential Information includes, without limitation, this Agreement and any addendum, amendments or purchase orders (if required by Customer) to this Agreement; business plans; business strategies; marketing plans; industry and competitive information; technology, product and proposed product information; pricing and pricing arrangements and agreements with distributors, partners, suppliers, licensers and licensees; information concerning employees; and financial information. Confidential Information may be written, oral, expressed in electronic media or otherwise disclosed, and may be tangible or intangible. A party is not required to specifically identify Confidential Information as such.

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 this Agreement, (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. Both parties hereby designate the terms, conditions, appendices, exhibits and schedules of this Agreement to be confidential. The parties agree that all confidential and proprietary information, including without limitation the Confidential Information received pursuant to this Agreement, shall be disclosed only to those employees and other persons on a need-to-know basis and who shall agree to be bound by these confidentiality restrictions. Upon termination of this Agreement, each party shall immediately return to the other party any Confidential Information of such other party.

The covenants of confidentiality and restrictions on use of Confidential Information provided in this Section shall apply during the Term of this Agreement and for three (3) years after the termination or expiration of this Agreement, except for trade secrets, as to which they shall apply for the period of time that such information retains its status as trade secrets under applicable law or for three (3) years following termination or expiration, whichever period is longer.

Miscellaneous
Any failure of a party to comply with any obligation, covenant, agreement or condition herein may be expressly waived in writing by the other party, but such waiver or failure to insist upon strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.

Except as provided below, neither party may assign this Agreement in whole or in part without the prior written consent of the other party and any such attempted assignment will be void. Either party may freely assign this Agreement in conjunction with (i) a sale of all or substantially all of its assets, or (ii) a merger or similar transaction; provided that the acquiring or resulting entity agrees in writing to be bound by the terms of this Agreement.

This Agreement shall be governed by, and construed and enforced in accordance with the laws of the State of New Jersey and the United States without giving effect to the conflict-of-laws principles thereof that would require the application of the laws of a different state.

Should any part, term or provision of this Agreement or any document required herein to be executed be declared invalid, void or unenforceable, all remaining parts, terms and provisions shall nonetheless remain in full force and effect and shall in no way be invalidated, impaired or affected thereby. This Agreement may be executed by fax, and/or in any number of counterparts, all of which shall together be considered an original.

Neither party will 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, or stability or availability of the Internet, or portion thereof.

Other than using the Services for conferences or meetings in which Customer is an active participant and as permitted under the terms and conditions of this Agreement or other written agreements between Customer and C2 Connect, Customer may not rent, lease, resell, distribute, make any commercial use of, use on a timeshare or use to operate a web site or otherwise generate income from the Services. Customer may not reverse engineer, modify, decompile, translate, or otherwise attempt to derive source code from C2 Connect or any software provided thereon.

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.

This Agreement constitutes the entire agreement and understanding between the parties with respect to the subject matter hereof, and supersedes all prior or contemporaneous proposals, representations, promises, or agreements, oral or written, between the Parties with respect to such subject matter. All such matters are merged into and superseded by this Agreement. No amendment and modification of this Agreement will be binding unless in writing and signed by a duly representative of both parties.

Your Account
You are responsible for maintaining the confidentiality of your owner number and any personal identification numbers and passwords (“Account”) and for restricting access to your Account. You agree to accept responsibility and liability for all activities that occur under your Account whether lawful or unlawful. You are also solely responsible for all uses of your Account, whether or not actually or expressly authorized by you. We do not sell products or services for children. If you are under 18, you may use our Services only with involvement of a parent or guardian. We reserve the right to refuse service, terminate accounts, remove or edit content, or cancel orders in our sole discretion. Violation of Terms of Use may result in immediate deletion of your Account. In order to ensure that we are able to provide high quality services that are responsive to your needs, you agree to allow our employees to access your Account and records on a case-by-case basis to investigate complaints. We will not disclose the existence or occurrence of such an investigation unless required by law.

Our Corporate Address
C2 Connect
1230 Highway 34
Aberdeen, NJ 07747