Terms and Conditions (T&Cs)
This is the web site of Connex International, Inc.
Our postal address is:
46 Federal Road, Suite F
Danbury, CT 06810
We can be reached via e-mail at firstname.lastname@example.org or you can reach us by telephone at (203) 731-5400
Client’s use of any audio, video and web-based conferencing services and related products and services of Connex (“Connex Services”) and its third party suppliers (“Third Party Services” and collectively with the Connex Services, the “Services”) is conditioned upon Client’s compliance with, and confirms Client’s agreement to be bound by and acceptance of, these T&Cs. If Client does not agree with these T&Cs, Client should not use the Services. These T&Cs may be revised by Connex from time to time and at any time without notice in Connex’ sole discretion. Client is encouraged to print or download these T&Cs and to regularly check this website to obtain timely notice of any changes to these T&Cs. These T&Cs along with any applicable agreement between Connex and Client, and any exhibit, schedule and attachment thereto, may be referred to collectively hereafter from time to time as the “Agreement”.
1. Service Description
a. These T&Cs govern the purchase and use of the Services. Connex may alter, expand, or reduce the features of the Services from time to time and without notice to Client. Client agrees that Connex’ obligation to provide Services is conditioned upon Client providing all information and assistance reasonably required to perform the Services, and Client hereby agrees to timely provide all such information and assistance. Connex reserves the right, in its sole discretion, to modify or discontinue any or all of the Services and any related dial-in numbers or other methods of access at any time for any reason. Without limiting the foregoing, Connex reserves the right, in its sole discretion, to reclaim any dial-in numbers at any time.
b. Client acknowledges that not all Services can be guaranteed from all locations including but not limited to calls originating from or terminating to mobile telephones, pay phones or satellite phones due to various in-country, carrier or other restrictions. Should any orders for said Services exceed Connex’ available capacity at any given time, Connex will allocate its available capacity on a basis Connex deems equitable and without liability on the part of Connex to Client. Client understands and acknowledges that the manner and means by which Connex chooses to provide the Services are in Connex’ sole discretion and control. Service will be available in accordance with generally prevailing industry standards, except in the case of scheduled maintenance of the Connex Services. Connex will use commercially reasonable efforts to provide prior notification via electronic mail (“email”) to Client regarding any scheduled maintenance of Service. Connex may interrupt its provision of Service for unscheduled emergency maintenance without notice to Client.
2. Credit Review and Security Deposit
Connex reserves the right to withhold the provision of Services pending initial and ongoing satisfactory credit review and approval thereof which may be conditioned upon terms specified by Connex, including but not limited to security for payments due hereunder in a form specified by Connex in its sole discretion. The form of security may include, without limitation, the following: cash deposit via wire transfer, guarantee, irrevocable letter of credit from a financial institution, or other forms of security acceptable to Connex in its sole discretion. If Client expects a need for additional Services, it must make appropriate adjustments to the amount of its cash deposit, if so required by Connex. Upon request by Connex at any time, Client agrees to provide financial statements or other indications of creditworthiness required by Connex, it is sole discretion. If the financial circumstances or payment history of Client is or becomes unacceptable to Connex, in its sole discretion, Connex may require new or increased security in an amount and form chosen by Connex in its sole discretion to secure Client’s payments for the remainder of the Term and such new or increased security shall be provided within five (5) days of Connex’ written request. Failure of Client to provide the requested security pursuant this Section 2 shall constitute a breach of the Agreement and Connex may suspend or terminate Services until such time as the required security is received.
a. Subject to Client’s acceptance and compliance with these T&Cs, Connex hereby grants Client a non-exclusive, non-transferable, non-sublicensable revocable license to use the Services. Client may not transfer any rights in the use of the Services. Except as specifically set forth herein, Connex (or its applicable vendors or suppliers, as applicable) retain all right, title and interest, relating to or embodied in the Services, including without limitation all intellectual property rights, technology, telephone numbers, web addresses, software, or systems relating to the Services. Client agrees not to reverse engineer, decompile, disassemble, translate, or attempt to learn the source code of any software related to the Services. Client agrees that use of services provide by a third party, such as Microsoft® Office Live Meeting Professional, Adobe® Acrobat® ConnectTM Pro is subject to the license agreement of such third party. Client shall not remove, alter or obscure in any way any proprietary rights notices, including but not limited to Connex’ or its suppliers’ copyright notices.
b. Other than using the Services for conferences or meetings in which Client or its agents or representatives are active participants, Client may not resell the Services or otherwise generate income from the Services. The Services provided to Client, including any custom application(s) developed by Connex or resulting from collaboration with Client, and all associated intellectual and proprietary rights are the sole property of Connex. Client may not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from or transfer the Services, or any information, software, products or services obtained from or used in connection with the Services.
c. Client is prohibited from abusing the Services of Connex and its third party suppliers. As a condition of access to Services, Client will not utilize the Services for any purpose that is unlawful or prohibited by these T&Cs. The Services may not be used in any manner that could damage, disable, overburden, or impair any Connex conference bridge or server, or the network(s) connected to any Connex conference bridge or server, or interfere with any other party’s use and enjoyment of the Services. Client may not attempt to gain unauthorized access to any Service, other accounts, computer systems or networks connected to any Connex conference bridge or server or to any of the Services, through hacking, password mining or any other means. Client may not obtain or attempt to obtain any materials or information through any means not intentionally made available through the Services. Client is prohibited from transmitting any communications where the intention of the message, or its transmission or distribution, would violate any federal, state, or local law, code, regulation or ordinance. Client is prohibited from transmitting any communication where its distribution would likely be illegal, unsolicited unwanted or offensive to the recipient or for any fraudulent information transmitted using the Services. Client agrees not to use the Services in connection with surveys, contests, pyramid schemes, or unsolicited messages. Connex reserves the right to terminate the provision of any Service if Client uses the Service in violation of any provision of this Section 3.
4. Security of Access and Content
a. Client must complete Connex’ required registration process by providing Connex with current, complete and accurate information as prompted. Client will be assigned an account with access numbers, keys, passcodes and/or passwords. Client is entirely responsible for maintaining the confidentiality of Client’s accounts, owner numbers, conference codes, access numbers, keys, passcodes, personal identification numbers and passwords used in conjunction with the Services and for all uses of the Services in association with Client’s account (whether or not authorized by Client). Client agrees to notify Connex immediately of any unauthorized use of the account or any other breach of security. Client is responsible for any and all activities that may occur under Client’s account, including but not limited to fraudulent calls or information transmitted utilizing the Services. Connex will not be liable for any loss that may be incurred as a result of any person not authorized by Client using Client’s password or account, either with or without the Client’s knowledge. Client shall be liable for, and shall defend, indemnify and hold harmless Connex from and against, any losses incurred by Connex due to someone else accessing the Client’s account or password. Client may not, at any time, use anyone else’s account or password without the permission of the account holder. Connex does not sell products or services to children. Client shall not allow children under the age of 18 to use the Services without the direct supervision of a parent or guardian.
b. Connex shall have no duty to determine the level of security necessary for a conference call. No extra security precautions will be undertaken by Connex unless Client has so requested. Client further acknowledges and agrees that Connex does not control Client’s content nor guarantee the accuracy, integrity, security or quality of Client’s content.
5. Services, Pricing and Billing
a. Connex will invoice Client electronically free of charge or via paper invoice for a fee. Client agrees to make payment for all Services upon receipt of invoice, or such later date if specified on the invoice, to the location and in the manner directed on the invoice. A finance charge will be charged on all past due accounts. The finance charge is a periodic rate of one and a half percent (1.5%) per month which is an annual percentage rate of eighteen percent (18%) or the maximum legally allowable interest rate, whichever is lower. Client must notify Connex of any disputed charges within sixty (60) days from the date of the invoice, otherwise Client will be deemed to agree to such charges and Connex will not be subject to making adjustments to charges or invoices. Connex shall charge Client a fee of $50 for every NSF (non-sufficient funds) check received by Connex.
b. Client acknowledges and agrees that Connex reserves the right, in its sole discretion, to change the applicable pricing or institute new or additional charges and/or fees for access to or use of Services at any time. CLIENT ACKNOWLEDGES AND AGREES THAT STANDARD RATES ARE SUBJECT TO CHANGE AT ANY TIME. NEGOTIATED RATES FOR ANY SERVICE, FEATURE OR FEE (INCLUDING WAIVERS THEREOF) ARE SUBJECT TO CHANGE AT ANY TIME ON THIRTY (30) DAYS PRIOR WRITTEN NOTICE TO CLIENT OR AT ANY TIME AS TO A SPECIFIC SERVICE WITHOUT PRIOR NOTICE TO CLIENT IN THE EVENT SUCH SERVICE REMAINS DORMANT (I.E. IS NOT USED) FOR A PERIOD OF TWELVE (12) MONTHS OR LONGER. IN LIGHT OF THE PRICE CHANGING POLICIES HEREIN, CLIENT THEREFORE AGREES TO CAREFULLY REVIEW EACH INVOICE PRIOR TO MAKING PAYMENT AND TO NOTIFY CONNEX OF ANY RATE DISPUTES WITHIN SIXTY (60) DAYS FROM THE DATE OF THE INVOICE, OTHERWISE CLIENT WILL BE DEEMED TO AGREE TO SUCH RATES AND TO HAVE WAIVED ANY RIGHTS TO DISPUTE THEM IF NOT RAISED WITHIN SIXTY (60) DAYS FROM THE DATE OF THE INVOICE.
c. Credit Cards. Notwithstanding any other provision herein, for any fees and/or charges paid by credit or debit cards, Client agrees if payment is not received by Connex from the card issuer or its agents, Client will pay all amounts due upon demand by Connex. Each time Client utilizes the Services, allows, or causes the Services to be used, Client agrees and reaffirms that Connex is authorized to charge Client’s designated card in connection with the Services, and Client must refer to the credit card agreement, with respect to Client’s rights and liabilities as a cardholder. CLIENT FURTHER AGREES THAT CONNEX MAY SUBMIT ADDITIONAL CHARGES FOR USE OF THE SERVICES EACH MONTH, WITHOUT FURTHER AUTHORIZATION FROM CLIENT, until Client provides prior written notice (in accordance with Connex’s verification procedures, as may be established by Connex from time to time in its sole discretion) that Client terminates this authorization or desires to change its designated card. Such notices will not affect charges submitted before Connex reasonably could act on Client’s notice.
d. Connex shall bill Client for Services rendered at the rates stated in the Service and Pricing Schedule. Following the Service Commencement Date, Customer shall be sent an invoice that shall be due within thirty (30) days from the invoice date, and shall not be reduced or held back in any way, even if disputed in whole or in part. Services will be billed in U.S. dollars, unless expressly stated otherwise by Connex or agreed upon by the parties in writing. A finance charge will be charged on all past due accounts. The finance charge is a periodic rate of one and a half percent (1.5%) per month which is an annual percentage rate of eighteen percent (18%) or the maximum legally allowable interest rate, whichever is lower. International rates and surcharges apply on a per minute basis for all calls originating outside the non-contiguous United States and all international dial-out. Call set-up and disconnect charges also apply to all inbound and outbound legs of all calls. Connex rounds each completed call to the next full minute on a per participant basis and rounds the price of the call to the nearest whole cent. Services that may not be listed in an attached Schedule, including but not limited to enhanced services such as moderator set-up, cancellation, rescheduling and no-show fees for coordinator assisted calls, are subject to Connex’ standard published charges, which are available upon request from Client’s Connex sales representative. Connex is required by the Federal Communications Commission (“FCC”) to contribute to the federal Universal Service Fund (“USF”), which subsidizes telecommunications services in high cost and rural areas and services to low income consumers, schools, libraries and rural health care providers. To recover the cost of its federal USF contributions, Connex assesses federal USF charges equal to the then-applicable quarterly contribution factor (as established by the FCC) multiplied by the portion of Client’s invoice subject to federal USF charges. In addition, Connex assesses a 3.5% monthly regulatory cost recovery fee (“RCR”) on audio conferencing services to recover its costs associated with regulatory requirements and compliance, as well as regulatory, compliance and other costs imposed on Connex by its underlying telecommunications carriers. Connex will not provide advance notice of any change in USF charges or RCR, neither of which are taxes. Connex applies a per minute surcharge to each toll-free minute originating from Alaska, Hawaii or any US Territory, the Caribbean or Canada.
e. In addition to the rates for the Services, Client shall pay all applicable fees, duties, tolls, administrative assessments, surcharges, or taxes now or hereafter attributable to the Services and included on Client’s invoice. Client shall pay, and Connex reserves the right to collect in arrears, all sales, use, excise or other taxes, fees or charges (including without limitation any and all federal or state Universal Service Fund charges) of any nature whatsoever, now or hereafter imposed or assessed on Connex, by any federal, state, county or local government authority upon or with respect to the Services provided. If Client claims exemption from charges, before utilizing services, Client must provide Connex with a current, valid exemption certificate from the applicable regulatory authority. In such cases Client remains responsible for, and agrees to pay, any and all remaining non-exempt charges; tax exemption status validation is solely the responsibility of Client and Connex will not be obligated to consider or honor any retroactive tax exemption. Connex may, in its sole and absolute discretion, request advanced payment, in whole or in part, from Client or change its payment terms at any time.
f. If any outstanding invoice has not been paid in full within thirty (30) days of the date due, Connex may (i) increase the per minute or per use charge for any service by up to ten percent (10%) (rounded up to the next full cent) beginning with Client’s usage on the 31st day in which the invoice was due; and (ii) charges that may have been waived in the past may no longer be waived, both of which may be done without any further notice. The new rates, if applied by Connex, will continue in effect until a written agreement expressly lowering such rate is executed by an authorized representative of each party. This rate increase is in addition to, and not in lieu of, any and all other rate increases allowed pursuant to these T&Cs. In the event an invoice is not timely paid in full for any reason, Connex shall have the right to suspend all or any portion of the Services until such time as all charges and applicable interest amounts and/or late fees have been paid. Such suspension shall not relieve Client of any payment liability. Following payment in full, Connex may, in its sole discretion, predicate reinstatement of Services upon satisfactory assurance of Client’s ability to pay for Services.
g. In the event Client believes there is a billing error in any invoice issued by Connex hereunder, Client shall provide written notice to Connex of the basis for such dispute within sixty (60) days of its receipt of the invoice; otherwise, Client relinquishes and waives the right to any credit or correction of the invoice. Client must send written notice of the dispute to Connex via email to email@example.com, with “Notice of Billing Dispute” in the subject line of the email. Such notice must include Client’s contact information, the specific dollar amount in dispute, detailed supporting reasons for the dispute, and any supporting documentation if available. Amounts charged for Services which are reasonably disputed by Client (along with late fees attributable to such amounts) shall apply, but Client may withhold the disputed amount for a period of thirty (30) calendar days following the due date set forth in the invoice, provided Client: (i) pays all undisputed charges on or before the invoice due date, (ii) presents a written statement of any billing discrepancies to Connex in reasonable detail together with appropriate supporting documentation on or before the invoice due date of the invoice in question, and (iii) negotiates in good faith with Connex for the purpose of resolving such dispute within said thirty (30) calendar day period. In the event such dispute is mutually agreed upon and resolved in favor of Connex, Client agrees to pay Connex the disputed amounts together with any applicable late fees immediately upon resolution. In the event such dispute is mutually agreed upon and resolved in favor of Client, Client will receive a “billing error” credit for the disputed charges and no late fees shall apply. If there is no subsequent invoice upon which to issue the credit, then Connex shall pay Client the amount of the credit within sixty (60) days of the resolution of the dispute. In the event Connex has responded to Client’s dispute in writing and the Parties fail to mutually resolve or settle the dispute within such thirty (30) calendar day period (unless Connex has agreed in writing to extend such period), all disputed amounts together with the late fees shall become due and payable on the thirtieth (30th) day, and this provision shall not be construed to prevent the Parties from pursuing any legal remedies. Any invoice charges not so disputed in this manner shall be deemed accepted by and binding upon Client. Connex reserves the right to deny any and all billing disputes and/or delay credits if Client’s account is in arrears or otherwise not in good standing.
h. Client shall receive an “interruption” credit for an interruption in Service as set forth in this Section 5(h). The credit shall consist of the cost of the applicable call or conference as determined by Connex. Only those Services actually interrupted will receive a credit. Before notifying Connex, Client shall ascertain that the interruption is not within Client’s control (e.g. Client equipment, networking, etc.) and Connex shall not be obligated to provide credit for any interruption that was within Client’s control. Any outage credit(s) shall be issued on the next monthly invoice for the Service. The total of all outage credits applicable to or accruing in a given month shall in no event exceed the amount paid by Client to Connex for the affected Service during the month immediately preceding the month in which the interruption occurred or $1000, whichever is less. Client acknowledges that it is reasonable to limit Client’s recovery to the outage credit described above. Client waives all rights to damages or to other relief in the event of a Service interruption in accordance with Section 11 below. Client acknowledges and agrees that Client may not make a claim for credits more than sixty (60) days after the event giving rise to the credit. Any credit received by the Client shall expire one (1) year after the date of issue. The outage credits described herein shall be the sole and exclusive remedy of Client in the event of any Service interruptions.
i. From time to time, Connex may issue credits or discounts (other than “billing error” or “interruption” credits as set forth in Sections 5(g) and 5(h)) for various reasons at its sole discretion. Unless a different expiration date is expressly stated in writing, any such credit or discount shall expire one (1) year from the date of issue.
a. This Agreement may be terminated by either party upon a material breach of the Agreement by the other party and such breach is not cured within thirty (30) days after written notice or within ten (10) days after written notice if the breach is a failure of Client to pay monies owed by a specific date set forth in an invoice.
b. Notwithstanding the foregoing, Connex may terminate this Agreement and/or suspend the provision of Services immediately for cause if: (i) Client becomes insolvent, bankrupt, subject to receivership or dissolves; (ii) Client commits any act, or omits to take any action, which subjects Connex to any fine, penalty, complaint, inquiry or investigation regarding any other unfair, illegal and/or unethical business practices; or (iii) illegal, fraudulent, improper or abusive use of the Services, as determined in Connex’ sole and absolute discretion; (iv) Connex deems it reasonably necessary to prevent interruption or disruption to Connex’ network, its business, its vendors or other clients; (v) Client uses trademarks or intellectual property of Connex or its vendors without written consent from Connex or its vendors; (vi) any portion of an invoice not reasonably disputed in good faith as herein provided remains unpaid for a period of ten (10) days after the due date; or (vii) for breach, not subject to cure. Connex shall not be liable to Client or any third party should Connex exercise its right to discontinue Services, in whole or in part, or terminate this Agreement pursuant to this Section 6(b).
c. If Client uses Services pursuant to a promotional offer granting free Services and/or a free trial for Services (“Free Services”), Client will receive use of the Free Services solely for a limited period of time and all use of all Free Services shall be subject to these T&Cs and any and all other restrictions, limitations and conditions identified or communicated to Client with the specific Free Services offer. Notwithstanding any other provision in this Agreement, all Free Services are provided solely as an accommodation to Client, and Connex reserves the right, at all times and in its sole discretion, to terminate any Free Services at any time without notice, including without limitation for any abuse of the Free Services.
7. Privacy and Data Use
Each party will comply with all applicable personal data protection and privacy laws (the “Data Protection Laws”). Client acknowledges and agrees that Connex may have access to personal data under the Data Protection Laws and may: (a) use such data to provide the Services and for identification, account administration, analysis and fraud/loss prevention purposes; (b) process it only in accordance with Client’s instructions; and (c) take appropriate technical and organizational measures to prevent unauthorized or unlawful processing, accidental loss, destruction or damage to it. Client further acknowledges and agrees that Client is the data controller and retains full responsibility for the data processed on its behalf by Connex acting as data.
8. Proprietary Information and Non-Disclosure
Each party (the “Receiving Party”) acknowledges that the other party (the “Disclosing Party”) may transmit to the Receiving Party information which is considered proprietary, confidential and/or competitively-sensitive by the Disclosing Party and agrees to take all reasonable and necessary steps to preserve the confidentiality of all information designated by the Disclosing Party, in writing or orally, as such (“Proprietary Information”). Such Proprietary Information may include, but is not limited to, trade secrets, know-how, inventions, techniques, processes, computer programs, schematics, data, Client lists, financial information and sales and marketing plans. Without limiting the foregoing, these T&Cs and the pricing terms referenced herein shall be considered Proprietary Information of Connex. Proprietary Information shall not be used, or allowed to be used, by the Receiving Party for any purpose other than to facilitate the performance of its obligations to the Disclosing Party or disclosed to any third party without the Disclosing Party’s prior written consent, unless such disclosure is compelled by law or order of a court or other governmental authority. Proprietary Information disclosed to the Receiving Party is and shall remain the property of the Disclosing Party. The Receiving Party shall return all Proprietary Information and all copies thereof to the Disclosing Party or destroy all Proprietary Information in its possession, custody or control in whatever form held promptly upon the reasonable written request of the Disclosing Party. The obligations set forth in this Section 8 shall survive termination of the Agreement. Proprietary Information shall not include (i) information which at the time of disclosure was generally available to the public; (ii) information which subsequent to its disclosure is published or otherwise becomes available to the public through any means other than an act or omission of the Receiving Party; (iii) information which was previously known to the Receiving Party free of any obligation to keep it confidential or which is subsequently developed in good faith by the Receiving Party; or (iv) information rightfully acquired in good faith from a third party on a non-confidential basis without breach of an agreement to maintain said information in confidence.
9. Trademarks and Trade Names
Except as required for use of the Services, Client has no right or license to use any of the service marks, trademarks, copyrights, patents or trade names owned by, licensed to or associated with Connex or its third party suppliers (the “Connex Marks”) without the express written consent from Connex. Client shall not take any action which would compromise the registered trademarks or service marks of Connex. Despite prior approval, Client will immediately cease and desist using the Connex Marks upon notice from Connex or upon termination of any applicable agreement between Connex and Client. Any use by Client of the Connex Marks other than as described above will constitute a breach of these T&Cs for which, in addition to any other remedies available at law or in equity, Connex may terminate the provision of Services to Client and terminate any applicable agreement between Connex and Client.
10. Call Recording
Client authorizes Connex to monitor Client’s use of the Services. Client acknowledges and agrees that Connex may record calls for various purposes, including but not limited to quality assurance, customer satisfaction and sales follow-up, and Client further consents to Connex’s use of automatic dialing equipment to contact Client. Use of conference recording features initiated by Client may subject Client to State and/or Federal laws or regulations regarding the notification to participants of the use of these features. Client is solely responsible for and obligated to provide any required notification to participants prior to commencement of such recording. Client acknowledges and agrees that Connex has not provided, and is not expected to provide, Client with any analysis, interpretation or advice regarding Client’s compliance with the above, and Connex shall have no responsibility for any such required notification to conference call participants.
11. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL CONNEX, OR ITS SUPPLIERS OR THEIR AFFILIATES, BE LIABLE FOR ANY INDIRECT, EXEMPLARY, SPECIAL, PUNITIVE, CONSEQUENTIAL OR INCIDENTAL DAMAGES WHATSOEVER OR LOSS OF GOODWILL OR PROFITS, ARISING OUT OF, RESULTING FROM OR RELATING TO THE SERVICES, THESE T&Cs OR ANY AGREEMENT BETWEEN CONNEX AND CLIENT, REGARDLESS OF THE LEGAL THEORY OF RECOVERY, EVEN IF CONNEX HAS BEEN ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR DAMAGES THAT ARE REQUIRED BY LAW TO BE PAID, CLIENT AGREES THAT ALL DAMAGES ARE EXCLUDED EXCEPT FOR OUTAGE CREDITS DESCRIBED IN SECTION 5(g) ABOVE REGARDLESS OF THE FORM OF ACTION OR CLAIM (E.G., CONTRACT, WARRANTY, TORT, STRICT LIABILITY, NEGLIGENCE, FRAUD, OR OTHER LEGAL THEORY).
Client shall defend, indemnify and hold harmless Connex, its officers, directors, employees, agents, affiliates and suppliers from and against any and all alleged or actual losses, costs, claims, liability of any kind, damages (including to any tangible property or bodily injury to or death of any person), or expense of whatever nature (including reasonable attorneys’ fees and expert witness fees) to or by any third party relating to or arising from any breach of this Agreement by Client. Client’s indemnification in this Section 12 includes any alleged or actual losses or claims in connection with unauthorized access to or use of the Service(s) by any third party, regardless if such unauthorized access is unintentional, accidental, intentional or by fraud, and regardless of whether Client had knowledge of such unauthorized access. In all such cases of unauthorized access, Client agrees that it shall be liable for any and all charges for the Service(s) provided by Connex. The obligations contained in this Section 12 shall survive any termination or suspension of the Services contemplated herein, termination of any agreement between Connex and Client and termination of any exhibit, schedule or attachment thereto.
13. No Warranties and Assumption of Risk
ALL SERVICES ARE PROVIDED “AS IS” AND “WITH ALL FAULTS” AND WITHOUT ANY WARRANTY. WITHOUT LIMITNG THE FOREGOING, CONNEX AND ITS SUPPLIERS MAKE NO WARRANTY OR REPRESENTATION REGARDING THE RESULTS THAT MAY BE OBTAINED OR ANTICIPATED FROM THE USE OF THE SERVICES, AND ANY MATERIAL, AND/OR DATA DOWNLOADED, UPLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS AT CLIENT’S OWN DISCRETION AND RISK. CONNEX MAKES NO WARRANTY OR GUARANTEE FOR ANY PRODUCTS OR SERVICES PROVIDED BY ANY THIRD PARTY VENDORS SUGGESTED AND/OR RECOMMENDED TO CLIENT BY CONNEX. CONNEX DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT THE SERVICE WILL MEET CLIENT’S REQUIREMENTS OR THAT CONNEX WILL PREVENT UNAUTHORIZED ACCESS BY THIRD PARTIES. CONNEX EXERCISES NO CONTROL OVER, AND HEREBY DISCLAIMS ANY RESPONSIBILITY FOR, THE ACCURACY AND QUALITY OF ANY INFORMATION OR CONTENT TRANSMITTED WITH THE USE OF THE SERVICE. CLIENT ACKNOWLEDGES AND AGREES THAT CONNEX DOES NOT OWN THE UNDERLYING TELECOMMUNICATIONS FACILITIES OR EQUIPMENT UTILIZED TO PROVIDE THE SERVICES AND IS ONLY RESPONSIBLE FOR THE PERFORMANCE OR NON-PERFORMANCE THEREOF TO THE EXTENT EXPRESSLY SET FORTH HEREIN. CLIENT HEREBY EXPRESSLY ASSUMES THE RISK OF ITS USE OF THE SERVICE AND ANY INFORMATION TRANSMITTED VIA THE SERVICE.
In the event any provision of these T&Cs conflicts with the law under which these T&Cs are to be construed or if any such provision is held invalid, illegal or unenforceable by a court with jurisdiction over the parties to these T&Cs, such provision shall be deemed to be restated to reflect as nearly as possible the original intention of the parties in accordance with the applicable law, and the remainder of these T&Cs shall remain in full force and effect. The illegality or unenforceability of any provision of these T&Cs shall not affect the legality or enforceability of any other provision or portion of these T&Cs.
15. Client Content and Conduct
Client warrants and represents that it is the owner or licensee of any content that it uploads, records or otherwise transmits through the Services, including but not limited to audio, video, slides, graphics, electronic documents or other streaming materials, photographs, caricatures, illustrations, designs, icons, articles, text, audio clips, and video clips (collectively, “Client Content”) in connection with the performance of Services. Client hereby grants Connex and its content distribution vendor(s), a limited, royalty-free, worldwide, non-exclusive, nontransferable license during the delivery of ordered services to transmit and archive this Client Content in connection with the provision of the Services. Connex agrees not to market or distribute Client Content in any form whatsoever without the express prior written consent of Client.
a. Client warrants and represents it will not publish, post, upload, record or otherwise transmit Client Content that: (i) infringes any third party’s copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy; (ii) violates any law, statute, ordinance or regulation (including without limitation the laws and regulations governing export control, unfair competition, anti-discrimination or false advertising); (iii) is defamatory, trade libelous, unlawfully threatening or unlawfully harassing; (iv) is profane, indecent, obscene, harmful to minors or child pornographic; (v) contains any viruses, Trojan horses, worms, time bombs, cancelbots, corrupted files or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information or property of another; or (vi) is materially false, misleading or inaccurate.
b. Client agrees to comply with applicable United States export laws and regulations regarding the transmission of technical data exported from the United States through the Services. Client agrees not to: (1) use the Services in connection with chain letters, junk mail, surveys, contests, pyramid schemes, spamming or any duplicative or unsolicited messages, or any use of distribution lists to any person who has not given specific permission to be included in such a process (commercial or otherwise); (2) harvest or otherwise collect information about others, including e-mail addresses, without their consent; (3) use, download or otherwise copy, or provide (whether or not for a fee) to a person or entity not authorized by Connex, any directory of Clients or any information thereof other than in the context of Client’s access to or utilization of Services; (4) knowingly interfere with or disrupt networks connected to the Services or violate the regulations, policies or procedures of such networks; (5) attempt to gain unauthorized access to the Services, other accounts, computer systems or networks connected to the Services, through password mining or any other means; or (6) use the Services for illegal purposes (including without limitation, gambling or betting).
c. Client shall be completely and solely responsible for all matters relating to the Client Content that is transmitted via Service(s) including, without limitation, all costs, activities, obligations and liabilities associated with the creating, producing, editing, supplying, correcting and maintaining the Client Content. Client may notify Connex to remove audio files, graphic materials and other content from the Service(s) which Connex shall promptly remove. Unless sold as a Service and otherwise expressly noted in subsequent documentation, Connex assumes no responsibility for editing, reviewing, controlling or conducting any other activities associated with publishing any Client Content, nor shall Connex have any liability to any third party in connection with such activities. Client shall have the right to alter, modify or delete the Client Content at any time or, if Connex assistance is needed, upon prior notice to Connex.
d. Client shall be solely responsible for obtaining, and for bearing all costs, obligations and liabilities for, any necessary release or waiver related to the Client Content and materials required by any third party, any act or regulation of any government and any necessary rebroadcast or retransmission rights or permissions.
Connex acknowledges that it has a duty, and Client has a right, under federal and/or state law to protect the confidentiality of Client’s proprietary network information (“CPNI”). Such CPNI includes information about the Services purchased by Client from Connex, Client account activity (for example, telephone numbers) and charges incurred by Client. With Client’s consent, Connex may use this information for marketing purposes to offer Client the full range of products and services available from Connex that may be different from the type of Services Client currently buys from Connex. Connex may also share Client information with its affiliates, agents and partners to offer additional services and products. Connex requires Client’s consent for Connex and its affiliates, agents and partners to use this information to offer additional services and products. Client gives Connex Client’s consent to use and disclose Client CPNI as described above. Client may refuse CPNI consent by notifying Connex in writing of Client’s decision to withhold Client’s consent. Client’s consent or refusal to consent will remain valid until Client otherwise advises Connex in writing. Client’s decision to approve or disapprove use or disclosure of Client CPNI as described in this Section 16 will not affect Connex’ provision of Service to Client.
17. Governing Law, etc.
These T&Cs and any existing Agreement between Connex and Client shall be governed by, construed under, and enforced in accordance with, the laws of the State of Connecticut without reference to its choice of law principles. For any action or suit to enforce any right or remedy of this Agreement (except for actions to enter or collect on judgments), each party consents to exclusive jurisdiction and venue in the state and federal courts for Fairfield County, Connecticut. Client agrees to service of process by mail directed to Client’s billing address. Client waives any and 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 Client’s local courts. Client agrees that any claim or cause of action arising out of or related to this Agreement must be commenced by Client within one (1) year after the cause of action arose. The English language version of these T&Cs controls and any and all claims must be delivered in English.
No agreement between Connex and Client, nor any of Client’s rights or obligations thereunder, may be sold, assigned, encumbered or transferred by operation of law or otherwise, without the prior written approval of Connex, which consent shall not be unreasonably withheld. Connex may freely transfer, assign or otherwise manner encumber any such agreement and its rights and obligations thereunder.
Unless otherwise set forth herein, all notices, demands, consents, requests, approvals or other communication which either Party is required or desires to give or make upon or to the other Party (“Notices”) shall be in writing, in English, and will be effective when sent, if hand delivered or faxed (with confirmation of receipt); on the next business day if sent by a generally recognized overnight delivery service (subject to confirmation from the service); or on the date received if sent by United States certified or registered mail, return receipt requested. Such Notices to Client will be sent to the address first set forth in the Agreement. Notifications to Connex shall be addressed to: Connex Intl Attn: Legal Department, 46 Federal Road, Suite F, Danbury, CT 06810 USA. Either Party may change its address by giving written notice of such changes to the other party in accordance with this Agreement. Client acknowledges that it is Client’s sole responsibility to supply immediate notice to Connex if Client changes any of its contact information. If at any time Client’s name or billing information changes from that which is set forth above, Client shall have five (5) days to inform Connex of such changes in accordance with the Notice provisions set forth in the Agreement. CLIENT AGREES TO BE SOLELY RESPONSIBLE FOR REGULARLY REVIEWING THE CONNEX WEBSITE TO OBTAIN TIMELY NOTICE OF ANY AMENDMENTS TO THESE T&Cs. BY USING THE SERVICES AFTER POSTING OF AMENDED T&CS, CLIENT WILL BE DEEMED TO HAVE ACCEPTED AND BE BOUND BY SUCH AMENDED T&CS. FOR THE AVOIDANCE OF DOUBT, AND NOTWITHSTANDING THE FOREGOING OR ANY OTHER PROVISION HEREIN OR IN ANY EXHIBIT, SCHEDULE OR ATTACHMENT TO THE CONTRARY, NO NOTICE OF ANY KIND, WRITTEN OR OTHERWISE, IS REQUIRED FOR CHANGES TO MONTHLY SERVICE CHARGES OR FEES FOR OTHER CHARGES. No such amendment by Connex shall serve to constitute a default or termination by Connex of this Agreement, nor shall such amendment serve to be a basis for Client’s termination of this Agreement.
20. Force Majeure
Connex will not be responsible for delays and/or defaults in its performance due to causes beyond its reasonable control, including, but without limiting the generality of the foregoing; acts of terrorism, wars, hostilities, revolutions, riots, civil commotion, national emergency, fire or explosion, flood, force of nature, embargoes, accidents, acts of God, or stability or availability of the Internet, the elements; telecommunication system failure; technology attacks, epidemic; quarantine; viruses; strike; lockouts; disputes with workmen or their labor disturbances; total or partial failure of transportation, utilities, delivery facilities, or supplies; acts or request of any governmental authority; or any other cause beyond Connex’ control, whether or not similar to the foregoing.
21. Attorney’s Fees and Costs
In the event Connex seeks to enforce any of these T&Cs or the terms and conditions of any agreement between Connex and Client, or to protect any of its rights or privileges hereunder or thereunder, either informally or through formal legal action, Client shall be liable for all costs incurred by Connex as a result thereof, including but not limited to reasonable attorney’s fees and court costs (if applicable).
Date last revised: 12.05.18