Terms and Conditions

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This Agreement (the "Agreement") governs the purchase and use of audio, video and web conferencing services and related products and services (the "RP1Cloud Services") offered by RP1Cloud ("RP1Cloud"), a division of Pragmatic Conferencing Solutions Corp., and its third-party suppliers ("Third-party Services") (the RP1Cloud Services and Third-Party Services are referred to collectively as the "Services"). Except as otherwise agreed, RP1Cloud may alter, expand, or reduce the features of the Services from time to time without notice to Customer.

This Agreement is between the individual or legal entity using, purchasing or opening an account for Services ("Customer") and RP1Cloud. Please read this Agreement carefully before installing, accessing, or otherwise using the Services.

This Agreement is effective and legally binding on Customer when Customer accepts this Agreement as evidenced by Customer installing, accessing, or otherwise using and/or paying for the Services. For any use of the Services by Customer, Customer agrees to pay all the current rates included by reference in this Agreement. The rates for the Services may be changed by RP1Cloud from time to time without prior notice. Current rates can be obtained by contacting your RP1Cloud sales representative at 1.844.204.0023. If Customer does not agree to these prices, charges, terms and conditions, Customer will not use the Services.

This Agreement may be changed and updated from time to time by RP1Cloud. RP1Cloud will post updated terms of service on its website www.rp1cloud.com. Customer's continued use of the Services thereafter will be deemed acceptance by Customer of such changes. Please keep visiting our web site for the latest terms of service. If Customer has entered into a separate, specific written customer agreement with RP1 (a "Customer Agreement"), to the extent the terms of such customer agreement conflict with the terms of these Terms of Service, the terms of the Customer Agreement shall prevail.

Customer agrees that RP1Cloud's obligation to provide Services is conditional upon Customer’s consent in providing all information and assistance reasonably required to perform the Services and Customer hereby agrees to timely provide all such information and assistance. Please refer to the Pragmatic Privacy Policy for more information on how we manage personal information provided to us by our Customers. RP1Cloud reserves the right to reclaim any dial-in numbers at any time. Customer acknowledges that not all Services can be guaranteed from all locations including, but not limited to via mobile telephones, pay phones or satellite phones due to various in-country, carrier or other restrictions.

Responsibility for Customer's Accounts

Customer is responsible for maintaining the confidentiality of Customer's accounts, owner numbers, conference codes, passwords and personal identification numbers used in conjunction with the Services and for all uses of the Services in association with Customer's accounts whether or not authorized by Customer. RP1Cloud does not sell products or services for children. Customer will not allow children under 16 to use the Services without the involvement of a parent or guardian. Customer agrees to immediately notify RP1Cloud of any unauthorized use of Customer's account of which Customer become aware.

Keep your Password Secure: If you have been issued an account by RP1Cloud in connection with your use of the Services, you are responsible for safeguarding your password and any other credentials used to access that account. If you become aware of any unauthorized access to your account, you should notify RP1Cloud immediately. Accounts may not be shared and may only be used by one individual per account. You, and not RP1Cloud, are responsible for any activity occurring in your account (other than activity that RP1Cloud is directly responsible for which is not performed in accordance with your instructions), whether or not you authorized that activity.

Keep Your Details Accurate: RP1Cloud may occasionally send notices to the email address registered with your account. Please keep your email address and, where applicable, your contact details and payment details associated with your account current and accurate. Accounts are controlled by the entity whose email address is registered with the account.

Delinquent Accounts: RP1Cloud may terminate your account and delete any content contained in it if there due to issues of non-payment on overdue accounts. However, we will never delete an account without several attempts to warn you by email to provide you with an opportunity to respond.

Back Up Your Data: You are responsible for maintaining, protecting, and making backups of your Content. This would include, but not be limited to, audio, video, or web conferencing recordings; reports or invoices. To the extent permitted by applicable law, RP1Cloud will not be liable for any failure to store, or for loss or corruption of, your Content.

Account Management: RP1Cloud may assign you an Account Manager (“AM”). The AM may review your use of the Services and your Content to help you to more effectively use the Services, including by providing reporting and usage insight.

Responsibility for Communications

Customer is the sole owner of content and solely responsible for the content of all communications (visual, written or audible) using Customer's accounts. Customer 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 RP1Cloud's property or interferes with or disrupts RP1Cloud's system or other users. Although RP1Cloud is not responsible for any such communications, RP1Cloud may suspend any such communications of which RP1Cloud is made aware. Use of conference recording or taping any use of the Services by Customer may subject Customer to laws or regulations and Customer is solely responsible for and obligated to provide any required notification to participants prior to commencement of said conference. Customer acknowledges and agrees that RP1Cloud has not and is not expected to provide Customer with any analysis, interpretation or advice regarding Customer's compliance with the above and does not control Customer's content nor guarantee the accuracy, integrity, security or quality of Customer's content.

Privacy and Data Use

The information RP1Cloud holds about Customer will be used to provide the Services and for identification, account administration, analysis and fraud/loss prevention purposes. Each party will comply with all applicable personal data protection and privacy laws where such party is located (the "Data Protection Laws") i.e. the European General Data Protection Regulation 2016/679, “GDPR”). The parties acknowledge and agree that: (i) RP1Cloud may have access to personal data under the Data Protection Laws and will: (a) use or share it in accordance with RP1Cloud privacy policies and applicable data protection laws solely for the purpose of providing the Services; (b) process it only in accordance with Customer's instructions; and (c) take appropriate technical and organizational measures to prevent unauthorized or unlawful processing, accidental loss, destruction or damage to it; (ii) personal data may be processed by RP1Cloud and its affiliates throughout the world; and (iii) Customer is the data controller and retains full responsibility for the data processed on its behalf by RP1Cloud acting as data processor; in some instance Pragmatic may be the data controller in relation to services or applications from its service providers who would be the data processors, thus making the Customer the data subject. More details about how that information is used can be found in RP1Cloud's privacy policy which governs Customer's visit to RP1Cloud's Website and use of the Services. Copies are also available from us by post, by contacting customer service.

Term

The Term of this Agreement or any Order Form shall remain in effect until terminated in accordance with the provisions of this Agreement (the "Term").

Termination of the Agreement

Either Customer or RP1Cloud may terminate this Agreement at any time for convenience upon written notice to the other party; provided that the term of each Customer Agreement or Order Form, if any, shall be governed by such Customer Agreement or Order Form, as the case may be, and the term of this Agreement shall be extend through the whole term of any such Customer Agreement or Order Form. The termination of any Customer Agreement or Order Form shall not otherwise effect the Term of this Agreement or any other Order Form.

Termination For Cause

This Agreement or any Order Form may be terminated by the non-breaching party upon a breach by the other party of a material provision of this Agreement or the relevant Order Form and such breach is not cured within sixty (60) days after written notice or within ten (10) days after written notice if the breach is a payment breach.

Effect of Termination

The termination of any Order Form shall not otherwise effect the Term of this Agreement or any other Order Form. If Customer terminates any Order Form for cause: (a) Customer will pay for all Services rendered up to the date of termination; (b), RP1Cloud will reimburse Customer for any amounts prepaid by Customer for Services not rendered; and (c) Customer shall be relieved of any future payments due under such Order Form. Otherwise, upon any termination of this Agreement or any Order Form, Customer shall pay for: (a) all Services rendered up to the date of termination; and (b) any minimum shortfall or future amounts due under this Agreement and any Order Form including the current renewal thereof, if applicable. All use of Services after termination shall be billed at standard rates.

Use of Services

Subject to the terms and conditions of this Agreement, RP1Cloud hereby grants Customer a non-transferable, non-sub licensable and non-exclusive right and license to use (and to allow its employees and contractors to use) the software made available by RP1Cloud in connection with the Services, in each case solely in connection with use of the Services; Customer shall be responsible for any non-compliance by its employees or contractors. No rights or licenses are granted by RP1Cloud except as expressly set forth herein.

Customer agrees that it will use the Services only in compliance with RP1Cloud's Acceptable Use Policy located at www.rp1cloud.com and all applicable laws and regulations.

Customer agrees that it will not attempt to reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services, modify, translate, or create derivative works based on the Services.

Customer Is responsible for obtaining and maintaining any equipment and ancillary services (including the payment of any additional fees therefore) needed to connect to, access or otherwise use the Services, including, without limitation, video-enabled devices, video communication services, modems, hardware, servers, software, operating systems, networking, web servers, internet and telephone service (collectively, "Equipment"). Customer shall also be responsible for maintaining the security of the Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer's account or the Equipment with or without Customer's knowledge or consent.

Responsibility for Customer's Accounts

Customer is responsible for maintaining the confidentiality of Customer's accounts, owner numbers, conference codes, passwords and personal identification numbers used in conjunction with the Services and for all uses of the Services in association with Customer's accounts whether or not authorized by Customer. RP1Cloud does not sell products or services for children. Customer will not allow children under 18 to use the Services without the involvement of a parent or guardian. Customer agrees to immediately notify RP1Cloud of any unauthorized use of Customer's account of which Customer become aware.

Responsibility for Communications

Customer is the sole owner of content and solely responsible for the content of all communications (visual, written or audible) using Customer's accounts. Customer 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 RP1Cloud's property or interferes with or disrupts RP1Cloud's system or other users. Although RP1Cloud is not responsible for any such communications, RP1Cloud may suspend any such communications of which RP1Cloud is made aware. Use of conference recording or taping any use of the Services by Customer may subject Customer to laws or regulations and Customer is solely responsible for and obligated to provide any required notification to participants prior to commencement of said conference. Customer acknowledges and agrees that RP1Cloud has not and is not expected to provide Customer with any analysis, interpretation or advice regarding Customer's compliance with the above and does not control Customer's content nor guarantee the accuracy, integrity, security or quality of Customer's content.

Privacy and Data Use

The information RP1Cloud holds about Customer will be used to provide the Services and for identification, account administration, analysis and fraud/loss prevention purposes. Each party will comply with all applicable personal data protection and privacy laws where such party is located (the "Data Protection Laws"). The parties acknowledge and agree that: (i) RP1Cloud may have access to personal data under the Data Protection Laws and will: (a) use it solely for the purpose of providing the Services; (b) process it only in accordance with Customer's instructions; and (c) take appropriate technical and organizational measures to prevent unauthorized or unlawful processing, accidental loss, destruction or damage to it; (ii) personal data may be processed by RP1Cloud and its affiliates throughout the world; and (iii) Customer is the data controller and retains full responsibility for the data processed on its behalf by RP1Cloud acting as data processor. More details about how that information is used can be found in RP1Cloud's privacy policy which governs Customer's visit to RP1Cloud's Website and use of the Services. Copies are also available from us by post, by contacting customer service.

Limited Warranty

ALL SERVICES, AND SOFTWARE MADE AVAILABLE IN CONNECTION THEREWITH, ARE PROVIDED "AS IS" AND "WITH ALL FAULTS" AND WITHOUT ANY WARRANTY. CUSTOMER UNDERSTANDS AND AGREES THAT RP1CLOUD'S SERVICES, THE WEBSITE AND RELATED SOFTWARE ARE PROVIDED "AS IS" AND "AS AVAILABLE". RP1CLOUD 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. RP1CLOUD MAKES NO WARRANTY OR REPRESENTATION REGARDING ANY INFORMATION, MATERIALS, GOODS OR SERVICES OBTAINED THROUGH RP1CLOUD'S SERVICES OR WEBSITES, OR THAT THE SERVICES WILL MEET ANY OF CUSTOMER'S REQUIREMENTS, OR BE UNITERRUPTED, TIMELY, SECURE OR ERROR FREE. USE OF THE SERVICES AND WEBSITE ARE AT CUSTOMER'S SOLE RISK. RP1CLOUD 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 RP1CLOUD'S REASONABLE CONTROL.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL RP1CLOUD, OR ITS SUPPLIERS OR THEIR AFFILIATES, BE LIABLE FOR ANY INDIRECT, EXEMPLARY, SPECIAL, PUNITIVE, CONSEQUENTIAL ORINCIDENTAL DAMAGES WHATSOEVER OR LOSS OF GOODWILL, DATA OR PROFITS, OR COST OF COVER ARISING OUT OF, OR RESULTING FROM THE SERVICES, THIS AGREEMENT OR ANY ORDER FORM REGARDLESS OF THE LEGAL THEORY OF RECOVERY, EVEN IF RP1CLOUD HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR DAMAGES THAT ARE REQUIRED BY LAW TO BE PAID, CUSTOMER AGREES THAT ALL DAMAGES ARE EXCLUDED EXCEPT FOR THE DIRECT DAMAGES THAT ARE ACTUALLY INCURRED BY CUSTOMER IN REASONABLE RELIANCE, UP TO THE LESSER OF THE AMOUNT OF A REFUND OF THE PRICE THAT CUSTOMER 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

Customer shall indemnify, defend and hold RP1Cloud, Pragmatic Conferencing Solutions Corp., its suppliers, their affiliates and their officers, directors, employees (the "RP1Cloud 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: (1) Customer's use of the Services (including without limitation, any person accessing the Services using Customer's account); (2) any actual or alleged violation of this Agreement, any Order Form or any applicable law, rule or regulation by Customer or any person accessing the Services using Customer's account; (3) or any actual or alleged infringement or violation by Customer or any person accessing the Services using Customer's account of any intellectual property or privacy or other right of any person or entity.

Confidentiality

RP1Cloud and Customer agree to use commercially reasonable efforts to protect from unauthorized disclosure Confidential Information of the other party. Please refer to the Pragmatic Privacy Policy for more information on how we manage personal information provided to us by our Customers. 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 Confidential Information may be disclosed to employees, affiliates, suppliers or advisors on a need-to-know basis and who agree to be bound by confidentiality terms and conditions at least as stringent as those herein. 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. Nothing shall prevent or prohibit the receiving party from providing access to Confidential Information as may be required by law, rule or regulation. Notwithstanding the foregoing, the parties acknowledge that Recipient shall not be required to return to Discloser or destroy those copies of Information residing on Recipient's backup, disaster recovery or business continuity systems and the obligations hereunder with respect to such Information shall survive until such Information is destroyed.

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. RP1Cloud's 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 RP1Cloud in a non-electronic writing manually signed by a duly authorized representative of RP1Cloud. If there is any law, rule, regulation or policy that causes RP1Cloud to be regulated or that causes the Agreement or Services to be in conflict with such law, rule, regulation or policy, RP1Cloud may terminate or modify the affected Services without liability.

Force Majeure

RP1Cloud 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 RP1Cloud's control, whether or not similar to the foregoing.

Entire Agreement

This Agreement in addition to any Customer Agreement and all RP1Cloud order forms, if any, executed by the parties (each an "Order Form") constitute the entire agreement between RP1Cloud and Customer with respect to the Services and supersedes all prior or contemporaneous communications and proposals, representations, promises, or agreements, whether electronic, oral, or non-electronic, between RP1Cloud and Customer regarding them. Customer agrees that any terms or conditions contained in any document, including but not limited to a purchase order, acknowledgement, email, or other document that Customer may now or later provide to RP1Cloud, will have no effect and that this Agreement is the only contract between RP1Cloud and Customer 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 Customer 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

RP1Cloud may, at any time, amend the provisions of this Agreement. Any amendment proposed by Customer may only be accepted by RP1Cloud in a non-electronic writing manually signed by authorized representatives of the parties. Notwithstanding anything in this Section to the contrary, if RP1Cloud posts amended terms on its Website, such terms will automatically become effective ten (10) days after they are posted on the Website. By using the Services after such revised terms are posted, Customer agrees to be bound by any such amended provisions. Therefore, Customer agrees to periodically visit the Website to examine the then-current Agreement.

Assignment

Customer may not assign, lease, resell or transfer the Services to a third-party without the prior written consent of RP1Cloud. RP1Cloud reserves the right to terminate the Services and the use of the Services, without any liability to Customer whatsoever, in the event that Customers assigns, leases, resells or transfers Services to a third-party. RP1Cloud may assign this Agreement, and transfer personal information held in connection herewith, to an affiliate of RP1Cloud or to a third-party without the prior written consent of Customer.

No Waiver

The terms and provisions of these Terms of Services may only be waived in writing. No failure by RP1Cloud to insist upon Customer's performance of any obligation in these Terms of Services will constitute a waiver of the obligation.

Severability

The invalidity, illegality or unenforceability of any one or more provisions of these Terms of Services will not impair any other provision in these Terms of Services.

Language

Customer confirms that it accepts these Terms of Services, as well as all other related documents, including notices, in English only.