HIPDIAL.COM TERMS AND CONDITIONS

PLEASE READ THE FOLLOWING CAREFULLY BEFORE SUBSCRIBING TO AND/OR USING OR CONTINUING TO USE THE HIPDIAL.COM SERVICES (THE "SERVICES"). YOUR USE OF THE SERVICES (INCLUDING ANY TRIAL USE) IS AT ALL TIMES CONDITIONED UPON YOUR AGREEMENT TO THESE TERMS AND CONDITIONS. HIPDIAL.COM IS NOT WILLING TO ENTER INTO ANY TRANSACTION WITH YOU IF YOU ARE NOT WILLING TO ACCEPT THESE TERMS AND CONDITIONS.

 

YOU ARE REMINDED THAT HIPDIAL.COM HAS THE RIGHT TO CHANGE OR REVISE ITS TERMS AND CONDITIONS, AT ANY TIME, FOR ANY REASON. YOU ARE RESPONSIBLE TO REGULARLY REVIEW THE TERMS AND CONDITIONS ON THIS WEB SITE TO KEEP UP-TO-DATE WITH THE CURRENT TERMS REGARDING YOUR USE OF THE SERVICES. IF YOU DO NOT AGREE TO BE SUBJECT TO THE TERMS AND CONDITIONS, DO NOT USE THE SERVICES.

 

YOUR USE OF THE HIPDIAL.COM SERVICES INDICATES AN ACCEPTANCE OF THESE TERMS AND CONDITIONS.

 

1. Services and Pricing.

 

Customer will pay HipDial.com for the conferencing services (the "Services"), according the HipDial.com’s pricing terms in place at the time Customer signs-up for the Services, and any changes to such pricing terms HipDial.com may make from time-to-time in the future after giving reasonable notice to Customer of any pricing changes.  Charges for use of Services are invoiced at the end of each billing cycle, and payments are due upon receipt of invoice. Past-due balances shall be subject to an interest charge of 0.75% per month computed from the due date of each invoice previously issued, or the maximum rate legally permitted, whichever is less. Customer shall pay any collection costs, including reasonable attorneys' fees, and other expenses incurred by HipDial.com to collect any sums due under this Agreement. Customer must notify HipDial.com of any charge disputed in good faith, with supporting documentation, within 30 days from the date of invoice, or Customer will be deemed to agree to such charges and no adjustments to charges or invoices will be made. Customer remains responsible to pay undisputed charges by the due date. Customer acknowledges and agrees that HipDial.com reserves the right to change the applicable pricing or modify or discontinue any or all of the Services at any time for any reason. Without limiting the foregoing, HipDial.com reserves the right, in its sole discretion, to change or institute new or additional charges and/or fees for access to or use of Services (including for ancillary services) at any time.

 

The provision of Services under this Agreement is subject to credit verification and acceptance by HipDial.com. HipDial.com may, in its sole discretion, request advanced payment, in whole or in part, from Customer or change its payment terms at any time. HipDial.com may cancel or re-schedule orders if HipDial.com determines, in its sole discretion, that Customer's financial condition or previous payment record so warrants such change. Customer will pay, and HipDial.com reserves the right to collect in arrears, all sales, use, excise or other taxes, fees, charges (including without limitation any and all federal or state Universal Service Fund charges) or other charges of any nature, now or hereafter imposed or assessed on HipDial.com, by any foreign, federal, state/provincial, county or local government authority upon or with respect to the Services provided. If Customer claims exemption from charges, Customer must provide HipDial.com with a current, valid exemption certificate from the applicable regulatory authority.

 

Notwithstanding any other provision herein, for any fees and/or charges paid by credit or debit cards, Customer agrees if payment is not received by HipDial.com from the card issuer or its agents, Customer will pay all amounts due upon demand by HipDial.com. Each time Customer uses the Services, or allow or cause the Services to be used, Customer agrees and reaffirms that HipDial.com is authorized to charge your designated card in connection with the Services, and Customer must refer to such agreement (not this Agreement) with respect to Customer's rights and liabilities as a cardholder. CUSTOMER FURTHER AGREES THAT HIPDIAL.COM MAY SUBMIT ADDITIONAL CHARGES FOR USE OF THE SERVICES EACH MONTH, WITHOUT FURTHER AUTHORIZATION FROM CUSTOMER, until you provide prior written notice (in accordance with HipDial.com's verification procedures, as may be established by HipDial.com from time to time in its sole discretion) that Customer terminates this authorization or desires to change its designated card. Such notices will not affect charges submitted before HipDial.com reasonably could act on your notice.

 

2. Term and Termination.

 

This Agreement is effective and its term shall begin upon the date of first use of the Services by Customer and shall continue from month-to-month, unless and until terminated as provided herein.  Either party may terminate this Agreement at anytime for any reason.  Customer may terminate by following the online termination process located at   www.hipdial.com .  HipDial.com may terminate Customer’s Services by sending notification to Customer, including but not limited to, notification via e-mail.

 

3. Proprietary Information and Non-Disclosure.

 

Customer acknowledges that, in the course of using the Services under this Agreement, it may obtain information relating to HipDial’s business and the Services that is of a confidential and proprietary nature ("Proprietary Information"). Aspects of the Services that are not publicly available, and the pricing terms referenced herein shall be considered Proprietary Information of HipDial.com. Each party shall at all times, during the term of this Agreement and thereafter, keep in trust and confidence all Proprietary Information and shall not use such Proprietary Information other than in the course of their duties under this Agreement, nor shall either party disclose any of such Proprietary Information to any person without the other party's prior written consent. Each party acknowledges that any such Proprietary Information received by the other party shall be received as a fiduciary of the other party. Each party further agrees to immediately return to the other party or destroy all Proprietary Information in its possession, custody or control in whatever form held (including all copies of all written documents relating to that) upon termination of this Agreement or at any time, or from time to time, upon the request of the other party.

 

4. Trademarks and Trade Names.

 

Except as required for use of the Services, Customer has no right or license to use any of the trademarks or trade names owned by, licensed to or associated with HipDial.com and its suppliers (the "HipDial.com Marks") during the term of this Agreement without express written consent from HipDial.com. Despite prior approval, Customer will immediately cease and desist using the HipDial.com Marks upon notice from HipDial.com or upon termination of this Agreement for any reason. Any use by Customer of the HipDial.com Marks other than as described above will constitute a breach of this Agreement for which, in addition to any other remedies available at law or in equity, HipDial.com may terminate this Agreement.

 

5. Intellectual Property.

 

The Services provided under this Agreement (including any custom application(s) developed for Customer and results from a collaboration) and all associated intellectual and proprietary rights are the sole property of HipDial.com and/or its suppliers.

 

6. Customer Compliance and Indemnification.

 

Customer acknowledges that HipDial.com has no control over the content of information transmitted by Customer through the Services (whether visual, written or audible) and that HipDial.com does not examine the use to which Customer puts the Services or the nature of the information Customer or Customer's users send or receive. Customer shall comply with all applicable foreign, federal, state/provincial and local laws relating to its use of the Services under this Agreement (including without limitation, export and control laws and regulations). Customer agrees not to transmit content through use of the Services that infringes any third party's intellectual property rights or that is unlawful, threatening, abusive, harassing, libelous, deceptive, fraudulent, invasive of another's privacy, vulgar, obscene or otherwise contains objectionable material of any kind or nature. Customer is responsible: (i) for any and all activities that may occur under your account and (ii) to maintain the confidentiality and security of its Services' access numbers, keys and passcodes. Customer agrees to notify HipDial.com immediately if there has been an unauthorized use of any access numbers, keys and passcodes or any other breach of security and Customer shall be liable for fraudulent charges until such time as Customer has notified HipDial.com to suspend any compromised access numbers, keys and/or passcodes. Customer acknowledges that HipDial.com may from time to time monitor bridge activity relating to the Services for quality assurance and fraud detection. Further, and notwithstanding confidentiality provisions herein, HipDial.com may disclose information about Customer's use of Services to satisfy any law, regulation, government agency request, court order, subpoena or other legal process.

Customer shall indemnify, defend and hold HipDial.com, its officers, directors, employees, affiliates and its suppliers harmless from any claims, losses, damages, penalties or costs (including without limitation reasonable attorneys' or expert witness fees) arising out of Customer's (or any person or entity accessing the Services through Customer or Customer's account): (i) use of the Services; (ii) violation or alleged violation of any applicable laws or regulations with respect to the Services; or (iii) infringement of any intellectual property rights of any third party. The obligations contained in this paragraph shall survive any termination or suspension of the Services contemplated herein, the expiration or termination of this Agreement, and shall also survive final payment.

 

7. Warranty and Limitation of Liability.

 

ALL SERVICES PROVIDED UNDER THIS AGREEMENT ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, AND HIPDIAL.COM SHALL NOT HAVE ANY LIABILITY TO ANY PARTY, INCLUDING BUT NOT LIMITED TO CUSTOMER, FOR THE CONTENT OF INFORMATION TRANSMITTED BY CUSTOMER THROUGH THE SERVICES OR ANY LOSS, DELAY, INTERRUPTION OR INACCURACY OF SUCH COMMUNICATIONS. HIPDIAL.COM DISCLAIMS ANY AND ALL REPRESENTATIONS, WARRANTIES OR COVENANTS, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT REGARDING THE SERVICES. WITHOUT LIMITING THE FOREGOING, HIPDIAL.COM MAKES NO WARRANTY OR REPRESENTATION REGARDING THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES, AND ANY MATERIAL OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS AT YOUR OWN DISCRETION AND RISK. HIPDIAL.COM, NOR ITS SUPPLIERS, SHALL IN ANY EVENT BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING BUT NOT LIMITED TO LOSS OF PROFIT OR OTHER MONETARY LOSS; LOSS OR INTERRUPTION OF DATA, COMPUTER TIME OR VOICE TRANSMISSIONS; ALTERATION OR ERRONEOUS TRANSMISSION OF DATA; ACCURACY OF DATA; UNAUTHORIZED ACCESS TO OR USE OF VOICE OR DATA PROCESSED OR TRANSMITTED BY, TO OR THROUGH THE SERVICE; OR PROGRAM ERRORS) EVEN IF HIPDIAL.COM IS ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES. HIPDIAL.COM SHALL NOT BE LIABLE FOR ANY FAILURE TO PERFORM, OR DELAY IN PERFORMANCE OF, ITS OBLIGATIONS UNDER THIS AGREEMENT CAUSED BY REASONS BEYOND HIPDIAL.COM' CONTROL. IN NO EVENT SHALL HIPDIAL.COM' TOTAL LIABILITY TO CUSTOMER ARISING UNDER THIS AGREEMENT, WHETHER SUCH THEORY OF LIABILITY IS BASED IN CONTRACT, TORT OR OTHERWISE, EXCEED AN AMOUNT EQUAL TO THE CHARGES BY HIPDIAL.COM TO CUSTOMER FOR THE PARTICULAR SERVICE PERFORMED BY HIPDIAL.COM DURING THE ONE YEAR PERIOD IMMEDIATELY PRIOR TO THE DATE OF EVENT, ACT OR OMISSION GIVING RISE TO THE LIABILITY.

 

8. Captions and Section Headings.

 

Captions and section headings are for convenience only, are not a part of this Agreement and may not be used in construing it.

 

9. Severability.

 

Should any provision of this Agreement be held by a court of competent jurisdiction to be illegal, invalid or unenforceable, the remaining terms of this Agreement shall not be affected or impaired thereby, and the illegal, 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 risk.

 

10. Waivers.

 

Any failure by any of the parties to comply with any of the obligations, agreements or conditions set forth in this Agreement may be waived by the other party, but any such waiver must be in writing signed by the waiving party and will not be deemed a waiver of any subsequent failures or of any other obligations, agreements or conditions contained herein.

 

11. No Agency.

 

The parties' relationship to each other shall be that of independent contractors. Neither party shall or shall be deemed to be an agent, employee, partner of, or joint venturer with the other party.

 

12. No Third Party Beneficiaries.

 

Each party enters into this Agreement solely for its own benefit and purpose. Except for HipDial.com's suppliers as expressly provided herein, this Agreement in no way confers any rights upon, or imposes obligations on either of the parties toward, any third party, including but not limited to any recipient of content transmitted through the Services.

 

13. Successors and Assigns; Assignment.

 

This Agreement shall be binding upon and inure to the benefit of the parties' successors, legal representatives and authorized assigns. HipDial.com may assign its rights and obligations under this Agreement to an entity that either now or in the future controls, is controlled by or is under common control with HipDial.com or as a consequence of merger, acquisition, change of control or asset sale. Customer may not assign its rights and obligations under this Agreement without the written consent of HipDial.com, which shall not be unreasonably withheld.

 

14. Notices.

 

Customer notices will be addressed to the address first set forth on this Agreement. Notifications to HipDial.com shall be addressed to:

 

HipDial.com c/o

2995 Woodside Rd, Suite 400

Woodside, CA 94062

 

15. Survival of Terms.

 

Sections 3, 6, 7 and 18 shall survive cancellation, termination, expiration or suspension of this Agreement.

 

16. Applicable Law.

 

If you utilize the Services from anywhere in the United States, you agree that the laws of the State where you primarily utilize the Services (the “Applicable Law”), without regard to principles of conflict of laws, will govern this Agreement and any dispute of any sort that might arise between you and the Company.

 

17. Entire Agreement.

 

This Agreement constitutes the terms and conditions between HipDial.com and Customer with respect to the subject matter hereof, and supersedes any previous proposals, negotiations, agreements or arrangements, whether verbal or written made between the parties with respect to such subject matter. There are no other verbal agreements, representations, warranties, undertakings or other agreements between the parties. HipDial.com may amend at any time the provisions of this Agreement by, at HipDial.com's election: (i) posting revised terms and conditions ("Amended Terms") on www.HipDial.com (the "HipDial.com Web Site") or (ii) delivering the Amended Terms to Customer at the address, fax or e-mail address provided herein (such delivery may be included in invoices for the Services delivered to Customer). All Amended Terms shall automatically be effective 30 days after such amendment is posted on the HipDial.com Web Site or delivery to Customer as provided above.

 

CUSTOMER AGREES TO BE RESPONSIBLE FOR REGULARLY REVIEWING THE HIPDIAL.COM WEB SITE TO OBTAIN TIMELY NOTICE OF ANY SUCH AMENDED TERMS AND HIPDIAL.COM'S THEN-CURRENT TERMS AND CONDITIONS. BY USING THE SERVICES AFTER POSTING OR DELIVERY OF AMENDED TERMS, CUSTOMER WILL BE DEEMED TO HAVE ACCEPTED AND BE BOUND BY SUCH AMENDED TERMS.

 

No such amendment by HipDial.com shall serve to constitute a default or termination by HipDial.com of this Agreement, nor shall such amendment serve to be a basis for Customer's termination of this Agreement. Except as otherwise provided in this Agreement, this Agreement may only be amended or modified, in whole or in part, by a written instrument signed by the parties to this Agreement.

 

18. User Content.

 

Customer 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 photographs, caricatures, illustrations, designs, icons, articles, text, audio clips, and video clips (collectively, "Customer Content"). Customer warrants and represents it will not publish, post, upload, record or otherwise transmit Customer 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.

 

Customer 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. Customer 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 that is not a user of the Services any directory of other users or usage information or any portion thereof other than in the context of Customer's use of the 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).

HipDial.com or its suppliers may, at their discretion and upon reasonable belief, take any reasonable action they deem necessary, if Customer's conduct fails to conform with these Terms of Service or may create liability for HipDial.com.

 

19.  Dispute Resolution.

 

If you utilize HipDial.com’s Services from within the United States, any dispute relating in any way to our Services or to this Agreement shall be submitted to confidential arbitration in San Francisco, CA, USA. Arbitration shall be conducted under the rules then prevailing of the American Arbitration Association. The arbitrator's award shall be binding and may be entered as a judgment in any court of competent jurisdiction. To the fullest extent permitted by applicable law, no arbitration shall be joined to an arbitration involving any other party subject to these Terms and Conditions, whether through class arbitration proceedings or otherwise.

 

Those claims that are deemed not arbitratable under Applicable Law, shall be brought in the Federal and State courts located in San Francisco County.  You agree that the prosecution of claims deemed not arbitratable shall be stayed until complete and final resolution of any arbitration proceeding.