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EFFECTIVE: March 27, 2020
IMPORTANT, READ CAREFULLY : YOUR USE OF AND ACCESS TO THE WEBSITE AND PRODUCTS AND SERVICES AND ASSOCIATED SOFTWARE (COLLECTIVELY, THE "SERVICES") OF SYSTEC TECHNOLOGY INC ("Umeet") IS CONDITIONED UPON YOUR COMPLIANCE WITH AND ACCEPTANCE OF THESE TERMS, WHICH INCLUDE YOUR AGREEMENT TO ARBITRATE CLAIMS. PLEASE REVIEW THOROUGHLY BEFORE ACCEPTING.
BY CLICKING/CHECKING THE "I AGREE" BUTTON/BOX, ACCESSING THE Umeet WEBSITE OR BY UTILIZING THE Umeet SERVICES YOU AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS AND ALL EXHIBITS, ORDER FORMS, AND INCORPORATED POLICIES (THE “AGREEMENT”). THE Umeet SERVICES ARE NOT AVAILABLE TO PERSONS WHO ARE NOT LEGALLY ELIGIBLE TO BE BOUND BY THESE TERMS OF SERVICE.
Umeet will provide the Services, and you may access and use the Services, in accordance with this Agreement. If You order Services through an on-line registration page or an order form (each an "Order Form"), the Order Form may contain additional terms and conditions and information regarding the Services you are ordering. Unless otherwise expressly set forth in any such additional terms and conditions applicable to the specific Service which You choose to use, those additional terms are hereby incorporated into this Agreement in relation to Your use of that Service.
System Requirements . Use of the Services requires one or more compatible devices, Internet access (fees may apply), and certain software (fees may apply), and may require obtaining updates or upgrades from time to time. Because use of the Services involves hardware, software, and Internet access, Your ability to access and use the Services may be affected by the performance of these factors. High speed Internet access is recommended. You acknowledge and agree that such system requirements, which may be changed from time to time, are Your responsibility.
1. DEFINITIONS. The following definitions will apply in this Agreement, and any reference to the singular includes a reference to the plural and vice versa. Service specific definitions are found in Exhibit A.
“Affiliate” means, with respect to a Party, any entity that directly or indirectly controls, is controlled by or is under common control with that Party. For purposes of this Agreement, “control” means an economic or voting interest of at least fifty percent (50%) or, in the absence of such economic or voting interest, the power to direct or cause the direction of the management and set the policies of such entity.
“End User” means a Host or Participant (as defined in Exhibit A) who uses the Services.
"Initial Subscription Term" means the initial subscription term for a Service as specified in an Order Form.
"Service Effective Date" means the date an Initial Subscription Term begins as specified in an Order Form.
"Renewal Term" means the renewal subscription term for a Service commencing after the Initial Subscription Term or another Renewal Term as specified in an Order Form.
2. SERVICES. Umeet will provide the Services as described on the Order Form, and standard updates to the Services that are made generally available by Umeet during the term. Umeet may, in its sole discretion, discontinue the Services or modify the features of the Services from time to time without prior notice.
3. USE OF SERVICES AND YOUR RESPONSIBILITIES. You may only use the Services pursuant to the terms of this Agreement. You are solely responsible for Your and Your End Users’ use of the Services and shall abide by, and ensure compliance with, all Laws in connection with Your and each End User’s use of the Services, including but not limited to Laws related to recording, intellectual property, privacy and export control. Use of the Services is void where prohibited.
a. Registration Information. You may be required to provide information about Yourself in order to register for and/or use certain Services. You agree that any such information shall be accurate. You may also be asked to choose a user name and password. You are entirely responsible for maintaining the security of Your user name and password and agree not to disclose such to any third party.
b. Your Content. You agree that You are solely responsible for the content ("Content") sent or transmitted by You or displayed or uploaded by You in using the Services and for compliance with all Laws pertaining to the Content, including, but not limited to, Laws requiring You to obtain the consent of a third party to use the Content and to provide appropriate notices of third party rights. You represent and warrant that You have the right to upload the Content to Umeet and that such use does not violate or infringe on any rights of any third party. Under no circumstances will Umeet be liable in any way for any (a) Content that is transmitted or viewed while using the Services, (b) errors or omissions in the Content, or (c) any loss or damage of any kind incurred as a result of the use of, access to, or denial of access to Content. Although Umeet is not responsible for any Content, Umeet may delete any Content, at any time without notice to You, if Umeet becomes aware that it violates any provision of this Agreement, or any law. You retain copyright and any other rights You already hold in Content which You submit, post or display on or through, the Services.
c. Recordings. You are responsible for compliance will all recording laws. The host can choose to record Umeet meetings and Webinars. By using the Services, you are giving Umeet consent to store recordings for any or all Umeet meetings or webinars that you join, if such recordings are stored in our systems. You will receive a notification (visual or otherwise) when recording is enabled. If you do not consent to being recorded, you can choose to leave the meeting or webinar
d. Prohibited Use.You agree that You will not use, and will not permit any End User to use, the Services to: (i) modify, disassemble, decompile, prepare derivative works of, reverse engineer or otherwise attempt to gain access to the source code of the Services; (ii) knowingly or negligently use the Services in a way that abuses, interferes with, or disrupts Umeet’s networks, Your accounts, or the Services; (iii) engage in activity that is illegal, fraudulent, false, or misleading, (iv) transmit through the Services any material that may infringe the intellectual property or other rights of third parties; (v) build or benchmark a competitive product or service, or copy any features, functions or graphics of the Services; or (vi) use the Services to communicate any message or material that is harassing, libelous, threatening, obscene, indecent, would violate the intellectual property rights of any party or is otherwise unlawful, that would give rise to civil liability, or that constitutes or encourages conduct that could constitute a criminal offense, under any applicable law or regulation; (vii) upload or transmit any software, Content or code that does or is intended to harm, disable, destroy or adversely affect performance of the Services in any way or which does or is intended to harm or extract information or data from other hardware, software or networks of Umeet or other users of Services; (viii) engage in any activity or use the Services in any manner that could damage, disable, overburden, impair or otherwise interfere with or disrupt the Services, or any servers or networks connected to the Services or Umeet's security systems. (ix) use the Services in violation of any Umeet policy or in a manner that violates applicable law, including but not limited to anti-spam, export control, privacy, and anti-terrorism laws and regulations and laws requiring the consent of subjects of audio and video recordings, and You agree that You are solely responsible for compliance with all such laws and regulations.
e. Limitations on Use.You may not reproduce, resell, or distribute the Services or any reports or data generated by the Services for any purpose unless You have been specifically permitted to do so under a separate agreement with Umeet. You may not offer or enable any third parties to use the Services purchased by You, display on any website or otherwise publish the Services or any Content obtained from a Service (other than Content created by You) or otherwise generate income from the Services or use the Services for the development, production or marketing of a service or product substantially similar to the Services.
4. RESPONSIBILITY FOR END USERS. You are responsible for the activities of all End Users who access or use the Services through your account and you agree to ensure that any such End User will comply with the terms of this Agreement and any Umeet policies. Umeet assumes no responsibility or liability for violations. If You become aware of any violation of this Agreement in connection with use of the Services by any person, please contact Umeet at Umeet_support@systec.com.cn. Umeet may investigate any complaints and violations that come to its attention and may take any (or no) action that it believes is appropriate, including, but not limited to issuing warnings, removing the content or terminating accounts and/or User profiles. Under no circumstances will Umeet be liable in any way for any data or other content viewed while using the Services, including, but not limited to, any errors or omissions in any such data or content, or any loss or damage of any kind incurred as a result of the use of, access to, or denial of access to any data or content.
6. ELIGIBILITY.You affirm that You are of legal age and are otherwise fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in this Agreement, and to abide by and comply with this Agreement. Although we cannot absolutely control whether minors gain unauthorized access to the Services, access may be terminated without warning if we believe that You are underage or otherwise ineligible.
7. Professional Use. You may subscribe to and use the Services for business purposes, and You agree, if You are an individual, that the Services are being purchased in a business or professional capacity.
8. CHARGES AND CANCELLATION.You agree that Umeet may charge to Your credit card or other payment mechanism selected by You and approved by Umeet ("Your Account") all amounts due and owing for the Services, including taxes and service fees, set up fees, subscription fees, or any other fee or charge associated with Your Account. Umeet may change prices at any time, including changing from a free service to a paid service and charging for Services that were previously offered free of charge; provided, however, that Umeet will provide you with prior notice and an opportunity to terminate Your Account if Umeet changes the price of a Service to which you are subscribed and will not charge you for a previously free Service unless you have been notified of the applicable fees and agreed to pay such fees. You agree that in the event Umeet is unable to collect the fees owed to Umeet for the Services through Your Account, Umeet may take any other steps it deems necessary to collect such fees from You and that You will be responsible for all costs and expenses incurred by Umeet in connection with such collection activity, including collection fees, court costs and attorneys' fees. You further agree that Umeet may collect interest at the lesser of 1.5% per month or the highest amount permitted by law on any amounts not paid when due. You may cancel your subscription at any time. If you cancel, you will not be billed for any additional terms of service, and service will continue until the end of the current Subscription Term. If you cancel, you will not receive a refund for any service already paid for.
9. TERMINATION.The Umeet website contains information on how to terminate Your Account. If you have purchased a Service for a specific term, such termination will be effective on the last day of the then-current term. Your Order Form may provide that a Renewal Term will begin automatically unless either party provides notice of termination at least thirty (30) days prior to the commencement of the next Renewal Term. If You fail to comply with any provision of this Agreement, Umeet may terminate this Agreement immediately and retain any fees previously paid by You. Sections 1 and 3 through 20, inclusive, shall survive any termination of this Agreement. Upon any termination of this Agreement, You must cease any further use of the Services. If at any time You are not happy with the Services, Your sole remedy is to cease using the Services and follow this termination process.
10. PROPRIETARY RIGHTS. Umeet and/or its suppliers, as applicable, retain ownership of all proprietary rights in the Services and in all trade names, trademarks, service marks, logos, and domain names ("Umeet Marks") associated or displayed with the Services. You may not frame or utilize framing techniques to enclose any Umeet Marks, or other proprietary information (including images, text, page layout, or form) of Umeet without express written consent. You may not use any meta tags or any other "hidden text" utilizing Umeet Marks without Umeet's express written consent.
11. COPYRIGHT.You may not post, modify, distribute, or reproduce in any way copyrighted material, trademarks, rights of publicity or other proprietary rights without obtaining the prior written consent of the owner of such proprietary rights. Umeet may deny access to the Services to any User who is alleged to infringe another party's copyright. Without limiting the foregoing, if You believe that Your copyright has been infringed, please notify Umeet.
12. NO HIGH RISK USE. The Services are not designed or licensed for use in hazardous environments requiring fail-safe controls, including without limitation operation of nuclear facilities, aircraft navigation/communication systems, air traffic control, and life support or weapons systems. The Services shall not be used for or in any HIGH RISK environment.
13. NO WARRANTIES.YOU UNDERSTAND AND AGREE THAT THE SERVICES ARE PROVIDED "AS IS" AND UMEET, SUPPLIERS AND RESELLERS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. UMEET, SUPPLIERS AND RESELLERS MAKE NO WARRANTY OR REPRESENTATION REGARDING THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES, REGARDING THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE SERVICES OR THAT THE SERVICES WILL MEET ANY USER'S REQUIREMENTS, OR BE UNINTERRUPTED, TIMELY, SECURE OR ERROR FREE. USE OF THE SERVICES IS AT YOUR SOLE RISK. ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS AT YOUR OWN DISCRETION AND RISK. YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOU RESULTING FROM THE USE OF THE SERVICES. THE ENTIRE RISK ARISING OUT OF USE OR PERFORMANCE OF THE SERVICES REMAINS WITH YOU. UMEET DOES NOT ASSUME ANY RESPONSIBILITY FOR RETENTION OF ANY USER INFORMATION OR COMMUNICATIONS BETWEEN USERS. UMEET CANNOT GUARANTEE AND DOES NOT PROMISE ANY SPECIFIC RESULTS FROM USE OF THE SERVICES. USE IS AT YOUR OWN RISK.
14. INDEMNIFICATION. You agree to indemnify, defend and hold harmless Umeet, officers, directors, employees, consultants, agents, suppliers and Resellers from any and all third party claims, liability, damages and/or costs (including, but not limited to, attorneys' fees) arising from Your use of the Services, Your violation of this Agreement or the infringement or violation by You or any other user of Your account, of any intellectual property or other right of any person or entity or applicable law.
15. LIMITATION OF LIABILITY.TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL UMEET OR SUPPLIERS OR RESELLERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS OR DAMAGE) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SERVICES OR THE PROVISION OF OR FAILURE TO PROVIDE TECHNICAL OR OTHER SUPPORT SERVICES, WHETHER ARISING IN TORT (INCLUDING NEGLIGENCE) CONTRACT OR ANY OTHER LEGAL THEORY, EVEN IF UMEET, SUPPLIERS OR RESELLERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY CASE, UMEET'S,SUPPLIERS' AND RESELLERS' MAXIMUM CUMULATIVE LIABILITY AND YOUR EXCLUSIVE REMEDY FOR ANY CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY YOU FOR THE SERVICES (IF ANY) IN THE TWELVE (12) MONTHS PRECEDING THE EVENT OR CIRCUMSTANCES GIVING RISE TO SUCH CLAIMS.
17.1 Choice of Law and Forum.
This agreement was signed in Tianhe District, Guangzhou City, Guangdong Province, People's Republic of China Jurisdiction according to law.
17.2 Waiver and Severability. Failure by either Party to exercise any of its rights under, or to enforce any provision of, this Agreement will not be deemed a waiver or forfeiture of such rights or ability to enforce such provision. If any provision of this Agreement is held by a court of competent jurisdiction to be illegal, invalid or unenforceable, that provision will be amended to achieve as nearly as possible the same economic effect of the original provision and the remainder of this Agreement will remain in full force and effect.
17.3 General Provisions. This Agreement embodies the entire understanding and agreement between the Parties respecting the subject matter of this Agreement and supersedes any and all prior understandings and agreements between the Parties respecting such subject matter, except that if You or Your company have executed a separate written agreement or you have signed an order form referencing a separate agreement governing your use of the Services, then such agreement shall control to the extent that any provision of this Agreement conflicts with the terms of such agreement. Umeet may elect to change or supplement the terms of this Agreement from time to time at its sole discretion. Umeet will exercise commercially reasonable business efforts to provide notice to You of any material changes to this Agreement. Within ten (10) business days of posting changes to this Agreement (or ten (10) business days from the date of notice, if such is provided), they will be binding on You. If You do not agree with the changes, You should discontinue using the Services. If You continue using the Services after such ten-business-day period, You will be deemed to have accepted the changes to the terms of this Agreement. In order to participate in certain Services, You may be notified that You are required to download software and/or agree to additional terms and conditions. Unless expressly set forth in such additional terms and conditions, those additional terms are hereby incorporated into this Agreement. This Agreement has been prepared in the English Language and such version shall be controlling in all respects and any non-English version of this Agreement is solely for accommodation purposes.
Master Subscription Agreement: Exhibit A
This Exhibit A to the Master Subscription Agreement (“MSA”) describes the Services that may be ordered on an Order Form, or provided by Umeet, and sets forth further Service-specific terms and conditions that may apply to Umeet’s provision and Customer’s use of the Services. Capitalized terms not defined herein shall have the meanings assigned to them in the MSA.
A. Definitions. For purposes of this Service Description, the following definitions will apply:
“Host” means an individual who is an identified employee, contractor, or agent of Customer to whom Customer assigns the right to host Meetings. A Host may hold an unlimited number of Meetings, but only one Meeting at a time. A Host subscription may not be shared or used by anyone other than the individual assigned to be a Host.
“Meeting” means a Umeet Video meeting.
“Participant” means an individual, other than the Host, who accesses or uses the Services, with or without the permission and knowledge of the Host.
“Umeet Documentation” means this Exhibit, the Umeet website (www.umeet.com.cn) and any additional description of the Services which may be incorporated into this Agreement.
“Umeet Meeting Services” means the various video conferencing, web conferencing, webinar, meeting room, screensharing and other collaborative services offered by Umeet Video that Customer may order on an Order Form.
“Umeet Phone Services” means voice connectivity services, including, but not limited to, interconnected VoIP services, provisioning of direct dial numbers, and related services offered by SYSTEC TECHNOLOGY INC. (“Umeet Voice”) that Customer may order on an Order Form.
B. Umeet Meeting Services. Umeet Meeting Services enable Hosts to schedule and start Meetings and to allow Participants to join Meetings for the purpose of collaborating using voice, video, and screensharing functionality. Every meeting will have one Host. Chat features allow for out-of-session one-on-one or group collaboration. Further features, functionality, and solutions are described at www.umeet.com.cn.
C. Umeet Phone Services. The following sets forth the further terms and conditions that apply to the Umeet Phone Services.
1. Definitions: For purposes of the Umeet Phone Services, the following definitions apply:
“Device” means the device assigned to a virtual extension or individual digital line set up within an account or by Umeet at Customer’s direction or request.
“Phone Host” means the individual assigned to a number which enables use of the Umeet Voice Service. A Phone Host is a “Host” for purposes of the definition of End User.
“Umeet Phone Calling Plan” means the pricing structure that enables Phone Hosts and End Users to access the PSTN. Calling plans may be “Metered” or “Unlimited” as defined on the Order Form.
“Umeet Phone Commitment” means the minimum monthly bundle of minutes that a Umeet Phone Metered Calling Plan Customer commits to use in connection with Umeet Phone Services.
2. Telecommunications Provider. Umeet Voice is the telecommunications provider of Umeet Phone Services and sets the terms, conditions and rates for Umeet Phone Services.
3. Description of Services. Umeet Phone Services are cloud-based phone services that use voice over internet protocol (VoIP) to provide Customer with the following services and functionalities (as selected by Customer on an Order Form):
a. Public Switched Telephone Network Communications (PSTN) Access. Phone Hosts and End Users can be enabled to make and receive calls to the PSTN and be assigned a direct inward dialing phone number (DID) via a Umeet Phone Calling Plan.
b. Additional Umeet Phone Services. Additional functionality such as enabling common area phones, and additional Toll Free and DID phone numbers may be purchased as described on the Order Form.
4. Billing and Invoicing. Umeet will bill Customer on behalf of Umeet Voice based on the Charges set forth on the Order Form. Charges based on usage, or overage amounts that exceed the Umeet Phone Commitment, will be billed in arrears, the month following the month a Charge is incurred. No adjustment will be made, or credit or refund given, for usage that is less than the Umeet Phone Commitment.
a. On Net Access. On Net capability will be provisioned by default for all Umeet Meeting Services. Phone Hosts may access and use On Net services at no charge for so long as the underlying license to the Umeet Meeting Service remains active.
b. Taxes. Customer acknowledges and agrees that Umeet Phone Services are subject to certain Taxes and Fees (including, but not limited to, assessments for universal service) that are not applicable to Umeet Meeting Services. Accordingly, Umeet shall invoice Customer for Taxes and Fees associated with the Charges.
5. Reasonable Use and Right to Review. Umeet Voice offers unlimited and metered Phone Calling Plans. These plans are subject to this SYSTEC TECHNOLOGY INC. Reasonable Use Policy. Umeet Phone Calling Plans are for normal and reasonable business use; unreasonable use is prohibited. Use of Umeet Phone may qualify as unreasonable if Customer (a) engages in business activities that involve continual, uninterrupted, or consistently excessive use of Umeet Phone Services, (b) makes any misrepresentations to Umeet Voice that materially affect volume or type of use of Umeet Phone Services, (c) engages in fraudulent or illegal use of Umeet Phone Services, including any activity that violates telemarketing laws or regulations, or (d) uses Umeet Phone Services in any manner that harms Umeet Voice’s network or facilities or interferes with the use of the service by other Customers. Use that is inconsistent with the types and levels of usage by typical business customers on the same plan may be used as an indicator of abnormal or unreasonable use, including but not limited to abnormal call lengths; abnormal call frequency; abnormal call duration; abnormal calling patterns that indicate an attempt to evade enforcement of this SYSTEC TECHNOLOGY INC. Reasonable Use Policy. Umeet reserves the right to review Customer use to determine if it is consistent with this SYSTEC TECHNOLOGY INC. Reasonable Use Policy. In the event Umeet Voice determines that You may be engaging in unreasonable use, Umeet Voice will determine the appropriate remedy and will take action to remedy any unreasonable use, including, at its sole discretion, discussing the use with You, moving You to an appropriate Umeet Phone Calling Plan, terminating certain Hosts, and/or otherwise modifying, suspending or terminating Your Umeet Phone services.
6. Termination of Umeet Meeting Services. Access to Umeet Phone Services requires a corresponding license to Umeet Meeting Services. In the event that the Umeet Meeting Service license is terminated, the equivalent access to Umeet Phone Services will also be terminated. At such time, Customer will be billed for any incurred usage charges, and will not be credited for any pre-paid amounts toward the Umeet Phone Commitment.
7. Umeet Voice Policies. Customer acknowledges and agrees that the SYSTEC TECHNOLOGY INC. policies found at https://www.umeet.com.cn apply to Customer’s use of Umeet Phone Services.
8. Equipment. Umeet Voice does not supply any Devices or other equipment used in connection with the Umeet Phone Services, and accordingly Umeet Voice does not provide any guarantees as to the quality or operability of such Devices and equipment when used to access Umeet Phone Services. However, Umeet Voice does test certain Devices and equipment to determine whether such Devices and equipment are supported on the Umeet Phone platform (although it has not tested all possible Devices and equipment available in the marketplace). The summary of Devices and equipment to date that Umeet Voice has determined are supported by the Umeet Phone platform may be provided on request. Customer should consult with Umeet Voice prior to deploying any other Devices and equipment.
A. Managed Domains. Umeet permits Customers to reserve domains associated with their enterprise and to manage any accounts that are subscribed to Umeet using that domain (“Managed Domain Customer”). Customer may only associate to the Umeet Services domain(s) that they own or are legally entitled to associate for use with the Services. In the event that a Umeet account is created or exists on the reserved domain, but is not authorized by the Managed Domain Customer (the “Non-Managed Domain Account”), the person using or creating such Non-Managed Domain Account will be notified that the domain is reserved for the Managed Domain Customer and will be requested to change the domain associated with the Non-Managed Domain Account. If the person using or creating such Non-Managed Domain Account does not change the domain within the period specified, that person will be deemed to have consented to the Non-Managed Domain Account being added to the Managed Domain Customer and to have further consented for all data associated with the Non-Managed Domain Account to be shared with the Managed Domain Customer.