Effective as of 10/12/2018
This Agreement governs the purchase and use of conference calling services and related products and services of Vast Communications LLC d/b/a/ Vast Conference ("Services") and its third-party suppliers ("Third-Party Services") (the Vast Services and Third-Party Services are referred to collectively as the "Services"). Vast Conference ("Vast") may alter, expand, or reduce the features of the Services from time to time without notice to you. You agree that Vast's obligation to provide Services is conditioned upon your providing all information and assistance reasonably required to perform the Services and you hereby agree to timely provide all such information and assistance. Vast reserves the right to reclaim any dial-in numbers at any time. You acknowledge 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.
If you are ordering these Services on behalf of your organization, you are confirming you have authority to do so and your organization will be bound by the below Terms of Service.
Any attempt by you to supplement or modify this Agreement will be considered an attempted material alteration of this Agreement and such attempted material alteration is therefore null and void.
The price at which the Service is offered by Vast will vary. You understand and agree that prices are subject to Service provided and location of such Services, in which pricing may vary. All stated prices are exclusive of any taxes, regulatory fees, banking costs, fees and duties, or other amounts which you may be responsible to pay. Vast shall also be entitled to recover from you any and all Universal Service Fund (USF) contributions (including any USF administrative fees) which may be imposed on Vast by any federal, state and/or local government or taxing authority in connection with your use of the Services. Vast reserves the right to modify its fees and charges and to introduce new charges at any time. Notwithstanding the foregoing, Vast may terminate or suspend services at Vast's discretion. You agree that Vast will not be liable to you or any third-party if Vast suspends or terminates your access to the Services for any reason.
By using the Vast Services, you agree to pay for all Service usage and subscriptions at the rates provided by Vast or its agents and resellers. Applicable fees will apply starting from the day your Services are established. All invoices will be sent electronically to your submitted primary email address and are due according to invoice terms. If payment is not received the account could be subject to a late payment fee. Services can be canceled for nonpayment of invoice. Vast reserves the right to correct and receive payment for any errors on its charges for up to two years after the date of the incorrect charge.
a) General: Subject to the above Terms, for any Services you pay by credit card, Vast may charge your credit card for any and all Service usage charges and send a statement to your address or email on record.
Monthly and annual subscription Service fees are charged to the subscriber's credit card on file on the date the account was created and are non-refundable. All subscriptions are automatically renewed under the previously agreed terms, but at the then- current renewal price for the applicable Vast Conference subscription plan, except as otherwise noted in herein, unless Vast receives prior notice from you. All subscription changes and account cancellations must be completed from within your account online using the administration portal.
b) Annual Subscription Plans: The annual subscription plan fees associated with Vast’s annual subscription plans for the Services represent payment for twelve consecutive months of Service which begin on the date of the start of your initial subscription ("Annual Activation Date") for your account. The fees for any additional or subsequent annual subscription plans added to your account will be prorated from the initial Annual Activation Date in the event of a partial contract year and will end on the next anniversary of the initial Annual Activation Date. You will be responsible for any additional charges for services or usage not covered by the plan, billed on a monthly basis. If you cancel the Service prior to the end of the annual period, you will not receive a refund or credit for the unused portion of your billing period, unless you cancel within an applicable Free Trial Period (as described below), as described herein. At the next anniversary of your Annual Activation Date, your Service will automatically renew for a subsequent twelve-month period at the then- current renewal price for the selected Vast Conference annual subscription plan, unless you choose to switch to an alternate subscription plan or cancel Service within 30 days prior to the anniversary of the Annual Activation Date.
c) Free Trial Period: From time to time, Vast may allow users to subscribe pursuant to a promotional offer granting a free trial for Service ("Free Trial"). Free Trial subscribers will receive free use of the Service solely for a limited period of time and all use of the Service shall be subject to the terms herein, plus all other restrictions, limitations and conditions identified in the specific promotional offer.
Notwithstanding any other provision in this Agreement, all Free Trial subscriptions are provided solely as an accommodation to the subscriber, and Vast reserves the right, at all times in its sole discretion, to terminate any Free Trial at any time without notice. Once the Free Trial period expires, the subscriber will be ineligible to subsequently establish another Free Trial account under the same or any other identity, unless expressly permitted to do so under the terms of a specific promotional offer.
d) Vast Discretion not to renew a Subscription: Notwithstanding anything to the contrary herein, Vast reserves the right to end the automatic renewal or extension of any of its subscriptions in its sole discretion.
In the event that payment is not received from you for Services rendered, without notice, Vast shall have the right to suspend all or any portion of Services to you. Vast may continue suspension, or at its discretion terminate you as a user, until such time as you paid all amounts due. Vast reserves the right to cancel Services, without notice to you, should Vast perceive fraud is occurring. Vast may immediately suspend all Services, in whole or in part, if Vast determines that providing such Services pursuant to this Agreement violates any local, state or federal laws or regulations.
You are responsible for the content of any and all communications over such Services. In using the Services, you agree that any person or organization will not use such Services to engage in any criminal or otherwise illegal activities, to violate any intellectual property rights of any party, or to communicate any defamatory, obscene, pornographic, harassing, or threatening or other offensive messages or materials. You agree that you will not use the Services for autodialing, extensive or continuous call forwarding, telemarketing, fax or voicemail broadcasting, or fax or voicemail blasting purposes. By using the Services you consent to receive periodic email communications from Vast concerning the Services, including Vast's material about other services and occasional service update bulletins.
You are responsible for maintaining the confidentiality of all information related to your accounts, including, but not limited to, any account numbers, passcodes or user names. You accept all responsibility and liability for all activity related to their accounts, whether the activity is known or unknown, legal or illegal. Vast is not liable for any loss that you or any end user may incur as a result of any unauthorized use of their accounts, whether that use is with or without their knowledge. Vast reserves the right to refuse Services, cancel orders or terminate an account in its sole discretion. Vast does not market its Services to those under the age of 18. Services to any Customers under the age of 18 shall be billed to and with the consent of a parent or guardian. You agree you will not resell or distribute the Services, without Vast's permission. The Services may be used for internal business or personal purposes only.
ALL SERVICES PROVIDED BY VAST ARE "AS IS", "WITH ALL FAULTS" AND WITHOUT ANY WARRANTY. CUSTOMER UNDERSTANDS AND AGREES THAT VAST SERVICE AND WEB SITE ARE PROVIDED "AS IS" AND "AS AVAILABLE". VAST AND ITS SUPPLIERS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. VAST MAKES NO WARRANTY OR REPRESENTATION REGARDING ANY INFORMATION, MATERIALS, GOODS OR SERVICES OBTAINED THROUGH VAST'S SERVICES OR WEBSITES OR THAT VAST'S SERVICES WILL MEET ANY OF THE CUSTOMER'S REQUIREMENTS OR BE UNINTERRUPTED, TIMELY, SECURE OR ERROR FREE.THE USE OF VAST'S SERVICES AND WEBSITES IS AT THE CUSTOMER'S SOLE RISK. VAST IS NOT LIABLE FOR THE VASTS OR OMISSIONS OF OTHER SERVICE PROVIDERS, FOR ANY INFORMATION OR CONTENT OF COMMUNICATIONS, THIRD-PARTY SERVICES, EQUIPMENT FAILURE OR CAUSES BEYOND VAST'S REASONABLE CONTROL.
VAST OR ITS SUPPLIERS WILL NOT BE LIABLE TO THE CUSTOMER FOR LOST REVENUES, LOST PROFIT, LOST DATA, OTHER SPECIAL INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGE OR FOR LOSS, DAMAGE OR EXPENSE DIRECTLY OR INDIRECTLY ARISING FROM THE CUSTOMER'S OR ANY OTHER PARTY'S USE OF OR INABILITY TO USE EQUIPMENT, SERVICES OR SOFTWARE OR FOR COMMERCIAL LOSS OF ANY KIND, WHETHER OR NOT VAST HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR LOSS, NOR SHALL ANY RECOVERY AGAINST VAST WHETHER IN CONTRACT OR TORT (INCLUDING NEGLIGENCE, STRICT LIABILITY OR ANY OTHER LEGAL THEORY) 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 GREATER OF THE AMOUNT OF A REFUND OF THE PRICE CUSTOMER ACTUALLY PAID FOR THE SERVICE DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE FILING OF SUCH CLAIM REGARDLESS OF THE FORM OF ACTION OR CLAIM (E.G. CONTRACT, TORT, WARRANTY, STRICT LIABILITY, FRAUD, NEGLIGENCE OR OTHER LEGAL THEORY) OR ONE THOUSAND DOLLARS (US $1,000)
Neither party shall be liable for any breach of this Agreement that is caused by a matter beyond its reasonable control. Such causes include (without limitation) acts of God, fire, lightning, war, disorder, flood, national emergency, riots, revolutions, explosion, labor disputes, malfunction of third-party's telephone lines, equipment or services necessary to provide the Service, stability or availability of the Internet (or portion thereof). In addition, Vast shall not be liable for any delay or failure to provide the Service caused by restrictions of a legal or regulatory nature imposed by any governmental agency. If any condition continues for more than a three (3) month period, either party may serve notice on the other for immediate termination of this Agreement.
You agree that any claim or controversy arising out of or relating to the use of the Services of Vast or the property, products or services of the Vast, or to any acts or omissions for which you may contend Vast or its employees, agents, affiliates, officers or directors are liable, including but not limited to any claim or controversy ("Dispute"), shall be finally and exclusively settled by arbitration in Los Angeles, California, and that said arbitration shall be governed by California law. Such arbitration shall be held before one arbitrator under the commercial arbitration rules of the American Arbitration Association ("AAA") in force at that time. The arbitrator shall be selected pursuant to the AAA rules. To begin the arbitration process, a party must make a written demand therefore. Any judgment upon the award rendered by the arbitrator may be entered only in a state or federal court located in Los Angeles, California, and you agree to submit to the jurisdiction of such court for that purpose. You and Vast agree that the arbitrator shall have limited authority to award damages such that the arbitrator shall not have the power to award damages in excess of those permitted under this Agreement and in no event more than actual compensatory damages. The agreement to arbitrate shall not be construed as an agreement or consolidation of arbitration between you and us under this Section with arbitration of disputes or claims of any other party, regardless of the nature of the issues or disputes involved.
YOU AGREE THAT ALL DISPUTES BETWEEN YOU AND VAST WILL BE RESOLVED BY BINDING ARBITRATION IN LOS ANGELES, CALIFORNIA. THUS, YOU GIVE UP YOUR RIGHT TO GO TO COURT TO ASSERT OR DEFEND YOUR RIGHTS. YOU ALSO GIVE UP YOUR RIGHT TO PARTICIPATE IN OR BRING CLASS ACTIONS AND TO SERVE AS A PRIVATE ATTORNEY GENERAL OR IN ANY OTHER REPRESENTATIVE CAPACITY IN CONNECTION WITH A DISPUTE. YOUR RIGHTS WILL BE DETERMINED BY A NEUTRAL ARBITRATOR AND NOT A JUDGE OR JURY. YOU AND VAST RETAIN THE RIGHT TO PURSUE INJUNCTIVE RELIEF IN COURT, AND AGREE TO SUBMIT EXCLUSIVELY TO THE JURISDICTION OF THE STATE OR FEDERAL COURTS LOCATED IN LOS ANGELES, CALIFORNIA, FOR THAT PURPOSE.
You also acknowledge and understand that, with respect to any Dispute, in the event Vast incurs attorney fees or expenses in connection with the collection of sums owed to Vast by you under this Agreement, we shall be entitled to recovery of those fees and expenses from you.
You shall indemnify, defend and hold Vast, it's Third-Party Services, its affiliates, their officers, directors, employees and suppliers harmless from any and all claims, actions, suits, proceedings, costs, expenses, damages and liabilities, including reasonable attorney's fees that arise out of or relate to Customer's use of the Service (including and without limitation, any individual accessing the Service using the Customer's account), any actual or alleged violation of this Agreement or applicable law, any infringement or violation by you or any individual accessing the Service using the your account of any intellectual property, privacy or other right of any individual or entity.
This Agreement states the entire agreement between the parties and supersedes all prior representations, agreements, proposals, correspondence, discussions, meetings, negotiations and/or any other understandings relating to its subject matter.