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Accelstream Terms of Use 

By using the Accelstream video messaging services available at www.Accelstream.com (or such other URL as Accelstream , LLC (“Accelstream”) may designate from time to time) (the “Services”), you (“Customer”) acknowledge and agree to the following Terms of Use, which are incorporated by reference into the Subscription Agreement entered into between you and Accelstream, LLC.


1. License Grant. Customer, (and each employee of Customer who accesses the Services by means of Customer's account and an authorized password), subject to all of the terms and conditions of these Terms of Use, is granted a non-exclusive, non-transferable, non-sublicensable license to access the Services via the Internet and to use the Services, in object code form only, solely for internal business purposes in accordance with any applicable end user documentation.

2. License Restrictions. Customer shall not, directly or indirectly, (i) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code or underlying ideas or algorithms of the Services; (ii) modify, translate, or create derivative works based on the Services; (iii) rent, lease, distribute, sell, resell, assign, or otherwise transfer rights to the Services; (iv) use the Services for timesharing or service bureau purposes or otherwise for the benefit of a third party; (v) remove any proprietary notices from the Services; (vi) publish or disclose to third parties any evaluation of the Services without Accelstream's prior written consent; or (vii) create any link to the Services or frame or mirror any content contained on, or accessible from, the Services.

3. Passwords/Security.

3.1 Passwords. Customer and its users are responsible for maintaining the confidentiality of all passwords and for ensuring that each password issued by Reseller is used only by the authorized user. Customer is entirely responsible for any and all activities that occur under Customer's account. Customer agrees to immediately notify Accelstream and Reseller of any unauthorized use of Customer's account (including each password of each user accessing the Services by means of Customer's account) or any other breach of security known to Customer. Accelstream and Reseller shall have no liability for any loss or damage arising from Customer's failure to comply with these requirements.

3.2 Security. Accelstream maintains the Services at a reputable third party Internet service provider and hosting facility, where they are subject to commercially reasonable security precautions to prevent unauthorized access to the Services. Customer acknowledges that, notwithstanding such security precautions, use of or connection to the Internet provides the opportunity for unauthorized third parties to circumvent such precautions and illegally gain access to the Services and Customer Data (defined below). accordingly, Accelstream AND RESELLER cannot and do not guaranty the privacy or security of any customer data or the authenticity of any information transmitted over or stored in any system connected to the internet.

4. Customer Support. Customer support is provided by Accelstream in the form of self-administered help notes at www.Accelstream.com, email support and a live Internet chat room. If Customer has purchased Extended Support through Reseller, Accelstream will also provide Customer with unlimited telephone support during Accelstream’s regular business hours.

5. Customer Data. As between Accelstream and Customer, Customer shall own all data, information or material that Customer enters into the Services or has entered on its behalf ("Customer Data"). Except as permitted in these Terms of Use, Accelstream will not edit, delete or disclose the contents of Customer Data unless authorized by the Customer or unless Accelstream is required to do so by law or in the good faith belief that such action is necessary to: (1) conform with applicable laws or comply with legal process served on Accelstream; (2) protect and defend the rights or property of Accelstream; or (3) enforce these Terms of Use. Accelstream may provide user statistical information such as usage or traffic patterns in aggregate form to third parties, but such information will not include personally identifying information. Accelstream may access Customer Data to respond to service or technical problems with the Services. Customer is solely responsible for the accuracy, quality, integrity, legality, reliability, appropriateness and copyright of all Customer Data, and Accelstream assumes no responsibility for the deletion, correction, destruction, loss, infringement or failure of the Services to store any Customer Data. Accelstream reserves the right to establish a maximum amount of memory or other computer storage and a maximum amount of Customer Data that Customer may store, post or transmit on or through the Services. Customer shall be responsible for maintaining an archive or back-up copy of all Customer Data, and Accelstream and Reseller shall have no liability for any loss of Customer Data, whether caused by Accelstream or any third party service provider. Customer acknowledges and agrees that pursuant to its Subscription Agreement with Reseller, during the term of the Subscription Agreement, Reseller may be entitled to access Customer Data and hereby permits Accelstream to allow Reseller to access its Data and account.

6. Customer Obligations

6.1 Hardware. Customer is responsible for obtaining and maintaining all computer hardware, software and communications equipment needed to access the Services, and for paying all third-party access charges (e.g., ISP, telecommunications) incurred while using the Services.

6.2 Conduct. Customer shall be solely responsible for its actions and the actions of its users while using the Services and the contents of its transmissions through the Services. Customer agrees: (1) to abide by all local, state, national, and international laws and regulations applicable to Customer's use of the Services, including without limitation all laws regarding the transmission of technical data exported from the United States through the Services; (2) not to upload or distribute in any way files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of the Services or another's computer; (3) not to use the Services for illegal purposes; (4) not to interfere or disrupt networks connected to the Services; (5) not to be used for any form of abusive, obscene, vulgar, slanderous, hateful, threatening, pornographic, sexually-oriented, material that is otherwise objectionable, of any kind or nature that may violate any applicable laws, or be determined to be generally offensive by management. (6) not to transmit or post any material that encourages conduct that could constitute a criminal offense or give rise to civil liability; (7) not to interfere with another customer's use and enjoyment of the Services or another entity's use and enjoyment of similar services; (8) not to engage in surveys, contests, or chain letters or post or transmit "junk mail," "spam," "chain letters," or unsolicited mass distribution of email; and (9) to comply with all regulations, policies and procedures of networks connected to the Services. Customer acknowledges and agrees that Accelstream neither endorses the contents of any customer communications nor assumes any responsibility for any threatening, libelous, obscene, harassing or offensive material contained therein, any infringement of third party intellectual property rights arising therefrom or any crime facilitated thereby. Accelstream may remove any violating content posted on the Services or transmitted through the Services, without notice to Customer.

6.3 Advertising/Links. Customer may enter into correspondence with or participate in promotions or transactions with third party advertisers promoting their products or services on the Services ("Advertisers"). Customer acknowledges and agrees that any such correspondence or participation, including the delivery of and the payment for goods and services, and any other terms, conditions, warranties or representations associated with such correspondence, promotions, or transactions are solely between Customer and Advertiser. Accelstream and Reseller shall have no liability, obligation or responsibility whatsoever arising out of or in connection with any such correspondence, promotions or transactions. In addition, the Services may provide links to other web sites or resources. Customer acknowledges and agrees that Accelstream and Reseller are not responsible for the availability of such external sites or resources, and do not endorse and are not responsible or liable for any content, advertising, products, services or other materials on or available from such sites or resources. Accelstream and Reseller shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on such external sites or resources.

7. Termination. Accelstream may direct Reseller to terminate Customer’s Subscription Agreement if Customer has breached these Terms of Use and has not cured such breach within thirty (30) days of receipt of notice from Accelstream specifying the breach, and Accelstream may suspend or terminate the Services, at its sole option, without notice to Customer, if Customer breaches any provision of Section 6.2 or if Accelstream is instructed to do so by Reseller in the event of Customer’s default or breach of any material provision of the Subscription Agreement. Accelstream and Reseller shall not be liable to Customer or any third party for suspension or termination of the Services in accordance with these Terms of Use. Upon the effective date of expiration or termination of Customer’s Subscription Agreement for any reason, Customer's right to use the Services shall immediately cease. Sections 5, 6.2, 6.3, 7, 8, 9, 10, 11, and 12 of these Terms of Use shall survive the expiration or termination of the Subscription Agreement for any reason. Accelstream shall retain Customer Data for a period of thirty (30) days after expiration or termination of the Subscription Agreement. Customer may request that Accelstream conduct a mass export of Customer Data, and Accelstream agrees to provide such services at its then current rates on a time and materials basis. After thirty (30) days, Accelstream may delete and destroy all Customer Data without notice or further liability to Customer.

8. Proprietary Rights. Customer acknowledges that the Services and all content contained therein, including but not limited to text, software, music, sound, photographs, video, graphics, and third party materials and advertisements, excluding any Customer Data, (collectively, "Content") is proprietary to Accelstream or such third parties, and Accelstream or such third parties retain exclusive ownership of the same throughout the world, including all related copyrights, trademarks, service marks, patents, trade secrets or other proprietary rights thereto. Except as expressly stated herein, these Terms of Use do not transfer any right, title or interest in the Services or the Content to Customer.

9. Warranty Disclaimer. Accelstream warrants that the services will perform substantially and materially in accordance with the functions described in the help documentation at www.Accelstream.com under normal use and circumstances by authorized users of the services. If there is a material breach of the above warranty, Accelstream’s entire liability and customer’s entire remedy shall be, at Accelstream’s option to (i) modify the services to conform to the documentation; (ii) provide a reasonable workaround solution which will reasonably meet customer’s requirements or (iii) if neither of the foregoing is commercially reasonable, terminate this agreement with no further liability to customer. these remedies are customer’s sole and exclusive remedies for a claim of breach of warranty against Accelstream or reseller. except as set forth above, customer expressly agrees that use of the services is at the customer's sole risk. the services are provided on an "as is," "as available" basis. Accelstream and reseller expressly disclaim all warranties of any kind, whether express or implied, including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose, title and non-infringement, as well as all warranties arising by usage of trade, course of dealing or course of performance. Accelstream makes no warranty that the services will meet customer's requirements, that the services will be uninterrupted, timely, secure, or error-free, or that defects in the services will be corrected. Accelstream makes no warranty as to the results that may be obtained from the use of the services or as to the accuracy or reliability of any content or information obtained through the services. customer understands and agrees that any material or data downloaded or otherwise obtained through the services is done at customer's own discretion and risk, and that customer will be solely responsible for any damage to customer's computer system or loss of data that results from the download or use of such material or data.

some jurisdictions do not allow the exclusion of certain warranties, so some of the above exclusions may not apply to customer.

10. Indemnification. Customer agrees to defend, indemnify and hold Accelstream and Reseller, their respective parent, subsidiaries, affiliates, officers, directors, employees, successors and assigns harmless from any claim, demand, damages costs and expenses (including reasonable attorneys' fees), arising from any third party claim against Accelstream and/or Reseller due to or arising out of: (i) any use of the Services by Customer, its affiliates, employees agents, successors and assigns other than in accordance with these Terms of Use; (ii) any breach of these Terms of Use by Customer, its affiliates, employees agents, successors and assigns; and (iii) any unauthorized modification of the Services by Customer, its affiliates, employees, agents, successors and assigns, including any claims for intellectual property infringement arising therefrom.

11. Limitation of Liability. In no event shall Accelstream or reseller be liable for direct damages arising out of these Terms of Use (whether arising under contract, tort, strict liability, breach of warranty or otherwise) in amounts greater than the total subscription fees paid by customer for the year in which the cause of action arose. in no event shall Accelstream or ressler be liable for any indirect, incidental, punitive, special or consequential damages arising out of these Terms of Use, including, but not limited to, damages for loss of profits, use, data or other intangible property, even if Accelstream or reseller has been advised of the possibility of such damages and notwithstanding the failure of any essential purpose. this is a benefit of the bargain between the parties and part of the basis for the subscription fees offered to customer.

some jurisdictions do not allow the above limitations of liability, so some of the above limitations may not apply to customer.

12. General

12.1 Notices. All notices to a party shall be in writing and sent to Accelstream at its headquarters, 3242 Al Drive, Duluth, Ga. 30096. Notices shall be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or email; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested.

12.2 Governing Law/Venue. These Terms of Use and any disputes hereunder shall be governed in all respects, including validity, interpretation and effect, by the laws of the State of Georgia, without regard of its conflict of laws principles. Any dispute under these Terms of Use shall be brought exclusively in the state and federal courts for the State of Georgia, and Customer hereby submits to the exclusive jurisdiction of such courts. Customer agrees that any cause of action arising out of or related to these Terms of Use shall be brought within one (1) year after the cause of action arose; otherwise, such cause of action is permanently barred.

12.3 Headings. The headings in these Terms of Use are for purposes of reference only and shall not limit or otherwise affect the meaning hereof.

12.4 English. It is the express will of the parties that these Terms of Use have been written in English.

12.5 No Waiver. No waiver of any default, condition or breach of these Terms of Use shall be deemed to imply or constitute a waiver of any other default, condition or breach of these Terms of Use, whether of a similar nature or otherwise.

12.6 Severability. In the event that any one or more of the provisions of these Terms of Use are invalid or otherwise unenforceable, the enforceability of remaining provisions shall be unimpaired.

12.7 Force Majeure. Neither party shall be in default if its failure to perform any obligation under this Agreement is caused solely by supervening conditions beyond that party’s reasonable control, including acts of God, civil commotion, war, terrorism, strikes, labor disputes, third party Internet service interruptions or slowdowns, vandalism or “hacker” attacks, or governmental demands or requirements.

 

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