WEBSITE TERMS OF SERVICE
This is a legal agreement between the person or organization (“You” or “Your”) agreeing to these Website Terms of Service (the “Agreement”) and Premier Virtual, LLC its affiliates, subsidiaries successors and assigns (“We”, “Us” or “Our”). Please read these terms of service very carefully before registering for our using premiervirtual.com (and any of its subdomains) and affiliated web sites and/or mobile website. This website, and access to the website through any external application(s) created to access this website, as well as any Services offered by Us including but not limited to the Premier Virtual Software, subscribing or ordering services as part of the Premier Virtual Services Platform (the “Website”) are not open to the public and may only be accessed by You and Invited Guests who agree to be bound by the terms of this Agreement. By reading this Agreement, checking the box, clicking the “I AGREE” icon below You manifest Your assent and agree to be bound by the terms of this Agreement and that all information provided herein shall be accurate. For purposes of this Agreement, the Website and affiliated web pages owned by Us provide You with information concerning Our products and services. We provide products and services in the field of cloud computing, including without limitation virtual event hosting software products and consulting services including storage and retrieval from an off-site computing environment, and support for those using the products and services ( collectively referred to as “Services”)
Purpose and Eligibility. This Website is intended to provide You with the ability to allow You to communicate with individuals You select to participate and use the Services (the “Invited Guest” or “Invited Guests”) as well as perform ancillary functions specific to that communication including but not limited to scheduling, e-mailing, Content Transmission, video calling, voice calling, chat, MMS and SMS and the creation of Content regarding those Services. For purposes of this Agreement “Content” means any files, documents, recordings, chat logs, transcripts, and similar data You send by electronic means over the Internet (“Transmit” or “Transmission”), as well as any other information You may upload or Transmit to Your Invited Guests in connection with the Services. In addition, We may offer to You the ability to pay for the Services (the “Paid Services”) in exchange for a fee. Therefore, any reference to the term Services includes any Paid Services. This Agreement binds You, visitors to the Website and Invited Guests to a code of ethical conduct intended to achieve the purposes set forth in this Paragraph and this Agreement. The success of the Website and Services, however, depends on the adherence to the terms of this Agreement by You and all other visitors to this site including Invited Guests. While We will do Our best to enforce the terms of this Agreement, as set forth below in Sections 4, 7 and 8, We cannot warrant or represent that other visitors will in fact adhere to this Agreement and cannot act as insurers or accept any liability for their failure to do so. The Services offered through this Website are intended for business use and business purposes only and by signifying Your assent You agree You are at least 16 years of age and are otherwise fully able and competent to enter into the terms, conditions, obligations, representations and warranties set forth in this Agreement.
By signifying Your assent, You agree to be contractually bound to the terms of this Agreement and You have the full legal authority to manifest your asset to these terms on behalf of Your organization and that you are not otherwise barred from agreeing under the laws of your jurisdiction. You further agree that Your assent, given electronically, shall have the same legal effect as if it had been personally signed by You. To the extent permitted by law, this Agreement is intended to supersede any provisions of applicable law which might otherwise limit its enforceability or effect because it was entered into electronically. You also agree that You shall incorporate this Agreement into any end-user agreement between You and your Invited Guest ensuring that Your Invited Guests will also abide by the terms of this Agreement. Should you not wish to provide an end-user agreement to Your Invited Guest, you shall use this Agreement and request the Invited Guest, check the box and click ‘I AGREE’ before accessing and using the Services.
Upon entering into this Agreement, You may be asked to register an account and to create a confidential password which You may use to access certain private areas of this Website and Services for Your benefit as well Your Invited Guest. You are responsible to maintain the security and confidentiality of Your password and We will never ask for Your password. If You believe Your password has been compromised, change it immediately. Your access privileges, however, are conditioned on Your adherence to the terms of this Agreement. We reserve the right to temporarily deny You access to this site or permanently terminate Your access privileges at any time if You fail to abide by the terms of this Agreement or appear to Us likely to do so. By agreeing to grant You access, We do not obligate ourselves to do so or to maintain the Website or Services, or to maintain them in their present form, and We expressly reserve the right to modify, suspend or terminate Your access privileges. You agree and understand that We may, in Our sole discretion and without any prior notice, close this Website or Services or deny You access to them and delete any Content which You may maintain and store in the Website or Services in any form and location whatsoever. You should keep a copy of any Content which You Transmit to (or through) this Website or Services because We will not undertake to retain copies of any Content which We or others may delete from this site, unless otherwise obligated to do so in accordance with any other agreement for Services between Us and You. Links to third-party websites from the Website are meant for convenience only. We do not review or control these third-party websites and are not responsible for any third-party websites or the content of those sites. Inclusion of any linked website does not imply approval or endorsement of the linked website by Us. Linking to any other site is at Your own sole risk and We will not be responsible or liable for any damages associated with linking.
You agree, represent and warrant that You are solely responsible for the Content Transmitted as part of the Services provided to You and that You own the rights to such Content or that You have obtained the signed, written permission of the owners of all rights in such Content. You shall retain ownership of the copyrights in any original material that You Transmit on this Website or Services (to the extent such material may be entitled to copyright protection). We agree to apply reasonable, technical, organizational and administrative security measures to keep Your Content protected in accordance with industry standards. Under no circumstances will We be liable in any way for any (i) Content that is Transmitted or viewed while using the Website or Services, (ii) errors or omissions in the Content, or (iii) any loss or damage of any kind incurred as a result of the use of, access to, or denial of access to Content. You are responsible for compliance with all audio and video recording laws. You, Your Invited Guest or other visitors may choose to record voice and audio calls and You expressly assume the risk that a third-party may infringe upon Your copyrighted works resulting from a recording. By using the Services, You are giving Us consent to store recordings for any or all video or audio calls You participate in, if such recordings are stored in Our systems. You will receive a notification (visual or audio) when recording is enabled. By agreeing to this Agreement, You consent to the recording of all interactions while using the Services.
Products and Prices. We reserve the right, in Our sole discretion, to make any necessary updates, modifications and adjustments at any time to the product descriptions, warranties, and prices without prior notice. We endeavor to provide content on the Website that is current and accurate. Errors and misprints may occur. We reserve the right to reject, correct, cancel or terminate any order for goods or services for which the price was incorrectly displayed or where We displayed erroneous or inaccurate information. We reserve this right at any stage of ordering processing, including after an order has been submitted. We are not obligated to sell products or services based on errors or misprints on our website.
Permitted Use. You agree and You acknowledge by using Our Website or Services You will have the ability to communicate with Your Invited Guest and Transmit Content between Yourself and Your Invited Guest and Your Invited Guest will have the ability to communicate with You and Transmit Content between Your Invited Guest and Yourself. You agree that while some portions of our Website are offered at no charge to You and that while some portions of our Website may be accessed as Paid Services, You are entirely responsible for any and all charges, costs, fees, taxes related to Internet access or carrier rates in connection with accessing the Website.
Prohibited Use. You agree not to access the Website or Services in a manner, or by any means, other than through an interface provided by Us. You agree You will not 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 Our networks, or the Services; (iii) engage in activity that is illegal, fraudulent, false, or misleading including such activity while engaged in a Permitted Use under Section 7, (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; (vi) use the Services to communicate any message or material that is harassing, libelous, threatening, obscene, indecent, 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 regardless of the recipient; (vii) 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 (viii) use the Services in a manner that violates applicable law, including but not limited to anti-spam, privacy, and anti-terrorism laws and regulations and laws requiring the consent of subjects of audio and video recordings or; (ix) re-sell the Services or offer to sell or profit from the Services offered through the Website without the first obtaining Our express written permission which may be withheld in Our sole discretion.
Feedback You may post comments, reviews, other materials, submit feedback, suggestions, criticism, ideas or other information (“Feedback”) provided such Feedback is not in violation of Section 8 above. Except as otherwise agreed upon by You and Us in a separate writing, We are free to use such Feedback. You hereby assign to Us, on Your behalf, and on behalf of Your employees, contractors and/or agents, all right, title, and interest in, and We are free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although We are also not required to use any Feedback. In the event You are unable to assign any Feedback to Us, You instead shall grant to Us a perpetual, irrevocable worldwide, royalty-free, non-exclusive, sublicensable, fully transferrable right to make, use, sell sublicense, distribute, reproduce, perform, display, prepare derivative works from and otherwise exploit such Feedback as We were the full owner thereof. For the avoidance of doubt, in no case shall such Feedback be deemed to include any information that would personally identify You. Violations of Use. You are solely responsible for compliance with all such laws and regulations and that violation of this Section 8 can subject You to immediate and permanent termination of access privileges. We will do Our best, in good faith, to purge or otherwise restrict the availability of Content in violation of this Agreement. The provisions of this Section 9 are intended to implement this policy but are not intended to impose a contractual obligation on Us to undertake, or refrain from undertaking, any particular course of conduct. If You believe someone has violated the terms of this Agreement, We ask You to promptly notify Us by email at the following address: email@example.com You must use this address if You want to ensure that Your complaint is actually received by Us. In order to respond as quickly as possible to any complaint, please provide Us with as much detail as possible, including (i) the nature of the right infringed or violated (including the registration numbers of any registered copyrights, trademarks or patents allegedly infringed); (ii) all facts which lead You to believe a right has been violated or infringed; (iii) the precise location where the offending material is located; (iv) any grounds to believe offending person was not authorized to do Transmit the Content or did not have a valid defense (including the defense of fair use); and (v) if known, the identity of the person or persons who posted the infringing or offending Content. By lodging a complaint and following the procedures of this Section 9, You agree the substance of Your complaint shall be deemed to constitute a representation made under penalty of perjury under the laws of the State of Florida. In addition, You agree, at Your own expense, to defend Us and indemnify Us against any liability which We may incur by Our response to Your complaint including but not limited to reasonable attorneys’ fees. You acknowledge that in establishing a complaint procedure We are taking on the role of a good Samaritan and, in order to allow Us to do Our best, in good faith, to purge or otherwise restrict the availability of material that is infringing or otherwise objectionable, You agree to waive any claims or remedies which You might otherwise be able to make against Us under any theory of law (including, but not limited to, intellectual property laws) arising out of or relating in any way to the content at this Website or Our response, or failure to respond, to a complaint.
Proprietary Rights. We retain ownership of all proprietary rights in the Website and Services and in all trade names, trademarks, service marks, logos, and domain names (the “Marks”) associated or displayed with the Website and Services. You may not undertake any action or attempt any action to obstruct, remove, cover up, alter Our Marks unless done pursuant to a separately executed agreement for Services between You and Us.
Export Restrictions.You acknowledge the Services, or portion thereof may be subject to the export control laws of the United States and other applicable country export control and trade sanctions laws (“Export Control and Sanctions Laws”). You may not access, use, export, re-export, divert, transfer or disclose any portion of the Website or Services or any related technical information or materials, directly or indirectly, in violation of any applicable export control or trade sanctions law or regulation. You represent and warrant that (i) You are not citizens of, or located within, a country or territory that is subject to U.S. trade sanctions or other significant trade restrictions including but not limited to Cuba, Iran and North Korea and that You will not access or use the Website or Services, or export, re-export, divert, or transfer the Website or Services, in or to such countries or territories; (ii) You are not identified on any U.S. government restricted party lists; and (iii) that no Content Transmitted by You is subject to any restriction on disclosure, transfer, download, export or re-export under the Export Control Laws. You are solely responsible for complying with the Export Control Laws and monitoring them for any modifications.
DISCLAIMER OF WARRANTIES. IN ORDER TO PROVIDE YOU WITH THE WEBSITE OR SERVICES DESCRIBED IN THIS AGREEMENT, WE ARE UNABLE TO OFFER ANY WARRANTIES OR MAKE ANY REPRESENTATIONS ABOUT ANY BENEFITS OR OPPORTUNITIES WHICH YOU MAY OBTAIN FROM THE WEBSITE OR SERVICES. WE HEREBY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT. THE WEBSITE AND SERVICES ARE MADE AVAILABLE TO YOU “AS IS,” WITHOUT ANY WARRANTIES WHATSOEVER ABOUT THE NATURE, CONTENT OR ACCURACY (EITHER WHEN TRANSMITTED OR AS A RESULT OF THE PASSAGE OF TIME) OF ANY CONTENT AT THE WEBSITE OR SERVICES, AND WITHOUT ANY REPRESENTATIONS OR GUARANTEES. IN ADDITION, WE MAKE NO REPRESENTATIONS, WARRANTIES OR GUARANTEES THAT THIS WEBSITE OR SERVICES WILL BE SECURE, ACCESSIBLE CONTINUOUSLY AND WITHOUT INTERRUPTION, OR ERROR FREE.
TO THE EXTENT YOU MIGHT OTHERWISE BELIEVE ANY WARRANTIES, GUARANTEES OR REPRESENTATIONS HAVE BEEN MADE TO YOU, YOU HEREBY AGREE SUCH STATEMENTS, WHETHER MADE ORALLY OR IN WRITING, ARE TO BE CONSTRUED AS MERELY NONBINDING EXPRESSIONS OF POLICY RATHER THAN AFFIRMATIVE REPRESENTATIONS, OBLIGATIONS, GUARANTEES OR WARRANTIES. IN THE EVENT OF ANY CONFLICT BETWEEN THIS SECTION 11 AND OTHER TERMS OR PROVISIONS OF THIS AGREEMENT, THIS SECTION SHALL BE CONSTRUED TO TAKE PRECEDENCE.
LIMITATION OF LIABILITY. UNLESS OTHERWISE INDICATED IN AN AGREEMENT BETWEEN YOU AND US, WE WILL NOT BE RESPONSIBLE FOR ANY DAMAGES OR INJURIES THAT ACCOMPANY OR RESULT FROM YOUR USE OF THE WEBSITE OR SERVICES PROVIDED PURSUANT TO THIS AGREEMENT. THESE INCLUDE (BUT ARE NOT LIMITED TO) DAMAGES OR INJURY CAUSED BY ANY: (1) USE OF (OR INABILITY TO USE) THE WEBSITE OR SERVICES; (2) USE OF (OR INABILITY TO USE) THE ANY PAGES ON THE WEBSITE OR SERVICES TO WHICH YOU HYPERLINK FROM ITS WEBSITES; (3) FAILURE OF PERFORMANCE; (4) ERROR; (5) OMISSION; (6) INTERRUPTION; (7) DEFECT; (8) DELAY IN OPERATION OR TRANSMISSION; (9) COMPUTER VIRUS; OR (10) LINE FAILURE. WE ARE NOT LIABLE FOR ANY CONSEQUENTIAL OR INCIDENTAL DAMAGES, WHICH ARE DAMAGES INTENDED TO COMPENSATE SOMEONE DIRECTLY FOR A LOSS OR INJURY, DAMAGES REASONABLY EXPECTED TO RESULT FROM A LOSS OR INJURY, OR OTHER MISCELLANEOUS DAMAGES AND EXPENSES RESULTING DIRECTLY FROM A LOSS OR INJURY. FURTHERMORE, EXCEPT AS PROVIDED BELOW, WE ARE NOT LIABLE EVEN IF WE HAVE BEEN NEGLIGENT OR IF OUR AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES—OR BOTH.
Complete Agreement/No Representations. This Agreement constitutes the entire Agreement between You and Us relating to You and Your Invited Guests access to and use of this Website and Services and supersedes any prior or contemporaneous representations or agreements provided however for any agreement for Paid Services shall control where an express conflict exists. Notwithstanding the preceding sentence, this Agreement—and only this Agreement—shall govern Our legal rights and obligations. Any rights or licenses not otherwise expressly granted by this Agreement are reserved by Us. This Agreement may not be modified, either expressly or by implication, except as set forth below in section 15. As set forth in section 13, it is not Our intention to make any legal representations or warranties about this Website or Services provided, either expressly or by implication. The terms of this Agreement are intended to supersede anything else that appears at this Website or Services, now or in the future. So that there is no misunderstanding, by entering into this Agreement You agree that, except as provided in section 15, no Content Transmitted to this Website or Services or otherwise communicated to You shall in any way modify or vary the terms of this Agreement.
In General. Our employees are not authorized to vary the terms of this Agreement. This Agreement may be modified only (i) by obtaining Our written consent in a notarized agreement signed by a Manager as defined under Florida Statute § 605.0102(38) or such other person appointed to run Our day-to-day affairs or; (ii) as set forth below in Section 15(b).
Periodic Revisions and Amendments. You agree that We may modify the terms of this Agreement in Our sole discretion. We will post any Policy changes on this Site updating the date at the top of the Agreement. It will be Your responsibility and obligation to check this Website whenever You access this site, to determine if there have been any changes to this Agreement. You may notify Us at notice@premiercom at any time before, or within thirty (30) days after, any modification takes effect, to advise Us that You do not accept the proposed modification. If We do not receive such a communication from You in the time prescribed, the modification will be deemed to have been accepted by You. You agree and understand We reserve the right to unilaterally terminate Your access privileges or otherwise deny You access to this site in the event that You decline to be bound by any proposed modifications to this Agreement.
Unless We terminate Your access privileges or You decide to terminate this Agreement or any other agreement for Services between You and Us, it shall remain in force so long as You are authorized to access this Website. You agree that in the event You decide to terminate this Agreement or if Your access privileges are suspended or terminated You shall continue to be bound by all obligations set forth in this Agreement including, but not limited to, those contained in sections 4, 5, 7, 8, 9, 10, 12, 13 and 15, for a period of five (5) years or until the expiration of all applicable statute of limitations periods, whichever is longer. Except as otherwise provided in this section 14, You will not be bound by any modifications to this Agreement which may take effect after such time as You or We terminate Our contractual relationship.
Indemnification, Jurisdiction and Dispute Resolution. This Agreement, and all disputes which may arise under this Agreement, shall be governed by the laws of the United States and by the laws of the State of Florida without regard to its conflicts provisions. You agree to the personal jurisdiction and venue in the state and federal courts in Palm Beach County, Florida, and waive any objection to such jurisdiction or venue. Any claim under this Agreement must be brought within one (1) year after the cause of action arises, or such claim or cause of action is barred. In compliment to but not in conflict with Section 13, no recovery may be sought or received for damages other than out-of-pocket expenses, except that the prevailing party will be entitled to costs and attorneys’ fees. In the event of any controversy or dispute between Us and You arising out of or in connection with Your use of the Website, Services or Paid Services, the parties shall attempt, promptly and in good faith, to resolve any such dispute. If the parties are unable to resolve any such dispute within a reasonable time (not to exceed thirty (30) days), then either party may submit such controversy or dispute to mediation. If the dispute cannot be resolved through mediation, then the parties shall be free to pursue any right or remedy available to them under applicable law pursuant to this Section 15(d). You agree to indemnify and hold Us, Our officers, directors, members, predecessors, successors in interest, employees, agents, subsidiaries and affiliates, harmless from any demands, loss, liability, claims or expenses (including attorneys’ fees), made against Us by any third party due to or arising out of or in connection with Your use of the Website.
In case any one or more of the provisions contained in this Agreement in whole or in part shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect the other provisions of this Agreement, and the parties shall negotiate in good faith to modify this Agreement to effect the original intent of the parties as closely as possible in order effectuate the Agreement as originally contemplated to the greatest extent possible.The Website may contain areas in which additional terms and conditions, or policies may apply. For purposes of the use of such areas, in the event of any conflict between the terms and conditions or policies of other such areas and this Agreement, the terms and conditions of the other area shall prevail.