LionConference
 
Terms of Service Date of Last Revision:  September 22, 2016
1. Introduction
Please read these LionConference Terms of Service carefully.  These Terms of Service create an agreement (the "Agreement") between you and Daphne Software Incorporated, or its applicable affiliate ("LionConference", "We", "Our" or "Us") regarding your access to and use of the LionConference service developed by Daphne Software Incorporated ("Service").  All users (paid and free) must agree to this Agreement before using the Services.  If you accept this Agreement for an entity, you represent that you have the authority to bind the entity to this Agreement.  If you do not agree to this Agreement, do not use the Services.

If you are under 18, or if you are considered a minor in your state or country, you must obtain the consent of your parent or legal guardian to register for and use the Services.

To be eligible to register for a LionConference account, to join a LionConference meeting, and use LionConference's services, you must read and accept this Agreement.  PLEASE READ THESE TERMS CAREFULLY, ONCE ACCEPTED, THESE TERMS BECOME A BINDING LEGAL AGREEMENT BETWEEN YOU AND DAPHNE SOFTWARE INCORPORATED FOR THE BENEFIT OF LIONCONFERENCE.

 
2. Services
We agree to provide you with access to the Services over the Internet and use our best efforts to provide access to the Services on a twenty-four hours a day, seven days a week basis.  However, We cannot warranty that you will be able to access the Services at any given time.  Therefore, we will not be liable for inaccessible or inoperable Services should it happen for any reason, including, without limitation (i) equipment malfunctions; (ii) periodic maintenance procedures or repairs, which We or Internet Service Providers may undertake from time to time; or (iii) causes beyond Our control including, without limitation, interruption or failure of telecommunication or digital transmission links, delays or failures due to Internet Service Provider, hostile network attacks, network congestion or other failures.

If you purchased the Services, We agree to provide you the Services until either you or We terminate your account or use of the Services.  If you did not purchase the Services, you agree that We may suspend or terminate your access to and use of the Services and/or this Agreement at any time, for any reason, and without notice.

 
3. License and Ownership
Subject to your compliance with the terms and conditions of the Agreement, We grant you a non-exclusive and non-transferrable right to access and use the Services only by you and your personnel and only for the internal needs within your organization or your individual use.  This right is granted for as long as the Agreement remains in effect or for as long as We permit your use of our Services or for as long as we provide the Services.

Title, ownership rights, and intellectual property rights for the Services shall remain with Us, LionConference, and Daphne Software Incorporated.  The Services are protected by copyright law and all rights are reserved.  We maintain full rights of the Services and are granting you permission to use the Services, subject to compliance with the terms and conditions of the Agreement.  You acknowledge such ownership and intellectual property rights and will not take any action to jeopardize, limit, or interfere in any manner with Our ownership and rights with the respect to the Services.  You agree that nothing contained in the Agreement shall be construed to restrict any of Our rights of use of the same technologies, algorithms, methods, programming languages, interfaces and software architectural solutions for future work.  Further, you agree that this Agreement does not apply any restriction for Our work with other companies or individuals in the same industry and target market as yours.

 
4.  Confidentiality
Each party acknowledges that it may have access or receive "Confidential Information" from the other party in connection with its performance under this Agreement, either in writing or verbally.  Each party hereby agrees to maintain the confidentiality of all such information and not disclose such information to third parties except to employees or agents authorized to receive such information or make any use of such information, except in carrying out its obligations under this Agreement.  Information considered confidential by either party includes without limitation (a) matter of a technical nature such as trade secret processes or devices, know-how, data formulas, inventions, (whether or not patentable or copyrighted), training materials, specifications and characteristics of products planned or being developed, and research subjects, methods and results, (b) matters of a business nature such as information about costs, profits, pricing policies, markets, sales suppliers, customers, employees, product plans, and marketing plans or strategies, (c) other information of a similar nature not generally disclosed by the either party to the public.

The obligations under this section shall not apply to information which (i) is or becomes generally known to the public through no fault of the receiving party; (ii) was known to the receiving party prior to the date it was disclosed by the other party; or (iii) is disclosed to the receiving party by a third party having no obligation of confidentiality to the other party with respect to such information. The terms of this section shall survive termination of this Agreement for a period five (5) years from receipt of such applicable information by either party.

 
5. Restrictions
Under this Agreement, you are prohibited from:
  1. attempting, or actually, modifying the Services or derive its source code;
  2. creating any programming code, scripts, or applications that will attempt, or actually, access the Services or any of Our stored data;
  3. redistribute, encumber, sell, rent, lease, sublicense, or otherwise transfer the Services or rights thereto;
  4. publish, or otherwise make available to any third party, any benchmark information or testing results;
  5. share the Services, or any parts of the Services, with any commercial or non-commercial organization or individual as a part of other products or as a component of other services.
In addition to other restrictions in the Agreement, you agree that you will not:
  1. Use the Services for any illegal purpose;
  2. Use the Services beyond their intended use;
  3. Compromise the security of the Services;
  4. Decompile, reverse engineer, hack, circumvent, disrupt, or interfere with the Services or its normal operation;
  5. Send unsolicited spam, advertising, or promotional material;
  6. Use any automated script, robot, spider, crawler, or interface not provided by Us to access the Services or export data;
  7. Logging in, or attempting to login, as other users or use, or attempt to use, other user accounts without authorization;
  8. Bypass, circumvent, or reverse engineer technical and security safeguards;
  9. Engage in harassing, intimidating, predatory, or stalking conduct;
  10. Violate the privacy of other users;
  11. Infringe any trademark, trade secret, copyright, patent, or other intellectual property of any party;
  12. Develop third party applications that interface with the Services or users without Our written consent;
  13. Use the Services for any illegal or unauthorized purpose; and
  14. Encourage or promote actions that violate the terms of the Agreement.
 
6. User Accounts
To use our Services, beyond free users joining meetings, you will be asked to create an account.  As part of the account registration process, you will be asked to provide your name, email address, and create a password.  When registering you must provide true, accurate, current, and complete information.  You must also keep that information true, accurate, current, and complete after registration.  You may create multiple user accounts for different organizations you belong to, but we recommend using one user account for all of the organizations and subscriptions you own or are invited to use.

You accept all responsibility and risk for any activity that occurs on your account.  You are solely responsible for maintaining a secret and secure password.  You agree that you will not share your password or login credentials with others or do anything to jeopardize the security of your account.  You agree that We are not responsible for any actions made by you or other users, including through a security breach or unauthorized use of your account.  You further agree that you will take all reasonable precautions to prevent unauthorized access to the Services and will notify us promptly of any unauthorized access or use.  We will not be liable for any loss or damage arising from unauthorized use of your account.

 
7. Relationship of the Parties
Nothing contained in the Agreement shall be construed to imply a joint venture, partnership, or principal-agent relationship between the parties.  And neither party by virtue of the Agreement shall have any right, power, or authority to act or create any obligation, express or implied, on behalf of the other party.
 
8. Changes to the Services
We may enhance and/or change the features or functions of the Services at Our discretion at anytime as long as We do not materially reduce the core functionality of the Services.  We may offer optional features in addition to the standard Services that may be obtained for additional fees.
 
9. Third Party Software
You may need to download and install software to use the Services.  This software may include, but not limited to: a modern web browser, email program add-in for LionConference, a screen sharing extension for sharing your screen during LionConference meetings, and more.  While some of the software required to download and install is owned by us, third party software and plugins may be used as well.  The third party software has their own set of terms and conditions that must be read and agreed to prior to downloading and installing.  We do not control nor are We authorized to transfer or sublicense their software.  You may be required to read and agree to third party software terms and conditions outside of this Agreement.  The terms and conditions in third party agreements do not affect or change, in whole or in part, this Agreement.  We make no warranty, guarantee, or promise as to the performance, accuracy, reliability, accessibility of third party software provided by us or not.  Further, We make no warranty, guarantee, or promise that third party software, provided by us or not, will be free from bugs or errors.
 
10. Encryption
We disclaim any warranty, expressed or implied, regarding the security and encryption through the use of Our Services.  You agree that we are not responsible or liable for any faulty, broken, insecure, poorly implemented, or otherwise imperfect encryption and decryption techniques and protocols ; whether or not we or third parties developed the protocol in-question.
 
11. Message and File Risk and Integrity
You accept all risk and liability from using the Services including sending and receiving messages and files with other meeting attendees.  Accepting receipt of messages from other users or opening, downloading, or accessing files from other users may pose a risk to you as malicious files could infect your device.  You agree that we are not liable or responsible for any harm, damage, or consequence of using the Services or from the receipt of messages or files using the Services.

You agree and accept that we are not responsible for garbled, lost, missing, partial, undelivered, deleted, infected, or intercepted messages and files.  You agree to bear the full risk and liability of use of the Services.

 
12. User Content and Message Content
The Services allow users to upload, post, transmit, and store content including, but not limited to, text, images, hyperlinks, documents, files, recordings, videos, audio files, and communications ("Content").  Primarily, the Services are intended for the purpose of web and phone conferences, but chat and file sharing functions are built-in.  You are solely responsible for all content that you or your users create, transmit, or store with Our services.

We do not actively monitor your Content or use of the Services.  You will comply with Our Acceptable Use Policy ("AUP") located at https://www.lionconference.com/aup.htm. We may investigate any complaints or suspected violations of the Agreement or AUP.  If we reasonably determine there is a breach of the Agreement or AUP, We may take action without liability to remedy the violation by: including, but not limited to, suspending, restricting or terminating your access to the Services; refusal to post or removing violating Content.  We will make reasonable efforts to notify you before taking such actions so that you may remedy the issue.  However, we reserve the right to act immediately, at our discretion, if we believe the Content or use of the Services would expose us to civil, regulatory, or criminal liability.  You agree to indemnify and hold harmless LionConference, Daphne Software Incorporated, and Our affiliates from any claims, liability, damages, or expenses arising from you or your users' violation of the Agreement or AUP.

 
13. Feedback
We thank you for any feedback or suggestions you submit to us regarding Our Services.  By submitting feedback or suggestions about our Services, you grant us a worldwide, nonexclusive, perpetual, irrevocable license to use, distribute, transmit, transfer, and publish any feedback you give Us for any purpose.  You agree that you are not entitled to any compensation or reimbursement of any kind from us for your feedback and that we can create and distribute any product or service that incorporates your feedback without compensating you or paying any royalties.  Further, you agree that We are not under any obligation of confidentiality with any feedback or suggestions that you submit to Us.
 
14. Privacy and Data Protection
We will not monitor Content except: (i) as needed to provide, support, or improve the Services, (ii) to investigate suspected fraud or misuse, (iii) where instructed or permitted by you, (iv) or as otherwise required by law or to exercise or protect Our legal rights.
 
The LionConference Privacy Policy is incorporated into the Agreement.  By accepting the Agreement, you agree to the collection, use, and sharing of information through the Services in accordance with the Privacy Policy.
 
You agree that we may contact you via email or otherwise with information relevant to your use of the Services and your payment obligations and notifications.  You also agree to have your name and/or email address listed in the header of certain communications you initiate through the Services.  Your name, email address, or phone number may also be present in logs provided to meeting hosts/presenters as well as during web conferences for identification.

We make no claim to your trade names, logos, and other trademarks or service marks and Content and We will not sell your Content to third parties.

 
15. Data Charges
You understand and accept that you are responsible for all data charges you incur by using our Services.
 
16. Disclaimer of Warranty
The Services are provided with all faults on an "as-is" basis.  We disclaim all warranties, whether expressed or implied, including the warranties that the Services are free of defects and able to operate on an uninterrupted basis, that the functionality of the Services will meet your requirements, or that errors in the Services will be corrected.  Further, We do not warrant or make any representations regarding the use or the results of the use of the Services in terms of their correctness, accuracy, reliability, or otherwise.  No oral or written information or advice given by Us or a representative of Us shall create a warranty or in any way increase the scope of any warranty that cannot be disclaimed under applicable law.  We have no liability with respect to your use of the Services.  We do not guarantee or provide warranty that our services, or third party services, will be compatible with your computer hardware or devices and disclaim all liability for the cost of hardware or devices that are not compatible with Our Services or third party services.
 
17. Limitation of Liability
To the maximum extent permitted by applicable law, in no event will you, or your respective parents, affiliates, directors, employees, distributors, suppliers, agents, or resellers be liable for any indirect, special, incidental, consequential, or exemplary damages arising out of or in any way relating to this Agreement, including, but not limited to lost profits, lost data, loss of goodwill, work cancellation, computer failure or malfunction, or any and all other commercial damages or losses, even if you have been advised of the possibility thereof, and regardless of the legal or equitable theory (contract, tort or otherwise) upon which the claim is based.
 
In no event shall you aggregate liability for losses or damages relating to or arising out of this Agreement exceeding the amount of the service fees actually paid by you.
 
18. Disputes
You agree to indemnify, defend, and hold harmless LionConference, Daphne Software Incorporated, Our employees, shareholders, officers, licensors, and contractors from and against all complaints, charges, claims, damages, losses, costs, liabilities, and expenses due to, arising out of, or relating in any way to your use of the Services, and content you post, upload, use, store, or transmit through the Services, your violation of the Agreement, your violation of the rights of any statutes, laws, rules, codes, or regulations.

Except where prohibited by law, LionConference, Daphne Software Incorporated, or our employees, shareholders, officers, licensors, and contractors, will not be liable for any indirect, special, punitive, incidental, exemplary, or consequential damages that result from the use of, or inability to use, the Services, any materials made available, the conduct of other users of the Services, even if We have been advised to the possibility of such damages.  You assume total responsibility for your use of the Services.  Your only remedy against us for dissatisfaction with the Services or any content is to stop using the Services.  If, not withstanding the Agreement, We are found liable to you for any damage or loss arising out of the use of our Services, Our liability shall not exceed the amount you paid for the Services.

In the event of litigation between you and LionConference (or Daphne Software Incorporated), you agree that the venue is the 4th Judicial District, in and for the County of Missoula, State of Montana, United States of America.  The Agreement will be construed under and governed by the laws of the State of Montana and the United States of America.

 
19. Fees, Taxes, and Payment Terms
You agree to pay all usage fees arising from your use, your meeting attendees'use, your users' use, and your meeting organizers' use of the Services (our standard schedule of fees based on your subscription and plan).  You further agree to pay for our Services ordered by you including additional or custom services.

Unless otherwise specified, you are responsible for and shall pay all applicable taxes.  This includes federal, state, and local taxes, fees, and charges imposed on Us or you through your use, your meeting attendees' use, your users' use, or your meeting organizers' use of the Services.

You agree to make all payments due within thirty (30) days of the date of the invoice or usage.  All fees due under this Agreement are payable in United States dollars (USD).  Payment obligations cannot be canceled and fees paid are nonrefundable.  If you are overdue on any payment and fail to pay within fifteen (15) business days of a notice of your overdue payment, we may charge and you must pay a late fee.  The late fee will be either 2% per month or the maximum amount allowable by law; whichever is less.  We may also suspend your account and access to the Services until you pay the overdue amount plus any late fees.

You must notify us in writing if you have a dispute with any portion of any fees paid or payable by you.  You must provide written notice to Us within sixty (60) days of the applicable charge.  Upon notification, We will work to resolve the dispute under the terms of this Agreement.  If you do not provide us written notification of a fee dispute within sixty (60) days, you will not be entitled to dispute any fees paid or payable by you.

 
20. Support
We will provide support for the Services through support tickets managed and maintained on our website as well as by email.  We cannot warranty or guarantee a response time to any inquiries, but We strive to respond to each inquiry within 24 hours.
 
21. Termination
This Agreement shall commence upon the date the terms and conditions of this Agreement are accepted by you and continue thereafter for twelve (12) months, unless sooner terminated pursuant to this Agreement.  Thereafter, this Agreement shall renew automatically for successive one year (12 month) terms.  Either party may terminate your account for any reason with thirty (30) calendar days prior notification.  This Agreement shall terminate automatically, if in accordance with Section 19 (Fees, Taxes, and Payment Terms), Service is interrupted for more than forty-five (45) calendar days.

Section 3 (License and Ownership), Section 4 (Confidentiality), Section 16 (Disclaimer of Warranty), Section 17 (Limitation of Liability), and Section 19 (Fees, Taxes, and Payment Terms) shall survive the expiration or termination of this Agreement.

 
22. Severability and Survival
If any part of the Agreement is hereafter held to be void, illegal, or unenforceable, the validity of the remaining portion or provisions will not be affected hereby.  Upon termination of this Agreement, you must cease any further use of the Services and destroy any copies of the LionConference software, provided to you, within your control.
 
23. Waiver
Failure or neglect to enforce any right under this Agreement will not be deemed to be a waiver of that right.
 
24. Complete Agreement
The Agreement supersedes all prior understandings regarding the same and represent the complete agreement between you and LionConference (unless supplemented by a custom, written agreement between you and Us).  We may change or modify the terms and conditions of the Agreement at any time and in our sole discretion.  If we make changes to the Agreement, we will provide notice of such changes on our Services, on our website, by emailing your email address on file, or updating the Date of Last Revision above.  Your continued use of the Services will confirm your acceptance of the revised terms and conditions of the Agreement.  If you do not accept or agree to the revised terms and conditions of the Agreement, you must stop using the Services.
 
 
 
 

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