Connexius, LLC TERMS OF SERVICE

NOTICE - PLEASE READ CAREFULLY. YOUR USE OF Connexius, LLC CONFERENCING SERVICES IS CONDITIONED UPON YOUR COMPLIANCE AND ACCEPTANCE OF THIS AGREEMENT. IF YOU DO NOT UNDERSTAND OR AGREE WITH THE TERMS AND CONDITIONS CONTAINED IN THIS AGREEMENT, DO NOT USE THE SERVICES.

This Agreement (the "Agreement") is between Connexius, LLC and "you" the individual or legal entity purchasing or opening an account for Services under this Agreement ("Customer"). By purchasing, accessing, installing or otherwise using the Services, you agree to be bound by this Agreement. Please read this agreement carefully prior to installing, accessing, or otherwise using the services and print and retain a copy of this Agreement for your records.

1. Description of Service:

• This Agreement governs the purchase and use of audio and web conferencing services and related products and services of Connexius, LLC ("Connexius, LLC Services") and its third party suppliers ('Third Party Services') (the Connexius, LLC Services and Third Party Services are referred to collectively as the 'Services'). You shall provide all user information necessary to enable Connexius, LLC the ability to create user profiles for each user you grant access to the Services. Connexius, LLC reserves the right to reclaim any access numbers ('Access Numbers') granted for Services if such Access Numbers are not utilized for 180 days. The term 'utilized' is defined as no usage on a specific number/service.
• Connexius, LLC agrees to provide the Customer with the service based on the terms of this Agreement.
• Connexius, LLC will use reasonable efforts to provide the Service at the date and time agreed to with the Customer. However, dates and times are estimates and Connexius, LLC has no liability for failure to meet any date or time.
• Connexius, LLC may, for operational reasons, change the codes or numbers utilized by Connexius, LLC to provide the Service or vary the technical specifications of the Service, provided any change to the technical specification does not materially affect the performance of the Service.
• Customer acknowledges 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.
• Connexius, LLC may temporarily suspend the Service for operational reasons such as maintenance, betterment or emergency.

2. Use of Service:

• Customer warrants and represents that it is the owner or licensee of any content that it uploads, records or otherwise transmits through the Services, including but not limited to photographs, caricatures, illustrations, designs, icons, articles, text, audio clips, and video clips (collectively, "Customer Content").
• Customer will not upload, record or otherwise transmit Customer Content that: (i) infringes any third party's copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy; (ii) violates any law, statute, ordinance or regulation (including without limitation the laws and regulations governing export control, unfair competition, anti-discrimination or false advertising); (iii) is defamatory, trade libelous, unlawfully threatening or unlawfully harassing; (iv) is obscene, harmful to minors or child pornographic; (v) contains any viruses, Trojan horses, worms, time bombs, cancelbots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information; or (vi) is materially false, misleading or inaccurate.
• It is the Customer's responsibility to obtain and keep in force any license necessary for the Customer to use the Service in any country it is provided.
• The Service may not be used:
• in violation of any legislation or license applicable to the Customer or that is any way fraudulent or unlawful.
• to send, knowingly receive, download, upload, use or re-use any material or information that is abusive, defamatory, in breach of confidence, obscene or menacing, in breach of copyright or privacy or any other rights.
• to damage Connexius,'s property, interfere with or disrupt Connexius,'s system or other users.
• Customer acknowledges and agrees Connexius, LLC does not control or monitor the content nor guarantee the accuracy, integrity, security or quality of such content.
• Recording or taping of the Service may subject you to laws or regulations and the Customer is solely responsible for and obligated to provide any required notification to participants prior to the commencement of said conference.
• The Customer is responsible for the acts and omissions of all users in connection with the Service and is liable for any failure by any user to perform or observe the Terms and Conditions of this Agreement.

3. Term and Termination:

The Term of this Agreement shall begin as of the first use of the Services and remain in effect until terminated in accordance with the provisions of this Agreement (the 'Term').

• Either party may terminate this Agreement if the other party commits a material breach of its obligations in relation to the Service, if the material breach is not cured within thirty (30) days of receipt of written notice or within seven (7) days after written notice if the breach is a payment breach from the non-breaching party.
• Either party may terminate this Agreement If either party commits a material breach in relation to the service and the material breach cannot be cured.
• Either party may terminate this agreement for any reason with fourteen (14) days advance notification in writing.
• Customer will pay for all Services rendered up to the date of termination and for Services rendered after termination. All use of Services after termination shall be billed at standard rates.

4. License.

Subject to Customer's compliance with the terms and conditions of this Agreement, Connexius, LLC hereby grants Customer a non-exclusive license during the applicable Term to use the Services. Except as specifically set forth herein, Connexius, LLC or its suppliers retain all right, title, and interest, including all intellectual property rights, relating to or embodied in the Services, including without limitation all technology, telephone numbers, web addresses, software, or systems relating to the Services. Customer agrees not to reverse engineer, decompile, disassemble, translate, or attempt to learn the source code of any software related to the Services. Customer agrees that use of Third Party Services is subject to the license agreement of such provider. Other than using the Services for conferences or meetings in which Customer are an active participant, Customer may not resell the Services or otherwise generate income from the Services.

5. Responsibility for Customer's Accounts.

Customer is responsible for maintaining the confidentiality of Customer's accounts, owner numbers, conference codes, passwords and personal identification numbers used in conjunction with the Services and for all uses of the Services in association with Customer's accounts whether or not authorized by Customer. Connexius, LLC does not sell products or services for children. Customer will not allow children under 18 to use the Services without the involvement of a parent or guardian. Customer agrees to immediately notify Connexius, LLC of any unauthorized use of Customer's account of which Customer become aware.

6. Responsibility for Communications.

Customer is the sole owner of content and solely responsible for the content of all communications (visual, written or audible) using Customer's accounts. Customer shall comply with all laws while using the Services; shall not transmit any communication that violates any law, court order, or regulation; shall not violate any third party rights in using the Services; and shall not use the Services in any way that damages Connexius, LLC's property or interferes with or disrupts Connexius, LLC's system or other users. Although Connexius, LLC is not responsible for any such communications, Connexius, LLC may suspend any such communications of which Connexius, LLC is made aware. Use of conference recording or taping any use of the Services by Customer may subject Customer to laws or regulations and Customer is solely responsible for and obligated to provide any required notification to participants prior to commencement of said conference. Customer acknowledges and agrees that Connexius, LLC has not and is not expected to provide Customer with any analysis, interpretation or advice regarding Customer's compliance with the above and does not control Customer's content nor guarantee the accuracy, integrity, security or quality of Customer's content.

7. Privacy and Data Use.

The information Connexius, LLC holds about Customer will be used to provide the Services and for identification, account administration, analysis and fraud/loss prevention purposes. Each party will comply with all applicable personal data protection and privacy laws where such party is located (the 'Data Protection Laws'). The parties acknowledge and agree that: (i) Connexius, LLC may have access to personal data under the Data Protection Laws and will: (a) use it solely for the purpose of providing the Services; (b) process it only in accordance with Customer's instructions; and (c) take appropriate technical and organizational measures to prevent unauthorized or unlawful processing, accidental loss, destruction or damage to it; (ii) personal data may be processed by Connexius, LLC and its affiliates throughout the world; and (iii) Customer is the data controller and retains full responsibility for the data processed on its behalf by Connexius, LLC acting as data processor. More details about how that information is used can be found in Connexius, LLC's privacy policy which governs Customer's visit to Connexius, LLC's Website and use of the Services.

8. Payments and Charges.

Customer agrees to make payment for all Services upon receipt of invoice, or such later date if specified on the invoice, to the location and in the manner directed on the invoice. Invoices not paid on a timely basis will be subject to interest or late fees in accordance with the Connexius, LLC finance policy applicable to Customer's location or the maximum legally allowable interest rate, whichever is lower. Customer must notify Connexius, LLC of any disputed charges within fifteen (15) days from the date of the invoice, otherwise Customer will be deemed to agree to such charges and Connexius, LLC will not be subject to making adjustments to charges or invoices. Customer acknowledges and agrees, that: (1) unless indicated otherwise, Services are charged by multiplying all inbound or outbound legs of all conferences by the applicable per minute rate; (2) Service rates specifically negotiated by Customer and agreed to by Connexius, LLC as indicated on Connexius,'s LLC invoices to Customer shall be deemed 'Negotiated Rates;' (3) Services that are not subject to Negotiated Rates, including conference legs to or from a location outside the host country and all taxes, fees, and surcharges, will be charged at Connexius, LLC'S standard rates ('Standard Rates'); (4) Customer may obtain Connexius, LLC'S Standard Rates through Customer's sales or account representative.

9. PRICE CHANGES.

CUSTOMER ACKNOWLEDGES AND AGREES THAT STANDARD RATES ARE SUBJECT TO CHANGE AT ANY TIME WITHOUT Connexius, LLC PROVIDING SPECIFIC NOTICE TO CUSTOMER BY Connexius, LLC POSTING NEW STANDARD RATES. CUSTOMER THEREFORE AGREES TO CHECK C0NNEXIUS LLC'S STANDARD RATES FROM TIME TO TIME AND IN EACH CASE PRIOR TO USING ANY SERVICES SUBJECT TO STANDARD RATES. NEGOTIATED RATES ARE SUBJECT TO CHANGE AT ANY TIME ON THIRTY (30) DAYS PRIOR WRITTEN NOTICE TO CUSTOMER OR AT ANY TIME WITHOUT PRIOR NOTICE TO CUSTOMER IN THE EVENT AN ACCOUNT REMAINS DORMANT (I.E., SERVICES ARE NOT USED) FOR A PERIOD OF TWELVE MONTHS OR LONGER. IN LIGHT OF THE PRICE CHANGING POLICIES HEREIN, CUSTOMER THEREFORE AGREES TO CAREFULLY REVIEW EACH INVOICE PRIOR TO MAKING PAYMENT AND TO NOTIFY Connexius, LLC OF ANY RATE DISPUTES WITHIN FIFTEEN (15) DAYS FROM THE DATE OF THE INVOICE, OTHERWISE CUSTOMER WILL BE DEEMED TO AGREE TO SUCH RATES AND TO HAVE WAIVED ANY RIGHTS TO DISPUTE THEM IF NOT RAISED WITHIN FIFTEEN (15) DAYS FROM THE DATE OF THE INVOICE.

10. Unpaid Charges.

In the event charges due are not timely paid in full for any reason, Connexius, LLC shall have the right to suspend all or any portion of the Services until such time as all charges and applicable interest amounts and/or late fees have been paid. In addition, if any outstanding invoice has not been paid in full within 45 days of the date due, Connexius, LLC may (i) increase the per minute or per use charge for any service by up to 15% beginning with Customer's usage on the 46th day in which the invoice was due; and (ii) charges and features that may have been waived in the past will no longer be waived, both of which may be done without any further notice. The new rates, if applied by Connexius, LLC, will continue in affect until a written agreement expressly lowering such rate is executed by an authorized representative of each party. This rate increase is in addition to any and all other rate increases allowed pursuant to these terms and conditions. Following such payment, Connexius, LLC may reinstate Services only upon satisfactory assurance of Customer's ability to pay for Services, including modified payment terms such as prepayment and/or accelerated invoicing. Such suspension shall not relieve Customer of any payment liability. Customer agrees to reimburse Connexius, for any costs, expenses, or fees expended by Connexius, in connection with any collection efforts against Customer, including reasonable internal and outside attorneys' fees.

11. Credit Checks, Taxes, Fees and Surcharges.

The provision of Services under this Agreement is subject to credit verification and acceptance by Connexius, LLC. Connexius, LLC may, in its sole discretion, request advanced payment, in whole or in part, from Customer or change its payment terms at any time. Connexius, LLC may cancel or re-schedule orders if Connexius, LLC determines, in its sole discretion, that Customer's financial condition or previous payment record so warrants such change. In addition to the rates for the Services, Customer shall pay all applicable fees, duties, tolls, administrative assessments, surcharges, or taxes now or hereafter attributable to the Services and included on Customer's invoice.

12. Assignment:

The Customer may not assign all or part of this Agreement to another party without the prior written consent of Connexius, LLC.

13. Limited Warranty:

ALL SERVICES PROVIDED BY Connexius, LLC ARE 'AS IS', 'WITH ALL FAULTS' AND WITHOUT ANY WARRANTY. CUSTOMER UNDERSTANDS AND AGREES THAT Connexius, LLC SERVICE AND WEB SITE ARE PROVIDED 'AS IS' AND 'AS AVAILABLE'. Connexius, LLC AND ITS SUPPLIERS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. Connexius, LLC MAKES NO WARRANTY OR REPRESENTATION REGARDING ANY INFORMATION, MATERIALS, GOODS OR SERVICES OBTAINED THROUGH Connexius,'S SERVICES OR WEBSITES OR THAT Connexius,'S SERVICES WILL MEET ANY OF THE CUSTOMER'S REQUIREMENTS OR BE UNINTERRUPTED, TIMELY, SECURE OR ERROR FREE. THE USE OF Connexius,'S SERVICES AND WEBSITES IS AT THE CUSTOMER'S SOLE RISK. Connexius, LLC IS NOT LIABLE FOR THE ACTS OR OMISSIONS OF OTHER SERVICE PROVIDERS, FOR ANY INFORMATION OR CONTENT OF COMMUNICATIONS, THIRD PARTY SERVICES, EQUIPMENT FAILURE OR CAUSES BEYOND Connexius,'S LLC REASONABLE CONTROL.

14. Limitation of Liability:

Connexius, LLC 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 Connexius, LLC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR LOSS, NOR SHALL ANY RECOVERY AGAINST Connexius, LLC 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).

15. Indemnification.

Customer shall indemnify, defend and hold Connexius, LLC, its suppliers, their affiliates and their officers, directors, employees (the 'Connexius,, LLC Indemnitees') harmless from any and all claims, actions, suits, proceedings, costs, expenses, damages and liabilities, including reasonable attorneys' fees, which arise out of or relate to: (1) Customer's use of the Services (including without limitation, any person accessing the Services using Customer's account); (2) any actual or alleged violation of this Agreement, any Order Form or any applicable law, rule or regulation by Customer or any person accessing the Services using Customer's account; (3) or any actual or alleged infringement or violation by Customer or any person accessing the Services using Customer's account of any intellectual property or privacy or other right of any person or entity.

16. Proprietary Information and Non-Disclosure.

Each party acknowledges that, in the course of performing its duties under this Agreement, it may obtain information relating to the business, the Services and to the other party that is of a confidential and proprietary nature ("Proprietary Information"). Such Proprietary Information may include, but is not limited to, trade secrets, know-how, inventions, techniques, processes, computer programs, schematics, data, customer lists, financial information and sales and marketing plans. Without limiting the foregoing, this Agreement and the pricing terms referenced herein shall be considered Proprietary Information of Connexius, LLC. Each party and its employees and agents shall at all times, during the term of this Agreement and thereafter, keep in trust and confidence all Proprietary Information and shall not use such Proprietary Information other than in the course of their duties under this Agreement, nor shall either party or its employees and agents disclose any of such Proprietary Information to any person without the other party's prior written consent. Nothing shall prevent or prohibit the receiving party from providing access to Confidential Information as may be required by law, rule or regulation provided that the receiving party gives as much notice as is reasonably practical and provides reasonable assistance to the disclosing party in challenging the disclosure so required by law, rule or regulation. Each party acknowledges that any such Proprietary Information received by the other party shall be received as a fiduciary of the other party. Each party further agrees to immediately return to the other party or destroy all Proprietary Information in the its possession, custody or control in whatever form held (including all copies of all written documents relating to that) upon termination of this Agreement or at any time, or from time to time, upon the request of the other party.

17. Trademarks and Trade Names.

Except as required for use of the Services, Customer has no right or license to use any of the trademarks or trade names owned by, licensed to or associated with Connexius, LLC and its suppliers (the "Marks") during the term of this Agreement without express written consent from Connexius, LLC. Despite prior approval, Customer will immediately cease and desist using the Marks upon notice from Connexius, LLC or upon termination of this Agreement for any reason. Any use by Customer of the Marks other than as described above will constitute a breach of this Agreement for which, in addition to any other remedies available at law or in equity, Connexius, LLC may terminate this Agreement. If Connexius, LLC elects to issue a press release pertaining to this Agreement, Connexius, LLC and Customer agree to cooperate in a joint press release, subject to both parties' prior review and approval, announcing the execution of this Agreement. Customer agrees to allow Connexius, LLC to name Customer as a client of Connexius, LLC in any marketing material Connexius, LLC may create from time to time. Connexius, LLC will not use Customer Marks, other than the corporate name of Customer, in any such materials without the prior written consent of Customer, which consent shall not be unreasonably withheld.

18. Intellectual Property.

The Services provided under this Agreement (including any custom application(s) developed for Customer and results from a collaboration) and all associated intellectual and proprietary rights are the sole property of Connexius, LLC and/or its suppliers.

19. Force Majeure:

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, Connexius, LLC 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.

20. Law and Jurisdiction:

The laws of the State of North Carolina shall govern this Agreement. The parties agree to submit to the exclusive jurisdiction of the state or federal courts located in or with responsibility for Guilford County, North Carolina to resolve any disputes arising hereunder.

21. Enforceability/Waiver:

If any part of this Agreement is determined to be invalid or unenforceable, then such invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the allocation of risks, and the remainder of the Agreement will continue in effect. If any provision(s) is found to be contrary to law, then such provision(s) will be construed, as nearly as possible, to reflect the intentions of the parties with the other provisions remaining in full force and effect. Connexius, LLC's failure to exercise or enforce any right or provision of this Agreement will not constitute a waiver of such right or provision unless agreed to by Connexius, LLC in a non-electronic writing manually signed by a duly authorized representative of Connexius, LLC. If there is any law, rule, regulation or policy that causes Connexius, LLC to be regulated or that causes the Agreement, Order Form or Services to be in conflict with such law, rule, regulation or policy, Connexius, LLC may terminate or modify the affected Services without liability.

22. Entire Agreement:

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.

23. Modification:

Connexius, LLC may, at any time, amend the provisions of this Agreement. Any amendment proposed by Customer may only be accepted by Connexius, LLC in a non-electronic writing manually signed by authorized representatives of the parties. Notwithstanding anything in this Section to the contrary, if Connexius, LLC posts amended terms on its Website, such terms will automatically become effective ten (10) days after they are posted on the Website. By using the Services after such revised terms are posted, Customer agrees to be bound by any such amended provisions. Therefore, Customer agrees to periodically visit the Website to examine the then-current Agreement.

Revised March 2010