Terms of Service
Effective as of 11/1/19
This is a legal agreement between the person or organization using, purchasing, or opening an account for Services (“Customer” or “you”) and Vast Communications LLC d/b/a Vast Conference (“Vast”).
IMPORTANT – READ CAREFULLY: YOUR USE OF AND ACCESS TO THE WEBSITE AND PRODUCTS AND SERVICES AND ASSOCIATED SOFTWARE OF VAST AND ITS AFFILIATES IS CONDITIONED UPON YOUR COMPLIANCE WITH AND ACCEPTANCE OF THESE TERMS, WHICH INCLUDE YOUR AGREEMENT TO ARBITRATE CLAIMS. PLEASE REVIEW THOROUGHLY BEFORE ACCEPTING.
BY ACCESSSING, INSTALLING OR USING VAST’S SERVICES, WHETHER AS A PAID CUSTOMER OR FREE USER, YOU ARE AGREEING TO BE BOUND BY AND ACCEPT THESE TERMS AND CONDITIONS AND ALL EXHIBITS, ORDER FORMS AND INCORPORATED POLICIES (“THE AGREEMENT”). IF YOU DO NOT AGREE WITH THESE TERMS, DO NOT USE THE SERVICES.
This Agreement governs the purchase and use of audio, video and web conferencing services and related products and services of Vast (“Vast Services”) and its third-party suppliers (“Third-Party Services”) (the Vast Services and Third-Party Services are referred to collectively as the “Services”). 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. 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. 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 affirm that you are of legal age and are otherwise fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in this Agreement, and to abide by and comply with this Agreement. Although Vast cannot absolutely control whether minors gain unauthorized access to the Services, access may be terminated without warning if Vast believes that you are underage or otherwise ineligible.
Section 1: Services
Vast will provide the Services as described on the Order Form, and standard updates to the Services that are made generally available by Vast during the Term. Vast may, in its sole discretion, discontinue the Services or modify the features of the Services from time to time without prior notice.
Section 2: Term and Termination
a) Term: The term of this Agreement, whether you order through an online registration page or an order form (each an “Order Form”) shall remain in effect until terminated in accordance with the provisions of this Agreement (the “Term”).
b) Termination: Either customer or Vast may terminate this Agreement at any time for convenience. This Agreement will continue to govern Order Forms entered into before the end of the Term where completion of those Order Forms extends beyond the Term. If you fail to comply with any provision of this Agreement, Vast may terminate this Agreement immediately and retain any fees previously paid by you. Upon any termination of this Agreement, you must cease any further use of the Services. 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.
Section 3: Billing and Payment
a) Billing: By using the Services, you agree to pay for all Service usage and subscriptions at the prices 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. 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 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. Vast reserves the right to change prices at any time provided, however, that Vast will provide you with prior notice and an opportunity to terminate this Agreement. Unless otherwise agreed, all fees paid to Vast are non-refundable.
b) Method of Payment: You agree that Vast may charge your credit card or other payment mechanism selected by you and approved by Vast all amounts due for services and send a statement to your address or email on record. You further agree that Vast may submit additional charges for the use of the Services each month, quarter, or year, as applicable, in accordance with this Agreement, without further authorization from you. When you provide your credit card, you represent and warrant to Vast that you are the authorized user of your designated card. You agree to promptly notify Vast of any changes to your designated card, account number, its expiration date, or your billing address, as applicable, and you agree to notify Vast if such designated card expires or is cancelled for any reason.
c) Subscriptions: All subscriptions automatically renew under the previously agreed terms, but at the then-current renewal price for the applicable Vast subscription plan, except as otherwise noted herein, unless Vast receives prior notice from you terminating this Agreement or an Order Form. All subscription changes and terminations must be completed from within your account online using the administration portal. The annual subscription plan fees associated with Vast’s annual subscription plans for the Services represent payment for twelve consecutive months of the Services 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 Services 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 subscription 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 the Services within 30 days prior to the anniversary of the Annual Activation Date.
d) Free Trial Period: From time to time, Vast may allow users to subscribe pursuant to a promotional offer granting a free trial for the Services (“Free Trial”). Free Trial subscribers will receive free use of the Services solely for a limited period of time, and all use of the Services 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.
e) Taxes, Fees, and Surcharges: You will pay, and Vast reserves the right to collect in arrears, all sales, use, consumption, goods and services, excise, or other taxes (other than taxes based upon Vast net income), fees surcharges, charges for universal support mechanisms (including without limitation any and all federal or state Universal Service Fund charges) or other charges of any nature whatsoever, now or hereafter imposed or assessed on Vast by any foreign, federal, state/provincial, county or local government authority upon or with respect to the Services provided. Additionally, you will pay, and Vast reserves the right to collect in arrears, any cost recovery fees Vast assesses to cover the administration and collection of taxes, fees, and surcharges. You shall indemnify Vast against any payments made by Vast which are your responsibility under this paragraph. If you claim exemption from charges, you must provide Vast with a current, valid exemption certificate from the applicable regulatory authority.
Section 4: Use of Service and Your Responsibilities
a) Responsibility and Prohibition: You may only use the Services pursuant to the terms of this Agreement. You are solely responsible for your and your hosts, moderators, guest speakers, and all other meeting attendees (collectively, “Participants”) use of the Services and will not use such 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) engage in any activity or use the Services in any manner that could damage, disable, overburden, impair or otherwise abuse, interfere with or disrupt the Services, user accounts, or any servers or networks connected to the Services or Vast’s security systems; (iii) market, or resell the Services to any third party; (iv) use the Services in violation of applicable laws, or regulations, including but not limited to anti-spam, export control, privacy, and anti-terrorism laws and regulations and laws requiring the consent of subjects of audio and video recordings and transcriptions; (v) use the Services to send unauthorized advertising, or spam; for autodialing, extensive or continuous call forwarding, telemarketing, fax or voicemail broadcasting, or fax or voicemail blasting purposes; (vi) harvest, collect, or gather user data without their consent; (vii) use the Services to communicate any message or material that is harassing, libelous, threatening, obscene, indecent, would violate the intellectual property rights or privacy of any party 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; (viii) use the Services, or permits it to be used, for purposes of product benchmarking or other comparative analysis intended for publication without Vast’s prior written consent; (ix) use the Services to develop or enhance any software, software code, or any derivative works of any software without Vast’s prior written consent; (x) use the Services as a direct competitor of Vast or for the purpose of monitoring the Services’ availability, performance, functionality or for any other benchmarking or competitive purposes; or (xi) crawl, “scrape,” or “spider” any page, data, or portion of or relating to the Services (through use of manual or automated means).
b) Limitations on Use: Vast shall at all times serve as the Responsible Organization for all toll-free numbers used to access the Services. You are advised and expressly agree that, by obtaining the Services hereunder, you do not acquire any ownership interest, intellectual property right, right of control, right to port or other interest of any kind in any telephone number used to access the Services, including without limitation any toll-free number. You further acknowledge that any access number, including without limitation a toll-free number, assigned by Vast to you shall be utilized by you solely to access the Services and may be withdrawn or exchanged by Vast for another access number at Vast’s discretion upon notice to you. Your right to use a telephone number provided by Vast, including without limitation any toll-free number, shall end automatically and immediately upon the expiration or termination of the Agreement. Customers shall use the Services in a reasonable manner given the business purpose as determined by Vast in its sole and absolute discretion. Vast offers “unlimited” audio calling subscriptions and metered audio subscriptions (“Calling Plans”). The Calling Plans are for normal and reasonable business use; unreasonable use is prohibited. Use of the Calling Plans may qualify as unreasonable if you (i) engage in business activities that involve continual, uninterrupted, or consistently excessive use, (ii) make any misrepresentations to Vast that materially affect volume or type of use, (iii) engage in fraudulent or illegal use, including any activity that violates telemarketing laws or regulations, or (iv) use Vast in any manner that harms Vast’s network or facilities or interferes with the use of the service by other Customers (“Reasonable Use Standard”). Use that is inconsistent with the types and levels of usage by typical business customers on the same plan may be used as an indicator of abnormal or unreasonable use, including but not limited to abnormal call lengths, frequency, duration, or calling patterns that indicate an attempt to evade enforcement of the Reasonable Use Standard. Vast reserves the right to review your use to determine if it is consistent with this Reasonable Use Standard. In the event Vast determines that you may be engaging in unreasonable use, Vast may discuss the use with you and will determine the appropriate remedy. Such remedies may include moving you to an appropriate Calling Plan, terminating certain Participants, otherwise modifying, suspending, or terminating your access to the Services.
c) Your Content: You agree that you are solely responsible for the content (“Content”) sent or transmitted by you or displayed or uploaded by you in using the Services and for compliance with all laws pertaining to the Content, including, but not limited to, laws requiring you to obtain the consent of a third party to use the Content and to provide appropriate notices of third party rights. You represent and warrant that you have the right to upload the Content to Vast and that such use does not violate or infringe on any rights of any third party. Under no circumstances will Vast be liable in any way for any (a) Content that is transmitted or viewed while using the Services, (b) errors or omissions in the Content, or (c) any loss or damage of any kind incurred as a result of the use of, access to, or denial of access to Content. Although Vast is not responsible for any Content, Vast may delete any Content, at any time without notice to you, if Vast becomes aware that it violates any provision of this Agreement, or any law. You retain copyright and any other rights you already hold in Content which you submit, post or display on or through, the Services. You agree to defend, indemnify and hold us harmless from damages or liabilities related to the Content.
d) Recordings: Certain Services provide functionality that allows you to record audio and data shared during sessions. You are solely responsible for complying with all applicable laws in the relevant jurisdictions while using recording functionality. We disclaim all liability for your recording of audio or shared data, and you agree to defend, indemnify and hold us harmless from damages or liabilities related to the recording of any audio or data.
Section 5: Intellectual Property
The Services provided under this Agreement and all associated intellectual and proprietary rights are the sole property of Vast and/or its suppliers. Further, except as required for use of the Services, you have no right or license to use any of the trademarks or trade names owned by, licensed to or associated with Vast and its suppliers (the “Vast Marks”) during the term of this Agreement without express written consent from Vast. Despite prior approval, you will immediately cease and desist using the Vast Marks upon notice from Vast or upon termination of this Agreement for any reason. Any use by you of the Vast 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, Vast may terminate this Agreement.
Vast welcomes feedback regarding many areas of Vast’s Services, including its websites. Any ideas, suggestions, comments and/or other feedback you provide to Vast (“Feedback”) shall be deemed to be non-confidential and Vast shall be free to use such information on an unrestricted basis. The following terms shall apply to submissions of all Feedback: You agree that: (i) all submissions and their contents will automatically become the property of Vast, without any compensation; (ii) Vast may freely and irrevocably use, disclose, reproduce, license, sublicense, distribute or redistribute and otherwise commercialize the submissions and their contents for any purpose and in any way throughout the world, without royalty; (iii) there is no obligation for Vast to review the submission; and (iv) there is no obligation to keep any submissions confidential. For the avoidance of doubt, you will not submit any Feedback to Vast that (i) you have reason to believe is subject to any patent, copyright, or other intellectual property claim or right of any third party; or (ii) that is subject to license terms that seek to require any Vast product incorporating or derived from any Feedback, or other Vast intellectual property, to be licensed to or otherwise shared with any third party.
Section 6: No Warranties
ALL SERVICES PROVIDED BY VAST ARE “AS IS”, “WITH ALL FAULTS” AND WITHOUT ANY WARRANTY. CUSTOMER UNDERSTANDS AND AGREES THAT VAST SERVICE AND WEBSITE ARE PROVIDED “AS IS” AND “AS AVAILABLE”. VAST, ITS AFFILIATES, SUPPLIERS, AND RESELLERS 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 ACTS OR OMISSIONS OF OTHER SERVICE PROVIDERS, FOR ANY INFORMATION OR CONTENT OF COMMUNICATIONS, THIRD-PARTY SERVICES, OR EQUIPMENT FAILURE.
Section 7: Limitation of Liability
TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES WILL VAST, ITS AFFILIATES, OR ITS SUPPLIERS, BE LIABLE FOR ANY INDIRECT, EXEMPLARY, SPECIAL, PUNITIVE, CONSEQUENTIAL, OR INCIDENTAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS OR DAMAGE) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SERVICES OR THE PROVISION OF OR FAILURE TO PROVIDE TECHNICAL OR OTHER SUPPORT SERVICES, REGARDLESS OF THE LEGAL THEORY OF RECOVERY, EVEN IF VAST HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 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).
Section 8: Indemnification
You shall indemnify, defend and hold Vast, its affiliates, officers, directors, employees, consultants, agents, suppliers, or resellers harmless from any and all third-party claims, actions, suits, proceedings, costs, expenses, damages and liabilities, including reasonable attorneys’ and related fees that arise out of or relate to Customer’s use of the Services (including and without limitation, any individual accessing the Services using the Customer’s account), any actual or alleged violation of this Agreement, any Order Form or applicable law, any infringement or violation by Customer or any individual accessing the Services using Customer’s account of any intellectual property, privacy or other right of any individual or entity.
Section 9: Governing Law; Binding Arbitration; Disputes
This Agreement is governed by and will be construed under the laws of the State of California. You agree that any claim or controversy arising out of or relating to the use of the Services or the property, products or services of 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 in English 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 County, 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.
Section 10: Miscellaneous
a) Modification: Vast may elect to change or supplement the terms of this Agreement from time to time at its sole discretion. Vast will exercise commercially reasonable business efforts to provide notice to you of any material changes to this Agreement. Within ten (10) business days of posting changes to this Agreement (or ten (10) days from the date of notice, if such is provided) they will be binding on you. If you do not agree with the changes, you should discontinue using the Services. If you continue using the Services after such ten-business-day period, you will be deemed to have accepted the changes to the terms of this Agreement.
b) Severability: If any provision herein is held by a court to be illegal, invalid or unenforceable, the remaining terms shall not be affected or impaired thereby, and the illegal, invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original position and the allocation of risk.
c) Waiver: Any failure by a party to comply with this Agreement may be waived by the other party, but any such waiver must be in writing signed by the waiving party and will not be deemed a waiver of any subsequent failures or of any other obligations, agreements or conditions contained herein.
c) Independent Contractors: The parties’ relationship to each other shall be that of independent contractors and nothing in this Agreement creates a partnership, agency, fiduciary or employment relationship between the parties.
d) Assignment: You may not assign, delegate or transfer this Agreement or your rights or obligations hereunder, or your Services account, in any way (by operation of law or otherwise) without Vast’s prior written consent. We may transfer, assign, or delegate this Agreement and our rights and obligations without consent.
e) Privacy: Vast’s Privacy Policy is incorporated into this Agreement and shall be considered part of this Agreement.
f) Survival: Sections 2 through 11, inclusive, shall survive any termination of this Agreement.
g) Publicity: If Vast elects to issue a press release pertaining to this Agreement, Vast and you agree to cooperate in a joint press release, subject to both parties’ prior review and approval, announcing the execution of this Agreement. You agree to allow Vast to name you as a client of Vast in any marketing material Vast may create from time to time. Vast will not use your trademarks or trade names, other than the corporate name and/or logo or solely to the extent used in Vast’s internal business communications and/or presentations, in any marketing materials without your prior written consent, which shall not be unreasonably withheld.
h) Order of Precedence: If there is a conflict between or among the documents applicable to this Agreement, the order of precedence for resolving the conflict is (in descending order): (a) a fully signed Order Form, but only for purposes of that particular Order Form; (b) the body of this Agreement; and (c) the exhibits, schedules and other attachments to this Agreement.
Section 11: 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. 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 Agreement may be agreed to online, or executed by electronic signature or in counterparts, each of which will be deemed an original, but all of which together will constitute one and the same document. No person or entity, except for Third Party Services, not a party to the Agreement will be a third-party beneficiary.
