Session Participant Agreement
YOU HAVE ASKED TO BE CONNECTED TO ONE OR MORE ELLUMINATE LIVE! SESSIONS ("SESSIONS"), WHICH SESSIONS ARE PROVIDED SUBJECT TO, AND UPON THE TERMS SET OUT BELOW AND ON CONDITION THAT YOU ACCEPT SUCH TERMS.
BY CLICKING ON THE I AGREE BUTTON BELOW, YOU ARE AGREEING TO BE BOUND BY AND TO ABIDE BY THESE TERMS (INCLUDING THE DISCLAIMERS AND LIMITATIONS OF LIABILITY CONTAINED HEREIN). IF YOU DO NOT AGREE TO SUCH TERMS, DO NOT USE THIS SOFTWARE.
The Sessions are being provided by the party who invited you to attend same and such party has entered into an agreement with Elluminate Inc. ("Elluminate") to utilize Elluminate's services, software, documentation and other materials ("Services") to enable such party to host the Sessions. This Session Participant Agreement ("Agreement") is supplementary to, and in no way amends, replaces or supercedes, the agreement between Elluminate and such party. This Agreement is between you and Elluminate.
Legal Age: If you are residing in a jurisdiction which restricts the use of internet-based applications according to age, or which restricts the ability to enter into agreements such as this Agreement according to age and you are under such a jurisdiction and under such age limit, you may not participate in the Sessions or use the Services. Furthermore, if you are residing in a jurisdiction where it is forbidden by law to offer or use software for internet telephony, you may not participate in the Sessions or use the Services. By participating in the Sessions you are explicitly stating that you have verified in your own jurisdiction if your participation in the Sessions and use of the Services is allowed.
Modifications: Elluminate may modify this Agreement from time to time and such modification shall be effective upon posting by Elluminate at www.elluminate.com/license_agreement.jsp. You agree to be bound to any changes to this Agreement when you participate in the Sessions or use the Services after any such modification is posted.
Limitations on Use: You may connect to, and participate in, the Sessions and use the Services solely for the purpose of participating in the Sessions in the manner approved by the party who invited you to participate. You shall not sublicense, lend or lease the Sessions or the Services or otherwise make the Sessions or the Services available to any third party. You shall not permit the Sessions or the Services to be subject to any timesharing, services bureau, subscription services, or rental activities. You may not use, copy, modify, transfer, download, merge, make any translation or derivative work or otherwise deal with any aspect of the Sessions or the Services except as expressly set out in this Agreement. To the fullest extent allowed by law, you agree not to cause or permit the disassembly, reverse compilation or other decoding of any aspect of the Sessions or the Services.
Content of Communications: You are solely responsible for the content of any communications by you with third parties, including any communications made through the Sessions or by using the Services. Elluminate does not condone or allow spam. You agree that you will not use the Sessions or the Services to send unsolicited commercial or other e-mail. You shall not, directly or indirectly, send, submit, post, receive or otherwise facilitate, or in anyway use, or permit to be used, the Sessions or the Services to send, submit, post, receive or otherwise facilitate the transmission of any materials that are abusive, obscene, profane, sexually explicit, threatening, or materials containing blatant expressions of bigotry, racism or hate. You shall comply with all state, provincial, federal and local laws (including, but not limited to export/import laws and laws relating to privacy, obscenity, copyright, trademark, confidential information, trade secret, libel, slander or defamation). Although Elluminate is not responsible for any such communications, we may delete any such communications of which we become aware, at any time without notice to you. You agree and acknowledge that you shall be responsible and liable for all uses made by yourself of the Sessions or the Services.
Elluminate's Intellectual Property: You acknowledge that by participating in the Sessions you will be exposed to and may use, directly or indirectly, the Services of Elluminate or its licensors (including certain methods, processes or techniques utilized in same, as well as certain patents, design rights, copyrights, trademarks and trade secret rights therein), which are proprietary to and embody the valuable confidential information and trade secrets of Elluminate or its licensors and are protected by intellectual property and other laws and international treaties. This Agreement does not transfer any title or ownership rights to you.
Access to Internet: You acknowledge and agree that you are responsible for obtaining your own access to the Internet and that Elluminate shall not provide such access or any services in relation thereto. You acknowledge and agree that access to the Sessions or the Services may not be available from time to time, may be terminated in whole or in part at any time and without notice, and that Elluminate shall not, in any event, be responsible to you in any way should you be unable to access the Sessions or the Services at any time, or from time to time.
Unsecured Environment: You acknowledge and agree that most information shared or communicated between you and Elluminate through the Sessions or the Services occurs in an unsecured environment, is not treated as confidential, and may be intercepted and read by others. You agree that Elluminate is not liable for any damages related to communications to or from the Sessions or the Services.
Information You Share with Elluminate: You agree with respect to any information that you provide to Elluminate (other than during your use of the Services or during a Session) that: (i) Elluminate has no obligation concerning such information; (ii) the information is non-confidential; (iii) Elluminate may use, disclose, distribute or copy the information and may use any ideas, concepts or know-how contained in the information for any purpose; and (iv) the information is truthful and disclosure of the information does not violate the legal rights of others.
User ID's and Access Codes: You acknowledge and agree that the user identification or access code provided to you so that you may access, utilize or otherwise employ the Sessions or the Services are to be kept secret and confidential. You shall not disclose your user identification or access code to any other party without the express written permission of Elluminate. You acknowledge and agree that you shall be responsible for each and every access, use or employment of the Sessions or the Services that occurs in conjunction with your user identification or access code.
Elluminate's Systems: You agree that you will not attempt to enter restricted areas of Elluminate's computer system or perform functions that you are not authorized to perform pursuant to this Agreement.
Resellers and Partners: Where the Sessions or the Services are provided through one of our partners or resellers of our services, you hereby consent to Elluminate providing your information related to the provision of the Sessions and the Services to you to such partner or reseller to enable Elluminate and such partner or reseller to administer your relationship and to provide the Sessions and the Services to you.
DISCLAIMER: EXCEPT AS OTHERWISE EXPLICITLY SET OUT HEREIN, ELLUMINATE EXPRESSLY DISCLAIMS ANY AND ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS CONCERNING THE SESSIONS OR THE SERVICES, INCLUDING ANY AND ALL REPRESENTATIONS, WARRANTIES OR CONDITIONS OF DESIGN, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, NON-INFRINGEMENT OR PERFORMANCE AND ANY AND ALL REPRESENTATIONS, WARRANTIES OR CONDITIONS THAT MIGHT OTHERWISE ARISE DURING THE COURSE OF DEALING, USAGE OR TRADE AND THOSE WHICH MAY BE IMPLIED BY LAW. THIS AGREEMENT SETS OUT THE ENTIRE EXTENT OF ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS IN RESPECT OF THE SESSIONS AND THE SERVICES AND NO AGENT OF ELLUMINATE IS AUTHORIZED TO ALTER SAME. ALL ALTERATIONS SHALL BE IN WRITING AND SIGNED BY ELLUMINATE.
RESPONSIBILITY: YOU ASSUME ALL RESPONSIBILITY AND RISK FOR USE OF THE SESSIONS AND THE SERVICES.
LIMITATION OF LIABILITY: IN NO EVENT SHALL ELLUMINATE OR ANY OF ITS DIRECTORS, OFFICERS, EMPLOYEES, SHAREHOLDERS OR AGENTS BE LIABLE FOR ANY GENERAL, INCIDENTAL, DIRECT, INDIRECT, PUNITIVE, EXEMPLARY, CONSEQUENTIAL OR OTHER DAMAGES WHATSOEVER (INCLUDING DAMAGES FOR LOSS OF PROFITS, INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) IN CONNECTION WITH ANY CLAIM, LOSS, DAMAGE, ACTION, SUIT OR OTHER PROCEEDING ARISING UNDER OR OUT OF THIS AGREEMENT, INCLUDING WITHOUT LIMITATION YOUR USE OF, RELIANCE UPON, ACCESS TO, OR EXPLOITATION OF THE SESSIONS OR THE SERVICES, OR ANY PART THEREOF, OR ANY RIGHTS GRANTED TO YOU HEREUNDER, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER THE ACTION IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OR OTHERWISE.
THE CONSIDERATION BEING PAID HEREUNDER DOES NOT INCLUDE ANY CONSIDERATION FOR ELLUMINATE TO ASSUME ANY RISKS BEYOND THOSE EXPRESSLY ASSUMED HEREIN AND IF ANY SUCH RISKS WERE TO BE ASSUMED BY ELLUMINATE, ELLUMINATE WOULD NOT HAVE ENTERED INTO THIS AGREEMENT WITHOUT CHARGING SUBSTANTIALLY HIGHER FEES.
NOTWITHSTANDING ANY OTHER PROVISION CONTAINED HEREIN, ELLUMINATE AND ITS DIRECTORS, OFFICERS, EMPLOYEES, SHAREHOLDERS AND AGENT'S TOTAL MAXIMUM AGGREGATE LIABILITY UNDER THIS AGREEMENT AND THE LICENSE AND USE OF THE SERVICES, SOFTWARE OR DOCUMENTATION UNDER ANY AND ALL CIRCUMSTANCES, ARISING IN ANY MANNER WHATSOEVER, SHALL BE LIMITED TO THE GREATER OF: (A) FIVE ($5.00) US DOLLARS, OR (B) THE LICENSE FEES ACTUALLY PAID BY YOU TO ELLUMINATE UNDER THIS AGREEMENT IN THE ONE YEAR PERIOD IMMEDIATELY PRECEDING THE FINAL ACT OR EVENT WHICH GAVE RISE TO SUCH LIABILITY.
SOME JURISDICTIONS DO NOT ALLOW FOR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
Assignment: You shall not assign this Agreement or any of your rights hereunder without the prior written consent of Elluminate. The Sessions and the Services may be amended, revised, replaced or terminated, in whole or in part, by Elluminate, at its sole discretion, at any time and from time to time, without notice.
Termination: You may terminate this Agreement at any time by stopping your participation in the Sessions and your use of the Services. Elluminate may, at its sole discretion, at any time and from time to time, without notice, suspend your right to participate in the Sessions or use any of the Services and/or terminate this Agreement or any of the licenses granted hereunder. Upon termination of this Agreement, you shall immediately cease and desist participating in the Sessions or using the Services. Your obligations under this Agreement shall survive any termination of this Agreement.
Entire Agreement: This Agreement contains the entire understanding and agreement between us respecting the subject matter hereof. This Agreement may not be supplemented, modified, amended, released or discharged except in the manner described above or by an instrument in writing signed by each party's duly authorized representative. All captions and headings in this Agreement are for purposes of convenience only and shall not affect the construction or interpretation of any of its provisions. Any waiver by either party of any default or breach hereunder shall not constitute a waiver of any provision of this Agreement or of any subsequent default or breach of the same or a different kind. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods is specifically excluded from application to this Agreement.
Governing Law: The validity, interpretation, construction and performance of this Agreement shall be governed by the laws in the Province of Alberta (without reference to conflicts of laws principles). The Services shall be deemed to be provided from Alberta, Canada, and this Agreement to be, in all respects, an Alberta contract.
Severability: Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction will, as to that jurisdiction, be ineffective to the extent of the prohibition or unenforceability without invalidating the remaining provisions of this Agreement and any prohibition or unenforceability in any jurisdiction will not invalidate or render unenforceable that provision in any other jurisdiction. For any provision severed there will be deemed substituted a like provision to accomplish the intent of the parties as closely as possible to the provision as drafted, as determined by any court or arbitrator having jurisdiction over any relevant proceeding, to the extent permitted by the applicable law.
Choice of Language: The parties have requested that this Agreement and all documents relating thereto be drawn up in English. Les parties conviemment avoir requis que ce contrat de même que tous les documents s'y rattachant soient redigés en anglais seulement.
© 2007 Elluminate, Inc. All Rights Reserved.