Terms of Use

MeetingSense Inc., dba MeetingSense Software Corporation On-Demand Terms of Service

ACCEPTANCE OF TERMS

Welcome to the MeetingSense On-demand service, including downloadable software known as “MeetingSense Capture” (“Service”). Your use of the Service is subject to these Terms of Service. This is a legal agreement (“Agreement”) between You and MeetingSense, Inc. dba MeetingSense Software Corporation (“MeetingSense”), a California Corporation, for use of the MeetingSense On-demand service. “You” refers to any individual who agrees to the “I accept the Terms of Service” checkbox option on the Service homepage or while registering for the Service, or, if the Service is being used on behalf of an entity by an individual authorized to agree to such terms on behalf of such entity, then “You” refers to such entity. If You do not agree with the terms of this Agreement, do not select the Terms of Service checkbox and do not use the Service. MeetingSense reserves the right to update and change this Agreement from time to time without notice or acceptance by You. The Agreement will also be applicable to the use of the Service on a trial or personal use basis. By using the Service, You signify Your irrevocable acceptance of this Agreement.

The website and any downloadable software associated with the Service are protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties.

DESCRIPTION OF SERVICE
The Service includes, and is limited to, a web-based and downloadable computer software program that can be installed and run on Your desktop, laptop, or mobile device (known as “MeetingSense WebCapture, the Outlook and SkypeCapture plugins”), and a web site allowing You access to and use of a single MeetingSense Account, with Support from MeetingSense. “MeetingSense On-demand” referred to herein means the MeetingSense Software, a server-based software product, which includes a web and downloadable software component as described above, hosted on a website that allows individuals or groups of individuals to capture, automatically summarize, distribute, and then track and manage online every piece of information shared during meetings including digital audio, participants roll call, documents and files, meeting notes, agenda items, key points and decisions, alerts, comments, action items and much more. A “MeetingSense On-demand Account” or “Account” referred to herein means a web site and downloadable software component, provided by MeetingSense in exchange for Your payments, where You may use MeetingSense On-demand to create, update, share, and publish information, data, text, files and documents, software, messages or other materials (“Content”). “Support” referred to herein means basic technical support from MeetingSense, available via electronic mail (email), website support found online: http://ms5.meetingsense.com/support/, and via telephone for premium support handled during MeetingSense’s normal operating business hours. MeetingSense explicitly DOES NOT provide telephone support outside its normal operating business hours.

Without limiting the foregoing, the Service, including the downloadable component, is not designed or licensed for use in hazardous environments requiring fail-safe controls, including without limitation operation of nuclear facilities, aircraft navigation/communication systems, air traffic control, and life support or weapons systems.

Unless explicitly stated otherwise, any new features that augment or enhance the current Service, including the downloadable component, and the release of new tools and resources, shall be subject to the Agreement. In order to use the Service, You must obtain access to the World Wide Web, either directly or through devices that access web-based content, and pay any service fees associated with such access. In addition, You must provide all equipment necessary to make such connection to the World Wide Web, including a computer and modem or other access device. You also understand and agree that the service includes a required downloadable software component and may include certain communications from MeetingSense, such as service announcements, administrative messages, update alerts, etc., and that these communications are considered part of the Service and You will not be able to opt out of receiving them. You agree not to access the Service, including any downloadable components, by any means other than through the interfaces that are provided by MeetingSense for use in accessing the Service. MeetingSense will provide the Service in accordance with this Agreement. MeetingSense may at its sole discretion modify the features of the Service from time to time without prior notice.

REGISTRATION
In order to use the Service, You must have a valid Account. To acquire an Account for the Service, You must provide MeetingSense with an electronic mail address and other information (“Registration Data”). You will choose an account designation for Your Account during the Service’s registration process. You are responsible for maintaining the confidentiality of the access data for Your Account, and are fully responsible for all activities that occur under Your Account. You agree to (a) immediately notify MeetingSense of any unauthorized use of Your Account or any other breach of security, and (b) ensure that You exit from Your Account at the end of each session. MeetingSense cannot and will not be liable for any loss or damage arising from Your failure to comply with this section. In consideration of use of the Service, You agree to: (a) provide true, accurate, current and complete information about Yourself as prompted by the Service’s registration form, and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. MeetingSense assumes no duty to verify such information as further detailed in CONTENT OF THE SERVICE. If You provide any information that is untrue, inaccurate, not current or incomplete, or MeetingSense has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, MeetingSense has the right to suspend or terminate Your Account and refuse any and all current or future use of the Service (or any portion thereof). If You register to use the Service on a free-trial basis, You will also have to go through the registration process. If You are under 18 years of age then You are required to have a parent or guardian review and complete the registration process on your behalf.

BILLING/PAYMENT TERMS
For the first thirty (30) calendar days after You register (the “Trial Period”), MeetingSense will provide You the Service without charge, for an unlimited number of “Users” (user names defined by You, associated with specific humans with electronic mail addresses and passwords, who may utilize Your Account). You may, but are under no obligation to, provide a credit card number and related credit card information during registration or during the Trial Period. If you chose to purchase the Service following the Trial Period, credit cards are the only payment mechanism MeetingSense will accept for payment of the monthly subscription fee (“Subscription Fee”) for the Service. Purchase Orders will be accepted for annual or multi-annual purchases only whereby all the monthly fees for the Registered users are paid in advance for the entire year and/or multi-year increments. All currency references are in U.S. dollars.

Before or at the expiration of Your Trial Period, You shall choose whether You or any of your Trial Users would like to pay for the Service in order to continue using it. Once You (and your Trial Users) have reached the thirty day limit, then You and any Free Users may NOT continue to use Your Account for free and must switch to a Paid account and pay the appropriate Service Fees. If You or any of Your Free Users choose to move forward with a Paid Account, You and/or Your Free Users shall pay fees (described below) to MeetingSense on a monthly basis per Active User.

The standard cost of a Subscription Fee for a Paid Account (the “Monthly Fee”) shall be $19, for each given calendar month as defined according to local time in San Diego, California, USA (“Month”), for each Active User in Your Account, unless You have purchased from MeetingSense multiple Subscriptions at the same time at published or negotiated volume discount rates AND MeetingSense has agreed to such volume discount rates in writing. The number of Active Users for purposes of calculating the monthly cost of Your Subscription Fee shall be the highest simultaneous number of Active Users in Your Account during the previous month. The number of Active Users for purposes of calculating the annual cost of Your Service Fee (if purchasing an annual or multi-annual Service) shall be the highest simultaneous number of Active Users in Your Account during the previous month or that You anticipate will be in Your Account during the contracted term, whichever is greater.

Upon the expiration of Your Trial Period, MeetingSense will end customer access to the Service and will, within thirty (30) calendar days, delete/destroy all the data captured by You and/or Your Free Users in the Service during the Trial Period, unless MeetingSense has received credit card payment or and executed Purchase Order and been able to use it for the first payment of the Subscription Fee (see “Termination, Breach, Suspension and Cancellation” below) and/or received formal written acceptance of an invoice against a Purchase Order.

Upon the expiration of Your Trial Period, if You choose a Paid Account, we will request Your credit card information, or if purchasing a year or more of Service a credit card or an executed and valid Purchase Order, to add to Your Registration Data. Your credit card will be charged on the next first “Business Day” of the subsequent Month (the first calendar day of each month that is not a Saturday, Sunday or holiday) for Your use of the Service from registration until the charge date. If You sign up for Your Account on a day other than the first day of a Month, or if You terminate the Service in the middle of a Month, the Monthly Fee for that Month of service will be charged for the entire Month in which you initiated or terminated Your Account. If You purchase an annual or multi-annual Service contract you will be billed immediately and your payment for the full Service term will be due net 15 days from Your receipt of the Invoice for the Service. If You sign up for an annual or multi-annual Account on a day other than the first day of a Month, you will be charged the full annual Fee for that year or those years of service inclusive of all of the days of the month in which you signed up for the Account, irrespective of whether You actually used the Service or not for that full initial month.

High Watermark Billing
Your first payment will be based on the total number of publishers active on your first payment due date noted in your administrator’s area. Each month after that, your account is charged for the maximum number of active publishers (not admins or guests) during that month. Use the Manage Users table in your admin area of your MeetingSense dashboard to add/remove or edit the role of the users in your account.

As long as Your Account remains active and in good standing, You will automatically be charged and notified of the Monthly, annual or multi-annual Fee(s) even if You never use the Service. You may, however, cancel Your Account at any time unless you have purchased an annual or multi-annual Service contract.

The credit card that You provide as part of the Registration Data will be automatically and immediately billed on the same day of each Month on which you made your original purchase. You agree that MeetingSense may charge to Your credit card all amounts due and owing for Your Account on that monthly basis or upon cancellation (see “Termination, Breach, Suspension and Cancellation” and “Refund”). MeetingSense will contact You via electronic mail to alert You upon each charge. In the case of a Purchase Order, MeetingSense will send you an invoice reflective of the Purchase Order and will require you to abide by the terms and conditions contained therein including net fifteen (15) day payment (from receipt of the invoice for the Service) for the full amount of Your annual or multi-annual purchase. MeetingSense may change prices at any time without prior notice, but will endeavor to provide reasonable advance notice via Your Account website and/or electronic mail. You agree that in the event MeetingSense is unable to collect the fees owed to MeetingSense for Your Account through Your Subscription, annual, or multi-annual Fee(s), MeetingSense may take any other steps it deems necessary to collect such fees from You and that You will be responsible for all costs and expenses incurred by MeetingSense in connection with such collection activity, including collection fees, court costs and attorneys’ fees.

MeetingSense will provide Support, including any upgrades that MeetingSense releases for MeetingSense Software or the Service, for Your Account at no additional cost. Support includes the following services: email support between 8AM – 5PM PST, Monday through Friday with 1 day (24 hour) turnaround/response time frame. You also get 24/7 access to our online Knowledge Base, Frequently Asked Questions, Tutorials, Support Ticketing and Submittal System and other online resources.

TERMINATION, BREACH, SUSPENSION AND CANCELLATION
If Your Monthly Fee payment or annual or multi-annual contract fee is overdue, or if Your Trial Period has expired and You have chosen a Paid Account and MeetingSense has not yet received Your credit card or executed Purchase Order portion of Your Registration Data, MeetingSense may disable Your access and Your Users’ access to Your Account. If Your Subscription Fee payment or annual or multi-annual contract fee is more than 30 calendar days overdue, or if Your Trial Period expired more than 30 calendar days prior and You have chosen a Paid Account and You have not paid Your Subscription or annual Fee(s), MeetingSense may suspend or terminate Your account, prevent You or Your Users from getting access to data you have captured using the Service, and may within thirty (30) calendar days from your payment due date delete/destroy any of Yours or Your User’s data.

MeetingSense may also, at its sole discretion, at any time and for any reason, terminate the Service, terminate this Agreement, or suspend or terminate Your Account. In the event of suspension or termination, Your account will be disabled and You may not be granted access to Your Account or any files or other Data/Content contained in Your Account. In addition, MeetingSense may delete Your Content in its entirety, although residual copies of information may remain in our system for some time for back-up purposes. In the event of termination, MeetingSense may also withdraw and at its discretion reallocate the public web address of Your Account.
If You terminate Your Account, via means provided for cancellation on the MeetingSense website or in Your Account, or via telephone call or electronic mail to MeetingSense, and You request that MeetingSense delete Content and files contained in Your Account, MeetingSense will make all reasonable efforts to do so.

OWNERSHIP OF WEBSITE ACCOUNT AND SECURITY
You are responsible for maintaining the security of Your Content and MeetingSense Account, and You are fully responsible for all activities that occur under the Account and any other actions taken in connection with the MeetingSense Account, including those of Your Users. You agree to immediately notify MeetingSense of any unauthorized and/or illegal uses of the Account or any other breaches of security. MeetingSense cannot and will not be liable for any loss or damage from Your failure to comply with this security obligation. You acknowledge and agree that under no circumstances will MeetingSense be liable, in any way, for any acts or omissions by You (or Your Users), including any damages of any kind incurred as a result of such acts or omissions.

In addition, You explicitly understand and agree that MeetingSense may be required and can disclose Your Content in accordance with a judicial or other governmental order, provided MeetingSense shall give the You reasonable notice prior to such disclosure and shall comply with any applicable protective order or equivalent regarding the same.

PROPRIETARY/INTELLECTUAL PROPERTY RIGHTS
MeetingSense and/or its suppliers, as applicable, retain all intellectual property and proprietary rights in the MeetingSense Services (including any downloadable software code) and any derivative works therein. You hereby specifically agree and acknowledge that MeetingSense, its suppliers, partners and licensors (if any), own and shall retain all right, title and interest in and to (i) the manufacture and/or production of the MeetingSense Software Service (including all copies and derivative works thereof, by whomever produced), including all intellectual property rights embodied therein; (ii) all of the service marks, trademarks, trade names or any other designations associated or displayed with the Service, and (iii) all copyrights, patent rights, trade secret rights, and other proprietary rights in the Product, and You shall have no rights with respect thereto other than the limited rights expressly set forth in this Agreement.

You will not remove, deface or obscure any of MeetingSense’s or its suppliers’ copyright or trademark notices and/or legends or other proprietary notices on, incorporated therein, or associated with the Service. You hereby further agree (i) not to create or attempt to create, by reverse engineering, disassembly, decompilation or otherwise reduce to human readable form, the source code, any software associated with the Service, internal structure, software design or organization of the MeetingSense Service, or any part thereof, or to aid or to permit others to do so, except and only to the extent expressly permitted by applicable law; (ii) not to remove any MeetingSense Service identification or notices of any proprietary or copyright restrictions from any MeetingSense Service or any MeetingSense Software Service support material; (iii) not to copy the Software, modify, translate or develop any derivative works thereof or include any portion of the MeetingSense Service in any other software program; and (iv) not to separate the MeetingSense Service into component parts for distribution or transfer to a third party.

MeetingSense and MeetingSense Software is a registered trademark of MeetingSense Software, Inc. dba MeetingSense Software Corporation.

Specifically, You agree to comply with all applicable laws and regulations, in particular, all laws and regulations pertaining to proper protection, use and designation of trademarks in any countries in which it intends to use the MeetingSense Trademarks. MeetingSense’s Trademarks, and any goodwill resulting from Your use of them, belong to MeetingSense. You shall use its best efforts to prevent the unauthorized manufacture, duplication, distribution or use of MeetingSense products and services, and will not knowingly engage in or facilitate the distribution or supply or transfer of counterfeit, pirated or illegal software. You shall take reasonable steps to protect MeetingSense against piracy or other infringement of any copyright or trademark, and the misappropriation or unauthorized disclosure of any MeetingSense trade secret or confidential information, and to protect MeetingSense’s right, title and interest in and to MeetingSense products and services. You shall use Your best efforts to promptly notify Publisher of any infringement of any copyright or of any trademark of MeetingSense, or of any misappropriation or unauthorized disclosure of any trade secret or confidential information of MeetingSense. The terms and conditions set forth in this Section shall survive any termination or expiration of the Agreement.

You acknowledges that MeetingSense retains the ownership of all patents, copyrights, trade secrets, trademarks and other intellectual property rights pertaining to the Service and/or Software (including the downloadable software components), and that MeetingSense ’s ownership rights extend to any images, photographs, animations, videos, audio, music, text and “applets” incorporated into the Service and/or Software and all accompanying printed materials. You agree to take no actions which adversely affect MeetingSense’s intellectual property rights in the Service and any related Software.

PRIVACY
You agree to the MeetingSense Privacy Policy

_________________________________________________

EXPORT RESTRICTIONS
You acknowledge that the Service, or any portion thereof may be subject to the export control laws of the United States. You will not export, re-export, divert, transfer or disclose any portion of the Service or any related technical information or materials, directly or indirectly, in violation of any applicable export law or regulation.

INJUNCTIVE RELIEF
You acknowledge that any use of the Service contrary to this Agreement, or any transfer, sublicensing, copying or disclosure of technical information or materials related to the Service, may cause irreparable injury to MeetingSense, its affiliates, suppliers and any other party authorized by MeetingSense to resell, distribute, or promote the Service (“Resellers”), and under such circumstances MeetingSense, its affiliates, suppliers and Resellers will be entitled to equitable relief, without posting bond or other security, including, but not limited to, preliminary and permanent injunctive relief.

PROPER USE
You understand that all Content is the sole responsibility of the person from which such Content originated. This means that You (and Your Users), and not MeetingSense , are entirely responsible for all Content that You (and/or Your Users) upload, post, transmit or otherwise make available via Your Account or the Service. MeetingSense does not control the Content posted via the Service and, as such, does not guarantee the accuracy, integrity or quality of such Content.

You understand that by using the Service, You may be exposed to Content that is offensive, indecent or objectionable. Under no circumstances will MeetingSense be liable in any way for any Content, including, but not limited to, for any errors or omissions in any Content, or for any loss or damage of any kind incurred as a result of the use of any Content posted, transmitted or otherwise made available via the Service (including any downloadable software code). You acknowledge that MeetingSense does not pre-screen Content, but that MeetingSense and its designees shall have the right (but not the obligation) in their sole discretion to refuse or move any Content that is available via the Service. Without limiting the foregoing, MeetingSense and its designees shall have the right to remove any Content that violates the Agreement or is otherwise objectionable. You agree that You must evaluate, and bear all risks associated with, the use of any Content, including any reliance on the accuracy, completeness, or usefulness of such Content. In this regard, You acknowledge that You may not reasonably rely on any Content created by MeetingSense or submitted to MeetingSense. You acknowledge and agree that MeetingSense may preserve Content and may also disclose Content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce the Agreement; (c) respond to claims that any Content violates the rights of third-parties; or (d) protect the rights, property, or personal safety of MeetingSense, its users and the public.

You understand that the technical processing and transmission of the Service, including Your Content, may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.
Should Content be found or reported to be in violation with, but not limited to, the following terms, it will be in MeetingSense’s sole discretion as to what action should be taken. You agree that You will not:

(a) upload, post, transmit or otherwise make available any Content that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another’s privacy (up to, but not excluding any address, email, phone number, or any other contact information without the written consent of the owner of such information), hateful, or racially, ethnically or otherwise objectionable;

(b) harm minors in any way;

(c) impersonate any person or entity, including, but not limited to, a MeetingSense official, forum leader, guide or host, or falsely state or otherwise misrepresent Your affiliation with a person or entity;

(d) forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through the Service;

(e) upload, post or otherwise transmit any Content that You do not have a right to transmit under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);

(f) upload, post or otherwise transmit any Content that infringes any patent, trademark, trade secret, copyright, rights of privacy or publicity, or other proprietary rights of any party;

(g) upload, post, or transmit unsolicited commercial email or “spam”. This includes unethical marketing, advertising, or any other practice that is in any way connected with “spam”, including but not limited to (a) sending mass email to recipients who haven’t requested email from You or with a fake return address, (b) promoting a site with inappropriate links, titles, descriptions, or (c) promoting Your site by posting multiple submissions in public forums that are identical;

(h) upload, post or otherwise transmit any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;

(i) interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service;

(j) intentionally or unintentionally violate any applicable local, state, national or international law, including, but not limited to, regulations promulgated by the U.S. Securities and Exchange Commission, any rules of any national or other securities exchange, including without limitation, the New York Stock Exchange, the American Stock Exchange or the NASDAQ, and any regulations having the force of law;

(k) “stalk” or otherwise harass another;

(l) promote or provide instructional information about illegal activities, promote physical harm or injury against any group or individual, or promote any act of cruelty to animals. This may include, without limitation, providing instructions on how to assemble bombs, grenades and other weapons or incendiary devices;

(m) offer for sale or sell any item, good or service that (a) violates any applicable federal, state, or local law or regulation, (b) You do not have full power and authority under all relevant laws and regulations to offer and sell, including all necessary licenses and authorizations, or (c) MeetingSense determines, in its sole discretion, is inappropriate for sale through the Service provided by MeetingSense ;

(n) use the Account website as a redirecting/forwarding service to another website;

(o) exceed the scope of the Service that You have signed up for; for example, accessing and using the tools that You do not have a right to use, or having humans share User logins, or deleting, adding to, or otherwise changing other people’s comments or content as an Account holder. If any user is reported to be in violation with the letter or spirit of these terms, MeetingSense retains the right to terminate such account at any time without further warning.

GENERAL PRACTICES REGARDING USE AND STORAGE.
You agree that MeetingSense has no responsibility or liability for the deletion of, or the failure to store or to transmit, any Content and other communications maintained by the Service. You acknowledge that MeetingSense may establish general practices and limits concerning use of the Service and may modify such practices and limits from time to time. MeetingSense retains the right to create limits on use and storage at our sole discretion at any time with or without notice. You acknowledge that we reserve the right to log off users who are inactive for an extended period of time.

You agree that You will not:
(a) upload, post, email, or otherwise transmit any computer routines, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;

(b) interfere with or disrupt our Service or networks connected to our website or through the use of our Service, or disobey any requirements, procedures, policies or regulations of networks connected to our website or through the use of our Service, or otherwise interfere with our Service in any way, including through the use of JavaScript, active or other coding;

(c) take any action that imposes an unreasonable or disproportionately large load on our infrastructure; or

(d) copy, reproduce, alter, modify, or publicly display any information displayed on our website (except for Your Information), or create derivative works from our website (other than from Your Information), to the extent that such action(s) would constitute copyright infringement or otherwise violate the intellectual property rights of MeetingSense or any other third party, except with the prior written consent of MeetingSense or the appropriate third party.

CONTENT OF THE SERVICE
MeetingSense takes no responsibility for third-party content (including, without limitation, any viruses or other disabling features), nor does MeetingSense have any obligation to monitor such third-party content. MeetingSense reserves the right at all times to remove or refuse to distribute any content on the Service, such as content which violates the terms of this Agreement. MeetingSense also reserves the right to access, read, preserve, and disclose any information as it reasonably believes is necessary to (a) satisfy any applicable law, regulation, legal process or governmental request, (b) enforce this Agreement, including investigation of potential violations hereof, (c) detect, prevent, or otherwise address fraud, security or technical issues, (d) respond to user support requests, or (e) protect the rights, property or safety of MeetingSense, its users and the public. MeetingSense will not be responsible or liable for the exercise or non-exercise of its rights under this Agreement.

INTERNATIONAL USE
Recognizing the global nature of the Internet, You agree to comply with all local rules regarding online conduct and acceptable Content. Specifically, You agree to comply with all applicable laws regarding the transmission of technical data exported from the United States or the country in which You reside.

NO RESALE OF THE SERVICE
You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Service, or access to the Service without the express written permission of MeetingSense.

YOUR REPRESENTATIONS AND WARRANTIES
You represent and warrant that (a) all of the information provided by You to MeetingSense to participate in the Service is correct and current; and (b) You have all necessary right, power and authority to enter into this Agreement and to perform the acts required of You hereunder.

NO WARRANTIES OR REPRESENTATIONS BY MEETINGSENSE
You understand and agree that the Service is provided “AS IS” and MeetingSense , its affiliates, suppliers and Resellers expressly disclaim all warranties of any kind, express or implied, including without limitation any warranty of merchantability, fitness for a particular purpose, non-infringement or bailment of your data on MeetingSense’s servers. MeetingSense, its affiliates, suppliers and Resellers make no warranty or representation, regarding the results that may be obtained from the use of the Service, the security of the Service, or that the Service will meet any user’s requirements. Use of the Service is at Your sole risk. You will be solely responsible for any damage to You and/or Your User’s resulting from the use of the Service. The entire risk arising out of use, security or performance of the Service remains with You. Without limiting the foregoing, the Service is not designed or licensed for use in hazardous environments requiring fail-safe controls, including without limitation operation of nuclear facilities, aircraft navigation/communication systems, air traffic control, and life support or weapons systems. Without limiting the generality of the foregoing, MeetingSense, its affiliates, suppliers and Resellers specifically disclaim any express or implied warranty of fitness for such purposes.

INDEMNITY
You agree to indemnify, defend and hold harmless MeetingSense, its affiliates, officers, directors, employees, consultants, agents, suppliers and Resellers from any and all third party claims, liability, damages and/or costs (including, but not limited to, attorneys fees as and when incurred) arising from Your use of the Service, Your use of Your Account, Your violation of this Agreement or the infringement or violation by You or any other User of Your Account, of any intellectual property or other right of any person or entity.

MODIFICATIONS TO SERVICE
MeetingSense reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice at any time. You agree that MeetingSense shall not be liable to You or to any third party for any modification, suspension, termination or discontinuance of the Service.

NO AGENCY
No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship between You and MeetingSense is intended or created by this Agreement.

LIMITATION OF LIABILITY
In no event will MeetingSense or its affiliates, suppliers or Resellers be liable for any special, incidental, indirect, exemplary or consequential 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 Service, or the provision of or failure to provide technical or other support service, whether arising in tort (including negligence) contract or any other legal theory, even if MeetingSense, its affiliates, suppliers or Resellers have been advised of the possibility of such damages. In any case, MeetingSense’s, its affiliates’, suppliers’ and Resellers’ maximum cumulative liability and Your exclusive remedy for any claims arising out of or related to this Agreement will be limited to the amount actually paid by You for the Service (if any) in the previous twelve (12) months.

WAIVER AND SEVERABILITY
Failure by either party to exercise any of its rights under, or to enforce any provision of, this Agreement will not be deemed a waiver or forfeiture of such rights or ability to enforce such provision. If any provision of this Agreement is held by a court of competent jurisdiction to be illegal, invalid or unenforceable, that provision will be amended to achieve as nearly as possible the same economic effect of the original provision and the remainder of this Agreement will remain in full force and effect.

STATUTE OF LIMITATIONS
You agree that regardless of any statute or law to the contrary, any claim or cause of action arising of or related to use of MeetingSense services or the Terms of Service must be filed within one (1) year after such claim or cause of action arose or be forever barred.

CHOICE OF LAW AND FORUM
This Agreement shall be governed by and construed under the laws of the State of California, USA, as applied to agreements entered into and to be performed in California by California residents. The parties consent to the exclusive jurisdiction and venue of the courts located in and serving the City of San Diego, in the County of San Diego, in the State of California, USA.

ENTIRE AGREEMENT/GENERAL PROVISIONS
This Agreement embodies the entire understanding and agreement between the parties respecting the subject matter of this Agreement and supersedes any and all prior understandings and agreements between the parties, whether written or oral, respecting such subject matter. MeetingSense may change the terms of this Agreement at any time by posting modified terms on its website. This Agreement has been prepared in the English Language and such version shall be controlling in all respects and any non-English version of this Agreement is solely for accommodation purposes. Any and all rights and remedies of MeetingSense upon Your breach or other default under this Agreement will be deemed cumulative and not exclusive of any other right or remedy conferred by this Agreement or by law or equity on MeetingSense, and the exercise of any one remedy will not preclude the exercise of any other. The captions and headings appearing in this Agreement are for reference only and will not be considered in construing this Agreement. Notices to You may be made via either email or regular mail. The Service may also provide notices of changes to the Agreement or other matters by displaying notices or links to notices to You generally on the Service. All notices or other correspondence to MeetingSense under this Agreement must be sent to the following electronic mail address for such purpose:

support@meetingsense.com
Or the following physical address:

MeetingSense Software Corporation
3525 Del Mar Heights Rd | Suite B1 – 906
San Diego, CA 92130

Last revision: July, 2008

Privacy Policy
MeetingSense Inc. dba MeetingSense Software Corporation On-demand Privacy Policy

What information does MeetingSense collect regarding MeetingSense Software On-demand?
If you have a MeetingSense, Inc dba MeetingSense Software Corporation (“MeetingSense”) On-demand account, we do NOT store your credit card information so as to bill you monthly or an annual or multi-annual basis. Rather, we use Authorize.net to store and process all credit card transactions. Since 1996, Authorize.Net has been a leading provider of payment gateway services, managing the submission of payment transactions to the processing networks on behalf of merchant customers. On November 1, 2007, CyberSource Corporation acquired Authorize.Net. Collectively, the companies processed approximately 1.1 billion transactions in 2006, representing $65 billion of e-commerce. More than 207,000 merchants trust Authorize.Net to manage their payment transactions securely and reliably.

The information required by this purchase (“Billing Information”) includes a name, billing address, credit card number, and expiration date. An e-mail address is also required in order to send a purchase confirmation as well as to contact the user in case of a problem. You do not have to include a phone number or information on how you learned of MeetingSense, but if you do offer that information, it is stored along with other non-credit card related Billing Information. We also store on your behalf all information, data, text, software, messages or other materials that you, your Account’s users, and (if you allow) other internet users upload and publish into your MeetingSense installation. Every computer that is connected to the Internet has an Internet Protocol Address, referred to as an IP address. This address does not reveal anything personal about the user. We log IP addresses for security-related prevention, response, and audit activities. Finally, in order to tailor future releases to users’ needs, other information is collected through users’ web browsers. This information includes connection speed, operating system, web browser, and browser version.

What is done with the information?
Authorize.net uses Your Billing Information to charge you monthly for your MeetingSense On-demand usage. As mentioned above, MeetingSense itself does not store any of your credit card information. We also use the email address you give us in the Billing Information to email you for customer support and for notifications related to your account. If we cannot reach you via email for those notifications we may use the telephone number and physical address you provide to contact you. We may also contact you using your non-credit card related Billing Information to inform you of new ways to use MeetingSense; if you wish for us to not do that, please reply and let us know.

The only reason we store your account’s contents is so that you can use, modify, and export them. We keep them confidential.

We log IP addresses and other browser and browsing information to improve performance and future releases of MeetingSense.

How is my information protected?

Privacy and security are absolutely paramount to MeetingSense. That is why we have partnered with the one of the World’s leading and certainly most secure hosting providers, RackSpace, Inc.. RackSpace hosts hyper-sensitive data for Visa & American Express, WalMart, and a number of Healthcare organizations. MeetingSense On-Demand is SaaS70 type I & II certified, which is only offered by 15% of all hosting providers. MeetingSense On-Demand is CPI certified (to store credit card and social security information) as well as HIPAA compliant to store patient information, including sensitive medical data. The MeetingSense Software On-demand website, servers, and Service use industry standard protocols to protect all information obtained including guaranteed 128-byte Verisign SSL encryption (secure socket layers), and hardware firewalls offered through RackSpace Inc..

* All RackSpace certifications and security confirmations can be made available from RackSpace upon request.

Why and how does MeetingSense On-demand use cookies?
A cookie is a small piece of data sent to your web browser by a server and stored on your hard drive. Many websites leave a cookie on your machine in order to identify you should you return. Cookies cannot read any data from your hard drive other than what is already included in the cookie. Cookies cannot damage your system. The MeetingSense On-demand website stores a cookie on your computer so that you may have sessions of interacting with the service without having to log in (provide your email address and password) again when viewing each individual web page. Your web browser will have to be set to accept cookies in order to use the MeetingSense On-demand service.

What if I have a question or problem related to my privacy?
Please contact us at support@meetingsense.com or call us at 888/761-1116 (9am-5pm, M-F Standard Pacific Time USA).

What if I don’t want notifications?
Please contact us and ask to be put on our stop list.

Consent
You must consent to this privacy policy to use the MeetingSense On-demand service.