Broadchoice

BROADCHOICE WORKSPACE END USER LICENSE AGREEMENT:

BY AGREEING TO THE BROADCHOICE WORKSPACE END USER LICENSE AGREEMENT:  AS PART OF THE REGISTRATION PROCESS, YOU AGREE TO THE FOLLOWING END USER LICENSE AGREEMENT (THE "AGREEMENT") GOVERNING YOUR USE OF THE BROADCHOICE WORKSPACE (THE “SERVICE”). IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS "YOU" OR "YOUR" SHALL REFER TO SUCH ENTITY.

As part of the Service, Broadchoice will provide you with use of the Service, including a user interface and data encryption, transmission, access and storage. Your registration for, or use of, the Service shall be deemed to be your agreement to abide by this Agreement including any materials available on the Broadchoice website incorporated by reference herein, including but not limited to Broadchoice's privacy and security policies.

1. Privacy & Security; Disclosure

Broadchoice's privacy and security policies may be viewed at http://www.broadchoice.com/. Broadchoice reserves the right to modify its privacy and security policies in its reasonable discretion from time to time. Individual users, when they initially log in, will be asked whether or not they wish to receive marketing and other non-critical Service-related communications from Broadchoice from time to time. They may opt out of receiving such communications at that time or at any subsequent time by changing their preference under Personal Setup. Note that because the Service is a hosted, online application, Broadchoice occasionally may need to notify all users of the Service (whether or not they have opted out as described above) of important announcements regarding the operation of the Service. If you become a paying customer of the Service, you agree that Broadchoice can disclose the fact that you are a paying customer and the edition of the Service that you are using.

2. License Grant & Restrictions

Broadchoice hereby grants you a non-exclusive, non-transferable, worldwide right to use the Service, solely for your own internal business purposes, subject to the terms and conditions of this Agreement. All rights not expressly granted to you are reserved by Broadchoice and its licensors.

You may not access the Service if you are a direct competitor of Broadchoice, except with Broadchoice's prior written consent. In addition, you may not access the Service for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes.

You shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Service or the Content in any way; (ii) modify or make derivative works based upon the Service or the Content; or (iii) reverse engineer or access the Service in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Service, or (c) copy any ideas, features, functions or graphics of the Service.

You may use the Service only for your internal business purposes and shall not: (i) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or violative of third party copyright or privacy rights; (ii) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (iii) interfere with or disrupt the integrity or performance of the Service or the data contained therein; or (iv) attempt to gain unauthorized access to the Service or its related systems or networks.

3. Your Responsibilities

Broadchoice does not own any data, information or material that you submit to the Service in the course of using the Service. You, not Broadchoice, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all customer data, and Broadchoice shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any customer data. You agree and acknowledge that Broadchoice has no obligation to retain customer data and that such customer data may be irretrievably deleted if your account is 30 days or more delinquent.

4. Intellectual Property Ownership

Broadchoice alone (and its licensors, where applicable) shall own all right, title and interest, including all related Intellectual Property Rights, in and to the Workspace Technology, the content and the Service and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Service. This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Service, the Workspace Technology or the Intellectual Property Rights owned by Broadchoice. The Broadchoice and Broadchoice Workspace names, the Broadchoice and Broadchoice Workspace logos, and the product names associated with the Service are trademarks of Broadchoice, Inc. or third parties, and no right or license is granted to use them.

5. Charges and Payment of Fees

If you become a paying customer, you shall pay all fees or charges to your account in accordance with the fees, charges, and billing terms in effect at the time a fee or charge is due and payable. All payment obligations are noncancelable and all amounts paid are nonrefundable. You are responsible for paying for all Services ordered for the entire license term, whether or not such Services are actively used. You must provide Broadchoice with valid credit card, or enter into a contract for payment acceptable to Broadchoice, as a condition to signing up for the Service.

6. Billing

If you become a paying customer, Broadchoice charges and collects in advance for use of the Service. Broadchoice will automatically bill your credit card annually for recurring subscription fees starting 30 days after the date of provisioning or on such other terms as may be offered. Broadchoice's fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties, excluding only United States (federal or state) taxes based solely on Broadchoice's income.

You agree to provide Broadchoice with complete and accurate billing and contact information. This information includes your legal company name, street address, e-mail address, and name and telephone number of an authorized billing contact and license administrator. You agree to update this information within 30 days of any change to it. If the contact information you have provided is false or fraudulent, Broadchoice reserves the right to terminate your access to the Service in addition to any other legal remedies.

Unless Broadchoice in its discretion determines otherwise: (i) entities with headquarters and a majority of users resident in the United States will be billed in U.S. dollars and subject to U.S. payment terms and pricing schemes; (ii) entities with headquarters and a majority of users resident in Japan will be billed in Japanese yen and subject to Japanese payment terms and pricing schemes; and (iii) all other entities will be billed in U.S. dollars, Euros or local currency and be subject to either U.S. or non-U.S. payment terms and pricing schemes at the discretion of Broadchoice

If you believe your bill is incorrect, you must contact us in writing within 60 days of the billing date of the invoice containing the amount in question to be eligible to receive an adjustment or credit.

7. Non-Payment

In addition to any other rights granted to Broadchoice herein, Broadchoice reserves the right to suspend or terminate this Agreement and your access to the Service if your account becomes delinquent (falls into arrears). If you or Broadchoice initiates termination of this Agreement, you will be obligated to pay the balance due on your account computed in accordance with the Charges and Payment of Fees section above. You agree that Broadchoice may charge such unpaid fees to your credit card or otherwise bill you for such unpaid fees.