Tele-Town Hall® Terms of Use
Tele-Town Hall® Terms of Use
You (the “Customer”) are agreeing to comply with and be bound by the following terms of use when using Tele-Town Hall® products and services. Please review the following terms carefully.
1. Acceptance of Terms of Use
Customer agrees to the terms and conditions outlined in the Terms of Use with respect to his/her Tele- Town Hall® Customer Account, the use of said account, and/or using Tele-Town Hall®’s products or services. The Terms of Use constitutes the entire and only agreement between Tele-Town Hall® and you, and supersedes all prior or contemporaneous agreements, representations, warranties and understandings with respect to using Tele-Town Hall® products and services. If you do not agree to any of these terms, you may not use any of the services or products provided by Tele-Town Hall®.
2. Customer Account
A Customer wishing to use Tele-Town Hall® products and services must first work together with a member of the Tele-Town Hall® staff to create a Customer Account in the Tele-Town Hall® Admin Site before using said services. Customer is responsible for maintaining the security of his/her account, and Customer is fully responsible for all activities that occur under the account and any other actions taken in connection with the account. Customer must immediately notify Tele-Town Hall® of any unauthorized disclosure or use of his/her login information or Customer Account or any other breaches of security. Tele-Town Hall® will not be liable for any acts or omissions by the Customer, including any damages of any kind incurred as a result of such acts or omissions.
3. No Responsibility for Content
Customer is solely responsible for the integrity, accuracy, quality, completeness or appropriateness of all (a) participant information including contact information, consent to participate in the event, and phone numbers, and (b) all other content that the Customer sends or transmits through Tele-Town Hall® services, including content that may be offensive, indecent, or objectionable. Customer acknowledges that Tele-Town Hall® services serve merely as a conduit for the distribution and transmission of information. Customer acknowledges that Tele-Town Hall® has no obligation to preview, screen or monitor such content, but has the right, in its sole discretion, to edit, delete or mute any content in its sole discretion. Under no circumstances will Tele-Town Hall® be liable in any way for any content, including 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 sent or transmitted via Tele-Town Hall® services and Tele-Town Hall® shall be entitled to indemnification for any such loss or damage as provided in Section 8. The provisions of this section shall survive the termination or expiration of the Terms of Use for any reason.
4. Accuracy & Security of Customer Information/Participant Information
Customer will provide Tele-Town Hall® with accurate and complete information when registering for or using Tele-Town Hall® Products and Services, and will update and maintain such information, stored in his/her Customer Account. Customer is responsible for the accuracy of any data, including but not limited to phone lists, it submits to Tele-Town Hall® to be used in conjunction with Tele-Town Hall®’s products and services. If Customer requests that Tele-Town Hall® obtain data on the Customer’s behalf, Tele-Town Hall® will use reasonable efforts to obtain accurate data; however, Tele-Town Hall® is not responsible for any errors in the accuracy of said data. Tele-Town Hall® follows generally accepted industry standards and measures to protect data belonging to the Customer in Tele-Town Hall’s possession from loss, unauthorized access, disclosure and destruction. However, Customer acknowledges and understands that no method of transmission or electronic storage is 100% secure or reliable. Therefore, while Tele-Town Hall® strives to use commercially acceptable means to protect the data, Tele-Town Hall® cannot guarantee its absolute security.
5. Consent to Record Voice Inputs/Video Inputs/Privacy
Customer agrees and consents that Tele-Town Hall® may record the oral or voice communications, utterances, conversations or commands (“Voice Inputs”) made by Customer or its representatives during the use of or contact with Tele-Town Hall® services. In addition, Customer agrees and consents that Tele- Town Hall® may record any published video footage and/or pre-recorded video or slideshow presentations played for web participants (“Video Inputs”) as part of the Tele-Town Hall® Video Webcast feature. By using Tele-Town Hall® services, Customer expressly consents and grants to Tele-Town Hall® the right to record and use Customer Voice Inputs and Video Inputs.
6. Use of Tele-Town Hall® Products & Services in Accordance with Applicable Laws
Customer accepts full responsibility for and agrees to use Tele-Town Hall® Products and Services in accordance with any and all laws – local, state, and federal – that may be applicable to its use of Tele- Town Hall® Products and Services. Such laws include, but are not limited to, automated call restrictions, privacy laws, and legal calling hours. Customer accepts full responsibility for any violations of laws when using Tele-Town Hall® Products and Services, and further agrees to hold Tele-Town Hall® harmless for any damages that might result from Customer’s violations.
For Tele-Town Hall Texting Products (Including Peer-to-Peer Texting & Broadcast Texting):
Customer may not use Tele-Town Hall® Texting Products in any manner that is illegal, non-compliant with accepted industry best practice guidelines, or violates any person’s rights
Prohibited uses of Tele-Town Hall® Texting include: engaging in any messaging in violation of any relevant laws or regulations (including but not limited to the Telephone Consumer Protection Act and the Do Not Call provisions of the Telemarketing Sales Rule); engaging in any messaging that is offensive, obscene, libelous, defamatory, fraudulent, abusive, or contains tortious material; engaging in messaging that is unsuitable for minors; engaging in messaging that promotes, incites or instructs on criminal matters; engaging in messaging that is false, misleading or deceptive, or likely to mislead or deceive; engaging in messaging that infringes on intellectual property rights or other third party rights; engaging in messaging that is otherwise unlawful.
Customer agrees to honor immediately any requests for opt-out or stop further messaging and desist from sending any further message following receipt of any such opt-out or stop request.
Broadcast Texting (also known as Auto or Blast Texting): Customer agrees to send Broadcast Texting only to mobile phone numbers for which the Customer has received express, written permission from subscribers to text their mobile numbers. If Customer sends any Broadcast Texts without express consent it accepts full legal responsibility for doing so and indemnifies Tele-Town Hall®.
Commercial Texting: Customer agrees that it will scrub any list of mobile numbers it uses for commercial texting (defined as texting for the purpose of soliciting for sale of goods or services) against both the Federal Do Not Call List and any applicable State Do Not Call Lists before sending any commercial texts. If Customer sends any Commerical Texts to anyone on a Federal or State Do Not Call List, it accepts full legal responsibility for doing so and indemnifies Tele-Town Hall®.
Tele-Town Hall, LLC in its sole discretion shall determine whether there has been a violation of this Policy. Tele-Town Hall® may amend this Policy from time to time. If you do not agree to this Policy, do not use Tele-Town Hall® services.
Violation of this Policy may result in termination or suspension of all services provided by Tele-Town Hall® and may also result in civil, criminal or administrative liability or penalties against the client and those assisting the client.
7. Warranty / Limitations of Liability
(a) ALL USE OF TELE-TOWN HALL® SERVICES IS AT CUSTOMER’S OWN AND SOLE RISK. TELE-TOWN HALL® SERVICES ARE PROVIDED ON AN \”AS IS\” AND \”AS AVAILABLE\” BASIS. TELE- TOWN HALL® EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESSED OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
- (b) TELE-TOWN HALL® DOES NOT WARRANT THAT (i) THE QUALITY OF TELE-TOWN HALL® SERVICES OR ANY OTHER MATERIALS PURCHASED OR OBTAINED BY CUSTOMER WILL MEET CUSTOMER’S REQUIREMENTS OR EXPECTATIONS, (ii) TELE-TOWN HALL® SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, OR (iii) ANY ERRORS IN ANY DATA OR SOFTWARE WILL BE CORRECTED. CUSTOMER IS ESPECIALLY ADVISED NOT TO USE OR RELY ON TELE-TOWN HALL® SERVICES OR ANY OTHER PROGRAM, INFORMATION OR SERVICE RELATED THERETO FOR \”CONTENT SENSITIVE\” OR \”MISSION CRITICAL\” APPLICATIONS AND USE. \”CONTENT SENSITIVE\” MEANS ANY INFORMATION OR DATA CUSTOMER DOES NOT WISH TO BE ACCESSIBLE TO OTHER CUSTOMERS. \”MISSION CRITICAL\” APPLICATIONS AND USE MEANS APPLICATIONS AND USE THAT MAY RESULT IN DAMAGE.
- (c) IF CUSTOMER ACCESSES OR TRANSMITS ANY CONTENT THROUGH THE USE OF TELE-TOWN HALL® SERVICES, CUSTOMER DOES SO AT ITS OWN DISCRETION AND SOLE RISK. CUSTOMER IS SOLELY RESPONSIBLE FOR ANY LOSS OR DAMAGE INCURRED IN CONNECTION WITH SUCH ACTIONS.
- (d) NO DATA, INFORMATION OR ADVICE OBTAINED BY CUSTOMER IN ORAL OR WRITTEN FORM FROM TELE-TOWN HALL® OR THROUGH OR FROM TELE-TOWN HALL® SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN.
- (e) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL TELE-TOWN HALL® OR ITS SUPPLIERS BE LIABLE TO CUSTOMER OR ITS REPRESENTATIVES, FOR ANY CONSEQUENTIAL, EXEMPLARY, INDIRECT, SPECIAL OR INCIDENTAL DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, ARISING OUT OF THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, EVEN IF TELE-TOWN HALL® HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. NOTWITHSTANDING ANY PROVISIONS CONTAINED IN THE TERMS OF USE, TELE-TOWN HALL®’S ENTIRE LIABILITY TO CUSTOMER IN ANY WAY RELATED TO THE SUBJECT MATTER OF THE TERMS OF USE AND REGARDLESS OF WHETHER A CLAIM IS BASED IN CONTRACT, NEGLIGENCE OR TORT, WILL NOT EXCEED THE REVENUE PAID TO TELE-TOWN HALL® FOR THE SERVICE IN QUESTION.
8. Indemnification.
Customer warrants and represents to Tele-Town Hall® that Customer has all necessary rights, power, and authority to agree to these Terms and perform Customer’s obligations hereunder, and nothing contained in these Terms or in the performance of such obligations will place Customer in breach of any other contract or obligation. Customer further warrants and represents that Customer is and shall at all times remain in full compliance with all applicable laws, rules and regulations with regard to Customer’s use of the Tele-Town Hall® Services, including without limitation the Telephone Consumer Protection Act, the Telemarketing Sales
Rule, the CAN-SPAM Act (Controlling the Assault of Non-Solicited Pornography and Marketing Act) of 2003, and all other laws and regulations concerning privacy, telemarketing, and Internet marketing that may apply to Customer’s use of the Services. Further, while Tele-Town Hal®l may provide certain information to Customer regarding or relating to its Services, such information is for educational purposes only, and neither Tele-Town Hall® nor any of its agents are providing Customer legal advice. If Customer is unfamiliar or unclear on the legalities of any message or call that Customer will initiate through the Services, Customer must consult with Customer’s attorney prior to your use of the Services, as Customer is solely responsible for the calls and messages Customer initiates through the Services.
Customer will take all necessary measures to preclude Tele-Town Hall® from being made a party to any lawsuit or claim regarding Tele-Town Hall® products or services provided to the customer and/or any participant of a Tele-Town Hall® event. Customer agrees to indemnify and hold harmless Tele-Town Hall® and its affiliates and each of their respective officers, directors, shareholders, employees, agents, contractors, representatives, content providers and service providers, from and against any and all losses, claims, obligations, liabilities, damages, settlements, costs and expenses (including, but not limited to, consequential damages, incidental damages, special damages, disbursements and attorneys’ fees, including attorneys’ fees incurred from counsel selected by Tele-Town Hall® in its sole discretion) arising from or relating to any actual or threatened claim, suit, action, proceeding, governmental investigation or enforcement action based upon or arising out of: (i) Customer’s breach of the above warranties; or (ii) any use by Customer, or an account or computer owned by Customer, of the Tele-Town Hall® Sites or Services. Customer agrees to cooperate as fully as reasonably required in the defense of any claim, suit, action, proceeding, governmental investigation or enforcement action, but we reserve the right, at Customer’s expense, to assume the exclusive defense and control of any matter in which Customer is a named party and that is otherwise subject to indemnification by Customer. Customer acknowledges and agrees to be held liable for any and all damages caused to Tele-Town Hall® by Customer as a direct result of a violation of local, state, national or international laws and regulations, including but are not limited to those damages that may arise from Customer’s fraudulent, intentional or unintentional harm, disability, unauthorized use of, or destruction to any and all equipment, licensing and/or services provided by Tele-Town Hall® to Customer.
9. Proprietary/Ownership Rights
Customer acknowledges that the software, processes, and procedures used by Tele-Town Hall® are proprietary property of Tele-Town Hall®, and Tele-Town Hall® retains exclusive ownership thereof including all intellectual property rights associated therewith (“Proprietary Rights”). Customer is not granted any rights to patents, copyrights, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights, franchises or licenses with respect to the Proprietary Rights other than the right to use such Proprietary Rights in connection with the services for which it subscribes under its Customer Account. In no event will Customer modify, reverse engineer, decompile, create other works from,or otherwise use any Proprietary Rights except as expressly granted here under. The provisions of this section shall survive the termination or expiration of the Terms of Use for any reason.
10. Confidentiality
Customer acknowledges that by reason of its relationship to Tele-Town Hall® hereunder, Customer may have access to certain information and materials relating to Tele-Town Hall®’s software technology, business procedures, and pricing that is confidential and of substantial value to Tele-Town Hall®, which value would be impaired if such information were disclosed to third parties. Customer agrees to take every reasonable precaution to protect the confidentiality of such information and shall only use and/or disclose such confidential information as necessary to use the services provided by Tele-Town Hall®. In the event of termination of the Terms of Use, there shall be no use or disclosure by Customer of any such confidential information in its possessions, and all confidential materials shall be returned to Tele-Town Hall® or destroyed. The provisions of this section shall survive the termination or expiration of the Terms of Use for any reason. Upon any breach or threatened breach of this section by the Customer, Tele-Town Hall® shall be entitled to injunctive relief, which relief shall not be contested by the Customer.
11. Injunctive Relief
The Parties further agree that damages cannot reasonably compensate Tele-Town Hall® in the event of a violation of the covenants set forth in the Terms of Use, and that it would be difficult to ascertain the lost profits that would be suffered and therefore, injunctive relief would be essential for the protection of Tele- Town Hall. Accordingly, Customer hereby agrees that in the event of any such
breach, Tele-Town Hall® may seek and obtain such injunctive relief, both temporary and permanent, without proving damages or posting a bond in order to prevent a continued violation of the Terms of Use and without advance notice to Customer. The aforementioned shall not limit Tele-Town Hall® in the pursuit of other remedies.
12. Nonassignability
Customer\’s rights and obligations under the Terms of Use may not be transferred or assigned directly or indirectly. Any attempt by Customer to assign any part or all of its duties, rights or obligations under this agreement shall be of no force or legal effect.
13. Changes
Tele-Town Hall® reserves the right, at its sole discretion, to modify or replace any part of the Terms of Use at any time. Tele-Town Hall® will notify Customer of any changes to the Terms of Use and provide Customer with a copy of the latest Terms of Use upon request. If Customer objects to any changes or modifications to said Terms of Use, it may choose not to use any of the products or services provided by Tele-Town Hall®. Customer’s continued use of any Tele-Town Hall® Products and/or Services following the Customer’s notification of any changes to the Terms of Use constitutes acceptance of those changes. Tele-Town Hall® may also, in the future, offer new products, services, and/or features, which shall be subject to the terms and conditions of the Terms of Use.
14. Right to Suspend, Restrict, or Terminate Service
Tele-Town Hall® may suspend, restrict, or terminate Customer’s access to his/her User Account and/or right to use of Tele-Town Hall®’s platform at any time if Tele-Town Hall® has reason to believe that the Customer has failed to comply with any terms and conditions of the Terms of Use. If Customer wishes to terminate the Terms of Use or use of Tele-Town Hall® Products and Services, he/she may simply discontinue use of Tele-Town Hall® Products and Services. All provisions of the Terms of Use which explicitly provide for the survival of the provision after the termination or which by their nature should survive termination shall survive termination, including, without limitation, proprietary rights, confidentiality, ownership provisions, warranty disclaimers, indemnity, and limitations of liability.
15. Miscellaneous
The Terms of Use constitutes the entire agreement between Tele-Town Hall® and Customer concerning the subject matter hereof, and it may only be modified by a written amendment signed by an authorized executive of Tele-Town Hall®, or by Tele-Town Hall®’s notification to Customer of any changes to the Terms of Use. Except to the extent applicable law, if any, provides otherwise, the Terms of Use, any access to your Customer Account or use of Tele-Town Hall® Products and Services will be governed by the laws of the state of Illinois, USA, exclusive of Illinois’ conflict of law rules, and the proper venue for any disputes arising out of or relating to any of the same will be the state and federal courts located in Chicago, IL. Tele-Town Hall® and Customer shall attempt to resolve all disputes arising out of the Terms of Use in a spirit of cooperation without formal proceedings. Any dispute which cannot be so resolved, except of claims of injunctive or equitable relief or claims regarding intellectual property rights (which may be brought in any competent court without the posting of a bond), shall be subject to binding arbitration before and pursuant to the rules of commercial arbitration of the American Arbitration Association with the hearing of such dispute held in Chicago, IL. Judgment on such award may be entered by any court of competent jurisdiction. The prevailing party in any action or proceeding to enforce the Terms of Use shall be entitled to costs and attorneys’ fees. If any part of the Terms of Use is held invalid or unenforceable, that part will be construed to reflect the parties’ original intent, and the remaining portions will remain in full force and effect. A waiver by either party of any term or condition of the Terms of Use or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach thereof.
Terms of Use Contact Information
Questions or comments regarding these Terms should be submitted to the TTH Policy Department by mail or e-mail as follows:
Tele-Town Hall, LLC
Attn: Privacy Policy Dept.
1001 N 19th St.
Suite 1200
Arlington, VA 22209
Email: privacy@teletownhall.com
