The Hottelephone.com Web site (the "Website" or "Site") provides you with the online communications service ("Service") offered by Hottelephone, Inc. ("Hottelephone"), through which the furnished Software (as defined below) may be accessed, subject to your compliance with the terms and conditions set forth below. This agreement (the "Agreement") is a legal agreement between you (either an individual or an entity) and your successors and assigns and TelConcept regarding the use of the software you access from the Site, including all programs, related documentation and updates which may be periodically provided by TelConcept (collectively, the "Software"). BEFORE YOU CLICK ON THE "I ACCEPT" BUTTON AT THE END OF THIS DOCUMENT, CAREFULLY READ THE TERMS AND CONDITIONS BELOW. BY CLICKING ON THE "I ACCEPT" BUTTON, YOU ARE CONSENTING (TOGETHER WITH YOUR SUCESSORS AND ASSIGNS) TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, CLICK THE "I DECLINE" BUTTON. If you do not wish to be bound by these terms and conditions, you may not access or use the Site, Software or Service. TelConcept may modify this Agreement at any time by posting such modification on the Site and such modification shall be deemed effective immediately upon posting of the modified Agreement. Your continued access or use of the Site, Software or Service shall be deemed your acceptance of the modified Agreement. GRANT OF LICENSE. This Agreement permits you to use the Software and telephony Service provided through TelPBX.com. The Software is "in use" on a computer when it is loaded into the temporary memory (i.e. RAM) or installed into the permanent memory (e.g., hard disk, CD-ROM, or other storage device) of that computer. You understand and agree that TelConcept does not own all of the Software used on the Site and with the Service. In those instances, the Software is sublicensed to you for your use and such third parties may have a claim against you for use in violation of such license. LICENSE RESTRICTIONS. TelConcept has made the Software available solely for your use in accordance with the terms of this Agreement. Use of the Software is governed by the terms set forth in this Agreement. WITHOUT LIMITING THE FOREGOING, YOU MAY NOT COPY, MODIFY, CUSTOMIZE OR CREATE ANY DERIVATIVE WORKS FROM THE SOFTWARE TO ANY OTHER SERVER OR LOCATION FOR FURTHER REPRODUCTION OR REDISTRIBUTION.
TelConcept reserves all rights in the Software not expressly granted herein, including without limitation ownership and proprietary rights. You may not reverse engineer, decompile or disassemble the Software, except insofar as such restriction is prohibited by law. You may not assign or otherwise transfer by operation of law or otherwise this Agreement or any rights or obligations herein without TelConcept's express written consent. This Agreement shall be binding and shall inure to the benefit of the parties, their successors and permitted assigns. Any Software that is downloaded from TelConcept for or on behalf of the United States of America, its agencies and/or instrumentalities ("U.S. Government") is provided with Restricted Rights. Use, duplication, or disclosure by the U.S. Government is subject to restrictions as set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or subparagraphs (c)(1) and (2) of the Commercial Computer Software - Restricted Rights at 48 CFR 52.227-19, as applicable. TRADEMARKS, COPYRIGHT AND THIRD PARTY MATERIALS. TelConcept hereby reserves all rights in its corporate names, service marks, logos, trade names, trademarks, websites and domain names (collectively "Marks") and nothing in this Agreement grants you the license to use such Marks. ADDITIONALLY, OTHER MARKS THAT APPEAR ON THIS SITE MAY BE MARKS OF THIRD PARTIES THAT ARE NOT AFFILIATED WITH TelConcept. TelConcept AND ITS AFFILIATES DO NOT CONTROL OR ENDORSE THE CONTENT OF THIRD PARTY WEBSITES. TelConcept reserves the right to change or update information on the Website without notice. All images, text, graphics, logos, sound, programs and any other material found on TelConcept's website are protected by United States copyright law and international treaties. Any reproduction or use of such material by you is expressly prohibited. Elements of the Website that are protected by trade dress and other laws and may not be copied or imitated in whole or in part. LINKS AVAILABLE ON THIS SITE MAY ENABLE YOU TO LEAVE THE SITE. THE LINKED SITES ARE NOT UNDER THE CONTROL OF HOTTELEPHONE.
TELCONCEPT IS NOT RESPONSIBLE FOR THE CONTENTS OF ANY LINKED SITE OR ANY LINK CONTAINED IN A LINKED SITE, OR ANY CHANGES OR UPDATES TO SUCH SITES. TELCONCEPT IS PROVIDING THESE LINKS TO YOU ONLY AS A CONVENIENCE AND THE INCLUSION OF ANY LINK DOES NOT IMPLY ENDORSEMENT BY TELCONCEPT OF THE SITE. IN NO EVENT WILL TELCONCEPT BE LIABLE FOR ANY CLAIM ATTRIBUTABLE TO ERRORS, OMISSIONS, OR OTHER INACCURACIES IN THE SERVICE AND/OR MATERIALS OR INFORMATION DOWNLOADED THROUGH, OR HYPERLINKED FROM, THE SITE. TelConcept may offer you products and services provided by third parties. These third party products and services are provided to you only as a matter of convenience and are not under the control of TelConcept. TelConcept is not responsible or liable for the contents, quality, performance or terms of use of any such third party's products or services. HIGH RISK ACTIVITIES. The Software is not fault-tolerant and is not designed, manufactured or intended for use or resale as on-line control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, direct life support machines, or weapons systems, in which the failure of the Software could lead directly to death, personal injury, or severe physical or environmental damage ("High Risk Activities"). Accordingly, Licensor and its suppliers specifically disclaim any express or implied warranty of fitness for High Risk Activities. Licensee agrees that Licensor and its suppliers will not be liable for any claims or damages arising from the use of the Software in such applications. NO OTHER WARRANTIES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TELCONCEPT DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT WITH RESPECT TO THE SOFTWARE, SITE AND SERVICE. TelConcept cannot and does not guarantee or warrant that the Software will be free of infection or viruses, worms, Trojan horses or other code that manifest contaminating or destructive properties. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for accuracy of data input and output, and for maintaining a means external to the Site for the reconstruction of any lost data. YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF THE SITE, SOFTWARE, AND SERVICE. ALL SERVICES PROVIDED BY TELCONCEPTE ARE PROVIDED "AS IS". TELCONCEPET DOES NOT WARRANT THAT THE SITE, SOFTWARE OR SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT ANY DEFECTS IN THE SITE, SOFTWARE OR SERVICE WILL BE CORRECTED. YOU, AND NOT TELCONCEPT, OR ANY OF ITS SUPPLIERS OR RESELLERS ASSUMES THE ENTIRE COST OF ANY SERVICE AND REPAIR. SOME STATES DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. LIMITATION OF LIABILITY. YOU ASSUME THE ENTIRE COST OF ANY DAMAGE RESULTING FROM THE INFORMATION CONTAINED IN OR COMPILED BY THE SOFTWARE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU ACKNOWLEDGE THAT TELCONCEPT AND ITS SUPPLIERS OR LICENSORS WILL NOT BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, INCIDENTAL OR CONSEQUENTIAL DAMAGES, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE, SITE OR SERVICE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. INDEMNIFICATION Upon a request by TelConcept, you agree to defend, indemnify, and hold harmless HotTeleLink and its parent, subsidiaries and other affiliated companies, and their employees, contractors, officers, and directors from all liabilities, claims, and expenses, including attorney's fees, that arise from your use or misuse of this site. HotTeleLink reserves the right, at it own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with HotTeleLink in asserting any available defenses. PROFESSIONAL SERVICES If any HotTeleLink professional services are provided, those services will be governed by a separate professional services agreement between you and HotTeleLink. Such services are acquired independently of the Software licensed hereunder, and the provision of those professional services is not essential to the functionality of the Software. USER ACCOUNT CONDITIONS HotTeleLink will provide users with a personal account. A prepaid, positive account balance in dollars (USD) is required in order to use HotTeleLink telephone services. Users may choose from among a variety of payment packages. For users selecting one-time charge packages, dollar account balances will remain in their user account for the time period stipulated in the package offer (e.g., 30, 60, 120 days, etc.). For users selecting recurring monthly subscription packages, dollar account balances in their user account will be automatically renewed at the end of each month. U.S. GOVERNMENT-RESTRICTED RIGHTS. The Software and accompanying documentation are deemed to be "commercial computer Software" and "commercial computer Software documentation" respectively, pursuant to DFAR Section 227.7202 and FAR Section 12.212, as applicable. Any use, modification, reproduction release, performance, display or disclosure of the Software and accompanying documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement. EXPORT RESTRICTIONS. You agree to comply with all export laws and restrictions and regulations of the United States or foreign agencies or authorities, and not to export or re-export the Software or any direct product thereof in violation of any such restrictions, laws or regulations or without all necessary approvals. You may not download, export, or re-export the Software (a) into, or to a national or resident of, any country to which the United States has embargoed goods, or (b) to anyone on the United States Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Deny Orders. By downloading or using the Software, you are representing and warranting that you are not located in, under the control of, or a national or resident of any such country or on any such list. TERMINATION.
TelConcept reserves the right to terminate the Service and your use of the Software and Site if you violate any of the terms contained in this Agreement. You may terminate this Agreement at any time. However, the provisions of the Sections of this Agreement entitled Trademarks, No Other Warranties, Limitation of Liability, Indemnification, and General shall survive such termination. GENERAL. This Agreement is governed by the laws of the United States and the State of Texas, without reference to principles governing conflicts of law. The controlling language for this agreement and all related documentation shall be English. Any dispute between you and TelConcept regarding this Agreement will be subject to the exclusive venue of the state and federal courts in the state of Texas. You agree to submit to exclusive jurisdiction in Harris County, Texas, and you expressly waive all defenses to jurisdiction. This Agreement is the entire agreement between you and TelConcept and supersedes any other communications or advertising with respect to the Software, Site, and Service. If any provision of this Agreement is held invalid, the remainder of this Agreement will continue in full force and effect. TelConcept's failure to insist upon or enforce strict performance of any provision of this Agreement shall not be construed as a waiver of any provision or right. Neither the course of conduct between the parties nor trade practice shall act to modify any provision of this Agreement. TelConcept may assign its rights and duties under this Agreement to any party at any time without notice to you. TelConcept may use your name in any customer reference list or in any press release issued by TelConcept regarding the licensing of the Software and/or provide your name to and the name of the Software licensed to you to third parties. Any feedback you provide to TelConcept shall be deemed to be non-confidential. TelConcept is free to use such information on an unrestricted basis. Should you have any questions concerning this Agreement, or if you desire to contact TelConcept for any reason, please contact us by email at CustomerSupport@hottelephone.com or by regular mail: TelConcept USA, Inc., 1521 Green Oak Place, Suite 105, The Woodlands, Texas 77339.