BETA TEST SERVICE TERMS AND CONDITIONS
ClackPoint is owned and operated by Voxeo Europe Limited, Berkeley Square House, 2nd Floor, Berkeley Square, London, W1J 6BD, a company registered in England
with company number 5787460 (“Voxeo”,
“Us”, “We”, “Our”).
The “Website” means the website hosted
at http://clackpoint.com/.
The “Beta Test Service” means the ClackPoint video,
audio and text conferencing facility, accessible via the
conference@clackpoint.com identity, the Website or any other means
Voxeo chooses, and/or the Clackpoint Gadget.
“Clackpoint Gadget” means a gadget capable of being
embedded in third party websites such as social networks and
accessible via telephone, Skype, Google Talk or any other means
Voxeo choses.
“User(s)” means users of Clackpoint Gadgets embedded by
You or for You.
By using the Beta Test Service You agree to be bound by these terms
and conditions hosted
at http://clackpoint.com/terms-and-conditions (the
“Terms”).
If You do not agree to these Terms, please refrain from using our
Website and the Beta Test Service.
If you embed the Clackpoint Gadget you shall ensure Users agree to
abide by these Terms. If Users do not agree to these Terms, you are
responsible for preventing those Users from accessing Clackpoint
Gadgets embedded by You or for You.
1 LICENCE GRANT
1.1 Voxeo hereby grants You a revocable, non-transferable,
non-exclusive licence without any right to sub-license, to download,
access and use the Beta Test Service, until terminated in accordance
with clause 9 and for the sole purpose of testing and evaluating the
Beta Test Service and subject to the conditions of these Terms.
1.2 Voxeo hereby grants You a revocable, non-transferable,
non-exclusive licence without any right to sub-license to embed the
Clackpoint Gadget in Your own sites or services, until such licence
is terminated in accordance with clause 9 and for the sole purpose
of testing and evaluating the Beta Test Service, as accessed via the
Clackpoint Gadget and subject to You complying and You procuring
that all Users comply with the conditions of these Terms. References
to “You” will hereafter in these Terms include
“Users” of the Beta Test Service via the Clackpoint
Gadget embedded in Your site(s) or service(s) or application(s) and
for the avoidance of doubt a breach of these Terms by such Users
shall constitute a breach by You.
1.3 You warrant that the Beta Test Service and any related
documentation will remain under Your control and that to the extent
that You are able, You will take all reasonable precautions to
safeguard the Beta Test Service against unauthorised use.
1.4 For the avoidance of doubt these Terms supersede and replace any
other licence agreement which You are required to enter into prior
to downloading, accessing and/or using the Beta Test Service.
1.5 For the avoidance of doubt Voxeo is not obligated to provide
maintenance, technical support or updates to You and in no event
shall Voxeo be obligated to provide You with a copy of or access
to the commercial release version of the Beta Test Service if it is
commercialised.
1.6 By using or embedding the Beta Test Service You confirm that You
are at least 18 years old, and are legally authorised to enter to a
legal agreement accepting these Terms.
1.7 Embedding and using the Beta Test Service is currently free of
charge, however Voxeo reserves the right to charge for access to
the Beta Test Service, the Website or other Voxeo services in the
future.
1.8 You are responsible for making all arrangements necessary for
You to have access to the Beta Test Service. You are also
responsible for ensuring that all persons who access the Beta Test
Service through Your internet connection are aware of these Terms,
and that they comply with them.
2 INTELLECTUAL PROPERTY
2.1 All proprietary rights in and to the Beta Test Service which are
owned by Voxeo or its licensors, (including but not limited to
all inventions, patents, copyrights, database rights and all
other classes of intellectual property), any improvements made
to the Beta Test Service, whether submitted or suggested by You
or otherwise and any material posted on the Website, shall be
and remain the property of Voxeo or its licensor. Nothing in
these Terms shall be construed as transferring any right of
ownership over any such property to You.
2.2 By using the Beta Test Service You acknowledge that it includes
open source software licensed under the terms of the Apache
Licence Version
2.0. http://www.opensource.org/licenses/apache2.0.php.
You further agree to comply with the terms of such licence to
the extent applicable to Your use of the Beta Test Service.
2.3 Except as expressly permitted in these Terms or with the prior
written consent of Voxeo, You shall not:
2.3.1 use the Beta Test Service in any way that breaches any
applicable local, national or international law or regulation;
2.3.2 adapt modify or alter in any way the whole or any part of the
Beta Test Service;
2.3.3 use the Beta Test Service for any illegal or unauthorised
purpose including, but not limited to, fraud or infringement
of copyright;
2.3.4 use the Beta Test Service to transmit worms, viruses or other
code of a destructive nature;
2.3.5 use the Beta Test Service to harm, harass, abuse, impersonate,
threaten or intimidate others, including minors;
2.3.6 use the Beta Test Service to send, knowingly receive, upload,
download, use or re-use any material which does not comply
with the content standards as set out at clause 3 below;
2.3.7 use the Beta Test Service for advertising, or for responding
to adverts;
2.3.8 copy, disassemble, decompile, reverse engineer or convert the
whole or any part of the Beta Test Service from object code
into source code except to the extent permitted by law;
2.3.9 subject to clause 1.2 merge or combine the whole or any part
of the Beta Test Service with any other software; or
2.3.10 publish, market, sell or otherwise dispose of the Beta Test
Service to any third party;
2.3.11 access without authority, interfere with, damage or disrupt:
2.3.11.1 any part of the Beta Test Service;
2.3.11.2 any equipment or network on which the Beta Test Service is
stored;
2.3.11.3 any software used in the provision of the Beta Test
Service; or
2.3.11.4 any equipment or network or software owned or used by any
third party.
2.3.12 subject to clause 1.2, not to provide or otherwise make
available the Beta Test Service in whole or in part
(including but not limited to program listings, object and
source program listings, object code and source code), in any
form to any person [other than your employees] without prior
written consent from Voxeo;
3 CONTENT STANDARDS
3.1 These content standards apply to any and all information which
You provide to, upload to, or transmit through, the Beta Test
Service or the Website. The standards apply to each part of any
information as well as to its whole.
3.2 The standards apply to each part of any information as well as
to its whole.
3.3 Information must:
3.3.1 be accurate (where it states facts);
3.3.2 be genuinely held (where it states opinions); and
3.3.3 comply with applicable law in the UK and in any country from
which it is posted.
3.4 Information must not:
3.4.1 contain any material which is defamatory of any person;
3.4.2 contain any material which is obscene, offensive, hateful or
inflammatory;
3.4.3 promote sexually explicit material;
3.4.4 promote violence;
3.4.5 promote discrimination based on race, sex, religion,
nationality, disability, sexual orientation or age;
3.4.6 infringe any copyright, database right or trade mark of any
other person;
3.4.7 be likely to deceive any person;
3.4.8 be made in breach of any legal duty owed to a third party,
such as a contractual duty or a duty of confidence;
3.4.9 promote any illegal activity;
3.4.10 be threatening, abusive or invade another's privacy, or cause
annoyance, inconvenience or needless anxiety;
3.4.11 be likely to harass, upset, embarrass, alarm or annoy any
other person;
3.4.12 be used to impersonate any person, or to misrepresent your
identity or affiliation with any person;
3.4.13 give the impression that it emanates from Voxeo, if this is
not the case; or
3.4.14 advocate, promote or assist any unlawful act such as (by way
of example only) copyright infringement or computer
misuse.
3.5 By using the Beta Test Service You acknowledge and agree to the
terms of Our Third Party Rights
Policy http://clackpoint.com/terms-and-conditions/third-party-rights-policy.
4 CONFIDENTIAL INFORMATION
4.1 Voxeo has imparted and may from time to time impart to You
certain confidential information relating to the Beta Test
Service (including specifications thereof) and You may otherwise
obtain confidential information concerning the Beta Test Service
or the business and affairs of Voxeo pursuant to these
Terms. You hereby agree that You will use such confidential
information solely for the duration and purposes of these Terms
and that You shall not disclose, whether directly or indirectly,
to any third party such information.
4.2 The foregoing provision shall not prevent the disclosure or use
by You of any information which is or hereafter through no fault
of You becomes public knowledge or to the extent permitted by
law.
5 DATA HANDLING AND DATA PROTECTION
5.1 You agree that You are solely responsible for generating and
distributing any pins or other codes required to use the Beta
Test Service.
5.2 Voxeo accepts no responsibility for ensuring the privacy of
any use of the Beta Test Service or of any codes or pins
associated with use of the Beta Test Service.
5.3 For operational reasons and to obtain feedback, Voxeo may
require, from time to time, to maintain information about You,
including, but not limited to, Nickname, caller ID, screen name
and IP address. Voxeo will attempt to hold such information in
confidence as far as is reasonable and permitted by law.
5.4 Voxeo may at its discretion record audio and video
transactions for staff training and quality control purposes or
compliance with legal obligations.
5.5 Voxeo warrants that it shall comply with the provisions of the
Data Protection Act 1998 and any equivalent, associated or
successor legislation and shall not do anything or permit
anything to be done which might lead to a breach of any such
legislation.
5.6 Further details of Voxeo's commitment to protecting and
respecting Your privacy, is set out in the Privacy
Policy http://clackpoint.com/terms-and-conditions/privacy-policy.
6 NO WARRANTY
6.1 The Beta Test Service is supplied “as is” without
any warranty of any kind.
6.2 Voxeo will not be liable if for any reason the Beta Test
Service or the Website is unavailable at any time or for any
period.
6.3 You acknowledge that the Beta Test Service may contain bugs,
faults or errors that may cause damage to Your systems or
processes and is therefore not ready for live production
use. You agree to use the Beta Test Service at Your own
risk.
6.4 These express Terms are in lieu of all warranties conditions
undertakings terms and obligations implied by statute common law
trade usage course of dealing or otherwise all of which are
hereby excluded to the fullest extent permitted by law.
6.5 Voxeo shall not be liable for any direct, indirect or
consequential loss or damage including loss or damage to Your or
any other person's data or computer programs arising out of or
in connection with the Beta Test Service or these Terms and
Voxeo's total aggregate liability for any loss or damage in
respect of the Beta Test Service or these Terms shall in no
circumstances exceed the sum of £100.
6.6 Nothing in these Terms shall be construed as limiting or
excluding liability for personal injury or death caused by
negligence or for fraud or for any other liability not
excludable by law.
6.7 You shall defend, indemnify, and hold Voxeo, its affiliates
and its affiliates' employees, contractors, directors,
suppliers, and representatives harmless from all liabilities,
claims and expenses, including reasonable attorney's fees, that
arise from Your:
6.7.1 use or misuse of, or access to the Beta Test Service or the
Website;
6.7.2 breach of these Terms; or
6.7.3 infringement, or an infringement by any third party using Your
account, of any intellectual property or other right of any
person or entity, whether or not such third party agreed to
these Terms.
6.8 If You are embedding the Beta Test Service You shall defend,
indemnify, and hold Voxeo, its affiliates and its affiliates'
employees, contractors, directors, suppliers, and
representatives harmless from all liabilities, claims and
expenses, including reasonable attorney's fees, that arise from
Users':
6.8.1 use or misuse of, or access to the Beta Test Service or the
Website;
6.8.2 breach of these Terms; or
6.8.3 infringement of any intellectual property or other right of
any person or entity, whether or not such User agreed to these
Terms.
6.9 Voxeo reserves the right to remove any information provided or
uploaded to the Website or the Beta Test Service by You which
may infringe the rights of a third party and to assume the
exclusive defence and control of any matter otherwise subject to
indemnification by You, in which event You will assist and
cooperate with Voxeo in asserting any available
redress.
7 SERVICE AVAILABILITY
7.1 The Beta Test Service is only intended for use by people
resident in the European Union. Voxeo reserves the right to
refuse access to its Beta Test Service and Website by
individuals outside such region and some restrictions are placed
on the extent to which Voxeo allow use in specific
countries.
7.2 Voxeo makes no representation that the Beta Test Service, the
Website or its content is appropriate or available for use in
locations outside of the United Kingdom, and accessing the Beta
Test Service or Website is prohibited in territories where such
content is illegal. If You access the Beta Test Service from
other locations, You do so at your own initiative and are
responsible for compliance with any applicable local
laws.
8 VIRUSES, HACKING AND OTHER OFFENCES
8.1 You must not misuse the Beta Test Service by knowingly
introducing viruses, trojans, worms, logic bombs or other
material which is malicious or technologically harmful. You must
not attempt to gain unauthorised access to the Beta Test
Service, the server on which the Beta Test Service is stored or
any server, computer or database connected to the Beta Test
Service. You must not attack the Beta Test Service via a
denial-of-service attack or a distributed denial-of service
attack.
8.2 By breaching this provision, You would commit a criminal offence
under the Computer Misuse Act 1990. Voxeo will report any such
breach to the relevant law enforcement authorities and will
co-operate with those authorities by disclosing Your identity to
them. In the event of such a breach, Your right to use the Beta
Test Service will cease immediately.
8.3 Voxeo will not be liable for any loss or damage caused by a
distributed denial-of-service attack, viruses or other
technologically harmful material that may infect Your computer
equipment, computer programs, data or other proprietary material
due to Your use of the Beta Test Service or to Your downloading
of any material posted on it, or on any website linked to
it.
9 SUSPENSION AND TERMINATION
9.1 Voxeo will determine, in its discretion, whether there has
been a breach of the acceptable use requirements through Your
use of the Beta Test Service. When a breach of these terms has
occurred, Voxeo may take such action as it deems
appropriate.
9.2 Failure to comply with these terms, may result in Voxeo taking
all or any of the following actions:
9.2.1 immediate, temporary or permanent withdrawal of Your right to
use the Beta Test Service;
9.2.2 immediate, temporary or permanent removal of any posting or
material uploaded by You to the Beta Test Service;
9.2.3 issue of a warning to You;
9.2.4 legal proceedings against You for reimbursement of all costs
on an indemnity basis (including, but not limited to,
reasonable administrative and legal costs) resulting from the
breach;
9.2.5 take further legal action against You; and/or
9.2.6 disclosure of such information to law enforcement authorities
as Voxeo reasonably feels is necessary.
9.3 These Terms shall automatically terminate on the date that
Voxeo posts a notice on its website
at http://clackpoint.com/
that a production version of the Beta Test Service has been
released, or upon written notice from Voxeo at any time before
such termination.
9.4 Access to the Website is permitted on a temporary basis, and
Voxeo reserves the right to withdraw or amend the Beta Test
Service or the Website without notice. Voxeo reserves the
right to deny use of the Beta Test Service or the Website to
anyone at any time.
9.5 On termination You shall forthwith cease making any use of the
Beta Test Service and shall irretrievably delete the Beta Test
Service in its entirety from Your computer systems and from any
sites in which You have embedded, authorised or permitted the
embedding of the Clackpoint Gadget and, at Voxeo's option,
either return to Voxeo any original Beta Test Service and any
related documentation supplied by Voxeo or destroy the same
and certify in writing to Voxeo that they have been
destroyed.
9.6 Clauses 2.1, 2.2, 4, 5, 6, 9, and 10 shall survive expiry or
termination of these Terms.
10 GENERAL
10.1 Each party to these Terms is an independent contractor.
10.2 Voxeo will not be held responsible for any delay or failure
to comply with its obligations under these Terms if the delay
or failure arises from any cause which is beyond its reasonable
control.
10.3 No waiver by Voxeo of any breach by You of any provision of
these Terms shall be deemed a waiver of any subsequent breach
of the same or any other provision.
10.4 Voxeo may revise these terms of use at any time by amending
this page. You are expected to check the copy of these terms
provided
at http://clackpoint.com/terms-and-conditions
from time to time to take notice of any changes Voxeo makes,
as they are binding on You. Some of the provisions contained in
these terms of use may also be superseded by provisions or
notices published elsewhere on the Beta Test Service or
Website.
10.5 When using the Beta Test Service, You accept that communication
with Voxeo will be mainly electronic. Voxeo will provide
You with information by posting notices on the Website. For
contractual purposes, You agree to this electronic means of
communication and You acknowledge that all contracts, notices,
information and other communications that Voxeo provide to
You electronically comply with any legal requirement that such
communications be in writing. This condition does not affect
Your statutory rights.
10.6 These Terms and all documents referred to within them
constitute the entire and only agreement between the parties in
relation to its subject matter and replace and extinguish all
prior or simultaneous agreements, undertakings, arrangements,
understandings or statements of any nature made by the parties
or any of them whether oral or written (and, if written,
whether or not in draft form) with respect to such subject
matter. Each of the parties acknowledges that they are not
relying on any statements, warranties or representations given
or made by any of them in relation to the subject matter of
these Terms, save those expressly set out in these Terms, and
that they shall have no rights or remedies with respect to such
subject matter otherwise than under these Terms save to the
extent that they arise out of the fraud or fraudulent
misrepresentation of another party.
10.7 The Contracts (Rights of Third Parties) Act 1999 shall not
apply to these Terms.
10.8 You shall not assign, sub-contract, license, declare any trust
over or otherwise dispose of any part of Your rights or
obligations under this contract without the prior written
consent of Voxeo.
10.9 If any provision of these Terms is held by any competent
authority to be invalid or unenforceable in whole or in part
the validity of the other provisions of these Terms and the
remainder of the provision in question shall not be affected
thereby.
10.10 These Terms shall be construed and applied in accordance with
the laws of England and the parties hereby submit to the
non-exclusive jurisdiction of the courts of England.
