THE USE OF THIS WEBSITE AND THE SERVICES ARE CONDITIONED UPON COMPLIANCE AND ACCEPTANCE OF THIS AGREEMENT.
THIS AGREEMENT IS BETWEEN THE INDIVIDUAL OR LEGAL ENTITY USING, PURCHASING OR OPENING AN ACCOUNT FOR SERVICES ("USER") AND SHANGHAI SHRINE CO. ("SHRINE").
“CUSTOMER” MEANS THE INDIVIDUAL OR LEGAL ENTITY USING, PURCHASING OR OPENING AN ACCOUNT FOR SERVICES AND ”PARTICIPANT” MEANS ANY PERSON DESIGNATED BY CUSTOMER WHO ORGANIZE, MANAGES OR ATTENDS A CONFERENCE, UNDER CUSTOMER’S RESPONSIBILITY, IRRESPECTIVE OF WHETHER SUCH PERSON HAS A RELATIONSHIP WITH CUSTOMER. CUSTOMER AND PARTICIPANT ARE COLLECTIVELY REFERRED AS “USER”
BY INSTALLING, ACCESSING, OR OTHERWISE USING SERVICES, USER AGREES TO BE BOUND BY THIS AGREEMENT. USER’S ATTENTION IS PARTICULARLY DRAWN TO THE FOLLOWING ARTICLES: PAYMENTS AND CHARGES, PRICE CHANGES, LIMITED WARRANTIES, LIMITATION OF LIABILITY AND INDEMNIFICATION. IF USER DOES NOT AGREE WITH ANY OF THE TERMS OF THIS AGREEMENT, DO NOT USE THE SERVICES. USER IS ENCOURAGED TO PRINT OR DOWNLOAD THESE TERMS AND CONDITIONS AND SAVE THEM FOR USER'S RECORDS.
This Agreement governs the purchase and use of audio, video and web conferencing services and related products and services of Shrine ("Shrine Services") and its third party suppliers ("Third Party Services") (the Shrine Services and Third Party Services are referred to collectively as the "Services"). Shrine may alter, expand, or reduce the features of the Services from time to time without notice to User. User agrees that Shrine obligation to provide Services is conditioned upon User providing all information and assistance reasonably required to perform the Services and User hereby agrees to timely provide all such information and assistance. Shrine reserves the right to reclaim any dial-in numbers at any time. User acknowledges that not all Services can be guaranteed from all locations including, but not limited to via mobile telephones, pay phones or satellite phones due to various in-country, carrier or other restrictions.
The Term of this Agreement or any Order Form shall remain in effect until terminated in accordance with the provisions of this Agreement (the "Term").
Either User or Shrine may terminate this Agreement at any time for convenience upon written notice to the other party; provided that the term of each Order Form, if any, shall be governed by such Order Form and shall continue for the term of the Order Form notwithstanding any termination of this Agreement. The termination of any Order Form shall not otherwise effect the Term of this Agreement or any other Order Form.
This Agreement or any Order Form may be terminated by the non breaching party upon a material breach by the other party of a material provision of this Agreement or the relevant Order Form and such breach is not cured within sixty (60) days after written notice or within ten (10) days after written notice if the breach is a payment breach.
The termination of any Order Form shall not otherwise affect the Term of this Agreement or any other Order Form. If Customer terminates any Order Form for cause: (a) Customer will pay for all Services rendered up to the date of termination; (b), Shrine will reimburse Customer for any amounts prepaid by Customer for Services not rendered; and (c) Customer shall be relieved of any future payments due under such Order Form. Otherwise, upon any termination of this Agreement or any Order Form, Customer shall pay for: (a) all Services rendered up to the date of termination; and (b) any minimum shortfall or future amounts due under this Agreement and any Order Form including the current renewal thereof, if applicable. All use of Services after termination shall be billed at standard rates.
Shrine will invoice Customer electronically free of charge or via paper invoice for a fee. Customer agrees to make payment for all Services upon receipt of invoice, or such later date if specified on the invoice, to the location and in the manner directed on the invoice. Invoices not paid on a timely basis will be subject to interest or late fees in accordance with the Shrine finance policy or the maximum legally allowable interest rate, whichever is lower. Customer may obtain the finance policy applicable to Customer's location by contacting legal@shrine.com. Customer must notify Shrine of any disputed charges within thirty (30) days from the date of the invoice, otherwise Customer will be deemed to agree to such charges and Shrine will not be subject to making adjustments to charges or invoices. Customer acknowledges and agrees, that: (1) unless indicated otherwise, Services are charged by multiplying all inbound or outbound legs of all conferences by the applicable per minute rate; (2) Service rates specifically negotiated by Customer and agreed to by Shrine as indicated on Shrine' invoices to Customer shall be deemed "Negotiated Rates;" (3) Services that are not subject to Negotiated Rates, including conference legs to or from a location outside the host country and all taxes, fees, and surcharges, will be charged at InterCall’ standard rates ("Standard Rates"); (4) Customer may obtain Shrine’ Standard Rates through Customer's sales or account representative or in some cases through Customer's web account.
PRICE CHANGES: CUSTOMER ACKNOWLEDGES AND AGREES THAT STANDARD RATES ARE SUBJECT TO CHANGE AT ANY TIME WITHOUT SHRINE PROVIDING SPECIFIC NOTICE TO CUSTOMER BY SHRINE POSTING NEW STANDARD RATES. CUSTOMER THEREFORE AGREES TO CHECK SHRINE' STANDARD RATES FROM TIME TO TIME AND IN EACH CASE PRIOR TO USING ANY SERVICES SUBJECT TO STANDARD RATES. NEGOTIATED RATES ARE SUBJECT TO CHANGE AT ANY TIME ON THIRTY (30) DAYS PRIOR WRITTEN NOTICE TO CUSTOMER. CUSTOMER AGREES THAT EITHER OR BOTH OF NEGOTIATED RATES AND STANDARD RATES MAY BE INCREASED BY SHRINE BY 15% EACH YEAR WITHOUT PRIOR NOTICE TO CUSTOMER. IN LIGHT OF THE PRICE CHANGING POLICIES HEREIN, CUSTOMER THEREFORE AGREES TO CAREFULLY REVIEW EACH INVOICE PRIOR TO MAKING PAYMENT AND TO NOTIFY SHRINE OF ANY RATE DISPUTES WITHIN THIRTY (30) DAYS FROM THE DATE OF THE INVOICE, OTHERWISE CUSTOMER WILL BE DEEMED TO AGREE TO SUCH RATES AND TO HAVE WAIVED ANY RIGHTS TO DISPUTE THEM IF NOT RAISED WITHIN THIRTY (30) DAYS FROM THE DATE OF THE INVOICE.
In the event charges due are not timely paid in full for any reason, Shrine shall have the right to suspend all or any portion of the Services until such time as all charges and applicable interest amounts and/or late fees have been paid. In addition, if any outstanding invoice has not been paid in full within 60 days of the date due, Shrine may (i) increase the per minute or per use charge for any service by up to 15% beginning with Customer’s usage on the 61st day in which the invoice was due; and (ii) charges and features that may have been waived in the past will no longer be waived, both of which may be done without any further notice. The new rates, if applied by Shrine, will continue in affect until a written agreement expressly lowering such rate is executed by an authorized representative of each party. This rate increase is in addition to any and all other rate increases allowed pursuant to these terms and conditions. Following such payment, Shrine may reinstate Services only upon satisfactory assurance of Customer's ability to pay for Services, including modified payment terms such as prepayment and/or accelerated invoicing. Such suspension shall not relieve Customer of any payment liability. Customer agrees to reimburse Shrine for any costs, expenses, or fees expended by Shrine in connection with any collection efforts against Customer, including reasonable internal and outside attorneys' fees.
In addition to the rates for the Services, Customer shall pay all applicable fees, duties, tolls, administrative assessments, surcharges, or taxes now or hereafter attributable to the Services and included on Customer's invoice.
Subject to User's compliance with the terms and conditions of this Agreement, Shrine hereby grants User a non-exclusive, non-transferable, worldwide license to use the Services during the applicable Term. Shrine will have no obligation to provide User with, and this license does not entitle User to receive, any hard-copy documentation or other printed materials, technical support services, telephone assistance or modifications, enhancements or supplements to the Services. Except as specifically set forth herein, Shrine or its suppliers retain all right, title, and interest, including all intellectual property rights, relating to or embodied in the Services, including without limitation all technology, telephone numbers, web addresses, software, or systems relating to the Services. User agrees not to reverse engineer, decompile, disassemble, translate, or attempt to learn the source code of any software related to the Services. User agrees that use of Third Party Services is subject to the license agreement of such third party supplier. Named user licenses cannot be shared among multiple individuals and separate named user licenses must be purchased for each individual. User is responsible for monitoring and maintaining its use accordingly. Other than using the Services for conferences or meetings in which User are an active participant, User may not resell the Services or otherwise generate income from the Services.
Customer is responsible for maintaining the confidentiality of Customer's accounts, owner numbers, conference codes, passwords and personal identification numbers used in conjunction with the Services and for all uses of the Services in association with Customer's accounts whether or not authorized by Customer. Shrine does not sell products or services for children. User will not allow children under 18 to use the Services without the involvement of a parent or guardian. User agrees to immediately notify Shrine of any unauthorized use of User's account of which User become aware.
Customer is the sole owner of content and solely responsible for the content of all communications (visual, written or audible) using Customer's accounts. User shall comply with all laws while using the Services; shall not transmit any communication that violates any law, court order, or regulation; shall not violate any third party rights in using the Services; and shall not use the Services in any way that damages InterCall' property or interferes with or disrupts Shrine' system or other users. Although Shrine is not responsible for any such communications, Shrine may suspend any such communications of which Shrine is made aware. Use of conference recording or taping any use of the Services by User may subject User to laws or regulations and User is solely responsible for and obligated to provide any required notification to participants prior to commencement of said conference. User acknowledges and agrees that Shrine has not and is not expected to provide User with any analysis, interpretation or advice regarding User's compliance with the above and does not control User's content nor guarantee the accuracy, integrity, security or quality of User's content.
The information Shrine holds about User will be used to provide the Services and for identification, account administration, analysis and fraud/loss prevention purposes. Each party will comply with all applicable personal data protection and privacy laws where such party is located (the "Data Protection Laws"). The parties acknowledge and agree that: (i) Shrine may have access to personal data under the Data Protection Laws and will: (a) use it solely for the purpose of providing the Services; (b) process it only in accordance with User's instructions; and (c) take appropriate technical and organizational measures to prevent unauthorized or unlawful processing, accidental loss, destruction or damage to it; (ii) personal data may be processed by Shrine, affiliates and its suppliers throughout the world; and (iii) User is the data controller and retains full responsibility for the data processed on its behalf by Shrine acting as data processor. More details about how that information is used can be found in Shrine' privacy policy which governs User's visit to Shrine' Website and use of the Services. Copies are also available from us by post, by contacting customer service.
If User uses Services to send fax, email, phone, text, SMS, or other messages ("Messages") to any recipients (the "Recipients") as a condition for using such Services, User represents and warrants that a) that User will not make any automated outdials to induce the purchase of goods or services or to solicit a charitable contribution; and (b) User has the legal right to send all Messages to the Recipients (including obtaining any required consents from the Recipients) and the content timing and purpose of all Messages, campaigns and programs are in compliance with all applicable laws, rules and regulations including those with respect to timing, content, do not call lists. User further acknowledges that User is the sender of all Messages and Shrine is acting at User's direction as the broadcaster of the Messages. Shrine does not provide content and User shall be solely responsible for all content of the Messages and for providing any list of names, numbers or addresses for Shrine to utilize in sending Messages.
User acknowledges that the laws and regulations of the United States restrict the export and re-export of commodities and technical data of United States origin, including the Services and any related software. Without limiting the foregoing, User acknowledges that the Services and any related software are or may be an "encryption item" subject to controls under the Export Administration Regulations promulgated by the U.S. Department of Commerce. User agrees not to export or re-export the Services or any related software in any form in violation of the export laws of the United States or any foreign jurisdiction.
ALL SERVICES ARE PROVIDED "AS IS" AND "WITH ALL FAULTS" AND WITHOUT ANY WARRANTY. USER UNDERSTANDS AND AGREES THAT SHRINE’ SERVICES AND THE WEBSITE ARE PROVIDED "AS IS" AND "AS AVAILABLE". SHRINE AND ITS SUPPLIERS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. SHRINE MAKES NO WARRANTY OR REPRESENTATION REGARDING ANY INFORMATION, MATERIALS, GOODS OR SERVICES OBTAINED THROUGH SHRINE' SERVICES OR WEBSITES, OR THAT THE SERVICES WILL MEET ANY OF USER'S REQUIREMENTS, OR BE UNITERRUPTED, TIMELY, SECURE OR ERROR FREE. USE OF THE SERVICES AND WEBSITE ARE AT USER'S SOLE RISK. SHRINE IS NOT LIABLE FOR ACTS OR OMISSIONS OF OTHER SERVICE PROVIDERS, FOR INFORMATION OR CONTENT OF COMMUNICATIONS, THIRD PARTY SERVICES, EQUIPMENT FAILURE OR MODIFICATION, OR CAUSES BEYOND SHRINE' REASONABLE CONTROL.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL SHRINE, OR ITS SUPPLIERS OR THEIR AFFILIATES, BE LIABLE FOR ANY INDIRECT, EXEMPLARY, SPECIAL, PUNITIVE, CONSEQUENTIAL OR INCIDENTAL DAMAGES WHATSOEVER OR LOSS OF GOODWILL, DATA OR PROFITS, OR COST OF COVER ARISING OUT OF, OR RESULTING FROM THE SERVICES, THIS AGREEMENT OR ANY ORDER FORM REGARDLESS OF THE LEGAL THEORY OF RECOVERY, EVEN IF SHRINE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR DAMAGES THAT ARE REQUIRED BY LAW TO BE PAID, USER AGREES THAT ALL DAMAGES ARE EXCLUDED EXCEPT FOR THE DIRECT DAMAGES THAT ARE ACTUALLY INCURRED BY USER IN REASONABLE RELIANCE, UP TO THE LESSER OF THE AMOUNT OF A REFUND OF THE PRICE ACTUALLY PAID FOR THE SERVICES DURING THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE FILING OF SUCH CLAIM REGARDLESS OF THE FORM OF ACTION OR CLAIM (E.G., CONTRACT, WARRANTY, TORT, STRICT LIABILITY, NEGLIGENCE, FRAUD, OR OTHER LEGAL THEORY) OR TEN THOUSAND YUAN RENMINBI (CNY10,000).
Customer shall indemnify, defend and hold Shrine, its suppliers, their affiliates and their officers, directors and employees (the “Shrine’s Indemnitees") harmless from any and all claims, actions, suits, proceedings, costs, expenses, damages and liabilities, including reasonable attorneys' fees, which arise out of or relate to: (1) Customer's use of the Services (including without limitation, any Participant or person accessing the Services using Customer's account); (2) any actual or alleged violation of this Agreement, any Order Form or any applicable law, rule or regulation by Customer or any Participant or person accessing the Services using Customer's account; (3) any actual or alleged infringement or violation by Customer or any Participant or person accessing the Services using Customer's account of any intellectual property or privacy or other right of any person or entity, or (4) any actual or alleged infringement arising from the combination of the Services with any of Customer’s products, services, hardware or business process(s).
If any part of this Agreement is determined to be invalid or unenforceable, then such invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the allocation of risks and the remainder of the Agreement will continue in effect. If any provision(s) is found to be contrary to law, then such provision(s) will be construed, as nearly as possible, to reflect the intentions of the parties with the other provisions remaining in full force and effect. l Shrine' failure to exercise or enforce any right or provision of this Agreement will not constitute a waiver of such right or provision unless agreed to by Shrine in a non-electronic writing manually signed by a duly authorized representative of Shrine. If there is any law, rule, regulation or policy that causes Shrine to be regulated or that causes the Agreement or Services to be in conflict with such law, rule, regulation or policy, Shrine may terminate or modify the affected Services without liability.
Shrine and User agree to use commercially reasonable efforts to protect from unauthorized disclosure Confidential Information of the other party. Confidential Information shall mean information that derives economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use and marked as Confidential ("Confidential Information"). The parties agree that Confidential Information may be disclosed to employees, affiliates, suppliers or advisors on a need-to-know basis and who agree to be bound by confidentiality terms and conditions at least as stringent as those herein. This confidentiality obligation shall not apply to any information (i) independently developed by a party, (ii) generally available to the public other than by a party's breach of this Agreement, (iii) already known by a party at time of disclosure to that party, or (iv) rightfully received from a third party without restriction on disclosure or an obligation of confidentiality running directly or indirectly to the other party. Nothing shall prevent or prohibit the receiving party from providing access to Confidential Information as may be required by law, rule or regulation provided that the receiving party gives as much notice as is reasonably practical and provides reasonable assistance to the disclosing party in challenging the disclosure so required by law, rule or regulation. Notwithstanding the foregoing, the parties acknowledge that Recipient shall not be required to return to Discloser or destroy those copies of Information residing on Recipient's backup, disaster recovery or business continuity systems and the obligations hereunder with respect to such Information shall survive until such Information is destroyed.
Except as otherwise expressly provided herein, all remedies provided for in this Agreement shall be cumulative and in addition to and not in lieu of any other remedies available to either party at law, in equity, or otherwise. User acknowledges that Shrine is an independent contractor, and no agency, partnership, joint venture, employee-employer or franchisor-franchisee relationship is intended or created by this Agreement. This Agreement is for the sole benefit of Shrine and its affiliates and User and is not intended to, nor shall it be construed to, create any right or confer any benefit on any other party. The parties do not intend that this Agreement will be enforceable by any person not a party to this Agreement. The parties confirm that they wish to have this Agreement written in English only. . User authorizes Shrine' monitoring including recording of calls for the purposes of quality assurance and User further consent to Shrine' use of automatic dialing equipment to contact User. Shrine' performance of the Services is subject to existing laws and legal process, and nothing contained in this Agreement or any Order Form is in derogation of Shrine ' right to comply with governmental, judicial and law enforcement requests or requirements relating to User's use of Shrine' Website, the Services or information provided to or gathered by Shrine with respect to such use. User may not assign this Agreement or any Order Form to any other person or entity without Shrine' prior written approval, but nothing restricts Shrine' ability to assign this Agreement or any Order Form or subcontract the Services hereunder.
This Agreement will be governed and construed in accordance with the laws of the People’s Republic of China, without giving effect to applicable conflict of laws provisions. Any dispute regarding this Agreement will be resolved as specified in this subsection. Upon the written request of either Party, each Party will appoint a designated representative to try to resolve such dispute. Such representatives will negotiate in good faith to try to resolve the dispute. If the representatives do not resolve the dispute within ten (10) days after the date a Party requested the appointment of representatives, then the Parties shall submit the dispute to a panel of one arbitrator appointed according to the Arbitration Rules of the China International Economic and Trade Arbitration Commission (CIETAC) for exclusive resolution. The arbitration shall take place in Beijing, China at CIETAC. The arbitration language shall be the English language. The arbitration award shall be final and binding upon the parties and the costs of the arbitration shall be borne by the losing party, unless otherwise specified in the arbitration award: User waive all defenses including but not limited to sovereign immunity, lack of personal jurisdiction and forum non conveniens and expressly waive any right to bring suit or have any action heard in User's local courts.
Shrine will not be responsible for delays and/or defaults in its performance due to causes beyond its reasonable control, including, but without limiting the generality of the foregoing; acts of terrorism, wars, hostilities, revolutions, riots, civil commotion, national emergency, fire or explosion, flood, force of nature, embargoes, accidents, acts of God, or stability or availability of the Internet, the elements; telecommunication system failure; technology attacks, epidemic; quarantine; viruses; strike; lockouts; disputes with workmen or their labor disturbances; total or partial failure of transportation, utilities, delivery facilities, or supplies; acts or request of any governmental authority; or any other cause beyond Shrine' control, whether or not similar to the foregoing.
Unless Customer has a valid Service Agreement in place with Shrine (a “Service Agreement”), this Agreement in addition to Order Forms, if any, executed by the parties (each an "Order Form") constitute the entire agreement between Shrine and Customer with respect to the Services and supersedes all prior or contemporaneous communications and proposals, representations, promises, or agreements, whether electronic, oral, or non-electronic, between Shrine and Customer regarding them. In the event of a conflict between this Agreement and either (i) a Service Agreement or (ii) an executed Order Form, the order of precedence shall be the Service Agreement, then the Order Form, then this Agreement. Customer agrees that any terms or conditions contained in any document, including but not limited to a purchase order, acknowledgement, email, or other document that Customer may now or later provide to InterCall, will have no effect and that, except as set forth above, this Agreement is the only contract between Shrine and Customer regarding the Services and may only be amended as set forth herein.. A printed version of this Agreement and of any notice given to Customer in electronic form will be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
Notices from Shrine to Customer under this Agreement may be sent by mail, email, fax or other electronic media and will be considered given upon delivery to the physical address, fax number, email address or other contact information provided by Customer for billing or account management purposes. Notices to Shrine must be sent to the address mentioned in Shrine' invoice to Customer. . All notices shall be in English.
Shrine may, at any time, amend the provisions of this Agreement. Any amendment proposed by User may only be accepted by Shrine in a non-electronic writing manually signed by authorized representatives of the parties. Notwithstanding anything in this Section to the contrary, if Shrine posts amended terms on its Website, such terms will automatically become effective ten (10) days after they are posted on the Website. By using the Services after such revised terms are posted, User agrees to be bound by any such amended provisions. Therefore, User agrees to periodically visit the Website to examine the then-current Agreement.
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