Oxygen Nine - Discalaimer

1. Subscription Services
This Agreement sets forth the terms and conditions governing Oxygen Nine Pure Help Desk ("Oxygen Nine") performance and delivery of its service ("Service") described in any associated Subscription Contract ("Contract"). Customer may subscribe to and purchase the Service by executing a Contract setting for the applicable Service subscription period ("Subscription Period") subject to the terms and conditions of this Agreement. Service is for Customer use only, and not for the purpose of redistribution or resale of the Service without a specific authorization by Resale contract ; Customer may not resell service to third party individuals and entities. Each Contract will be subject to this master agreement, notwithstanding any inconsistent or additional provisions contained therein. The application of this master agreement is automatic and invariable without the express contrary agreement of both parties. Contracts will be governed only by the terms and conditions of this Agreement and any different or additional terms in any other document are deemed inapplicable. No Agreement or Contract is binding unless or until it is accepted by Oxygen Nine in writing.

Customer shall provide all user information reasonably necessary to enable Oxygen Nine to create an account for the person ,for who Customer wishes to have access to the Service, pursuant to this Agreement ("Subscriber"). During the Term of this Agreement, Customer may: i) designate one(1) Oxygen Nine web page address for each Subscription, which may not be shared, and ii) initiate one (1) Oxygen Nine session at a time for each Oxygen Nine Personal Subscription using the Service. Customer is responsible for updating any and all information related to Subscriber in its Customer account.

4. Payments and Amendments.
Oxygen Nine reserves the right to suspend or terminate the Service in the event that Customer fails to pay Oxygen Nine by the due date. Oxygen Nine may change the fees and charges then in effect, or add new fees or charges, whenever after 1st time subscription, customer subscribe a new contract .The fees payable to Oxygen Nine by Customer shall be exclusive of all governmental, federal, state or local excise, sales, value-added, use and other taxes now or hereafter levied or imposed on the Service provided under this Agreement. Customer agrees to pay or have paid all fees and charges incurred in connection with Service (including any applicable taxes) at the rates in effect when the charges were incurred. Customer is responsible for any fees or charges incurred to access Service through an Internet access provider or other third party service.
4.1 Credit Card Billing. As specified in the Contract, periodic fees for the Subscription Period will be billed automatically to the credit card provided to Oxygen Nine prior to the Commencement Date and prior to each subsequent Subscription Renewal Period. Payments are due prior to activation of the Service. Unless otherwise stated, as a condition to the right to use the Service, Customer must provide a valid credit card number belonging to Customer with available credit sufficient to pay the applicable Service fees. In the event that Customer cancels this credit card or it is otherwise terminated, Customer must immediately provide Oxygen Nine with a new valid credit card number. Customer authorizes Oxygen Nine, from time to time, to undertake steps to determine whether the credit card number provided is a valid credit card number. In the event that Customer does not provide a current valid credit card number with sufficient credit upon request during the effective period of this Agreement, Customer will be in violation of this Agreement, and Oxygen Nine may terminate this Agreement with Customer immediately. CUSTOMER, AND NOT Oxygen Nine, IS RESPONSIBLE FOR PAYING ANY AMOUNTS BILLED TO CUSTOMER CREDIT CARD BY A THIRD PARTY, WHICH WERE NOT AUTHORIZED BY CUSTOMER.
4.2 Purchase Order Billing. Purchase order billing is available only to qualified customers and is subject to additional processing fees. Periodic fees for the Subscription Period as specified in the Contract will be billed automatically to the purchase order designated to Oxygen Nine prior to the Commencement Date of the initial Subscription Period. Payments are due prior to activation of the Service.
4.3 Trial Offers, Coupons, Credits and Special Offers. Oxygen Nine reserves the right to discontinue or modify trial offers, coupons, credits and special promotional offers at Oxygen Nine's sole discretion. Any trial offer associated with the Service entitles new users to a one-time free trial usage period. At the end of the trial period the user will be automatically terminated unless a paid service plan is purchased prior to the end of the trial period as set forth in the Contract.

Customer agrees that Oxygen Nine Pure Help Desk may use Customer's name and logo in advertisements, other promotional material and Oxygen Nine's website, only upon prior written approval for such use by Customer.

6.1 IP Addressing. The Customer shall not change, redirect, modify, delete, or disable the IP addresses set up by Oxygen Nine on their systems, without the express approval of Oxygen Nine. If Customer breaches this clause, Oxygen Nine shall have the right to suspend or terminate the Service immediately without notice to the Customer. The Customer shall keep Oxygen Nine fully indemnified from and against all costs, claims, liabilities, and demands, relating to any breach of this clause.
6.2 Responsibility for User Accounts and Passwords. Customer is responsible for maintaining the confidentiality of User accounts and passwords. Customer agrees to immediately notify Oxygen Nine of any unauthorized use of Customer account of which customer becomes aware. Otherwise, all guarantees as to service and performance given by Oxygen Nine to the Customer shall be suspended.
6.3 Customer Only Traffic. The right to use the Service is limited only to the Customer registered Subscribers and their invited attendees and includes those members of Staff and others engaged by the Customer to perform work for the Customer. FILE TRANSFER IS LIMITED TO TWO (2) Gb FOR MONTH FOR EACH ACCOUNT.
6.4 Email. Sending unsolicited mail messages, including, without limitation, commercial advertising and informational announcements, is explicitly prohibited. A Subscriber shall not use Oxygen Nine's mail server to relay mail other than invitations to share its own data without the express permission of Oxygen Nine.
6.5 Network Security. Violations of system or network security are prohibited, and may result in criminal and civil liability. Oxygen Nine will investigate incidents involving such violations and may involve and will cooperate with law enforcement if a criminal violation is suspected. Examples of system or network security violations include, without limitation, the following:
a. Unauthorized access to or use of data, systems or Pure Help Desk, including any attempt to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without express authorization of the owner of the system or network.
b. Unauthorized monitoring of data or traffic on any network or system without express authorization of the owner of the system or network.
c. Interference with Service to any user, host or network including, without limitation, mail bombing, flooding, deliberate attempts to overload a system and broadcast attacks.
d. Forging of any TCP-IP packet header or any part of the header information in an email or a newsgroup posting.
6.6 Improper Use. Services may be used only for lawful purposes. Transmission, distribution or storage of any material in violation of any applicable law or regulation is prohibited. This includes, without limitation, material protected by copyright, trademark, trade secret or other intellectual property right used without proper authorization, and material that is obscene, defamatory, constitutes an illegal threat, or violates export control laws.
6.7 Data Protection. To the extent Oxygen Nine receives any personal information in a Subscriber database, Customer grants Oxygen Nine permission and will ensure that it has received the permission of each Subscriber to transfer, process or store such personal information in our databases.

7. Warranty

a. Oxygen Nine's exclusive warranty is that, Service will be provided in a professional and workmanlike manner and will conform to Oxygen Nine's applicable published specifications. Oxygen Nine does not warrant that the operation of Service will be uninterrupted or error free. This warranty extends only to the Customer, and may not be assigned to a third party.
b. Oxygen Nine express warranty is contingent upon the proper use of the Service in accordance with Oxygen Nine specifications and instructions. The warranty does not apply to Service failure due to:
i. disaster, accident or misuse by Customer;
ii. failure or defect of electrical power or external circuitry
iii. Customer's inability or difficulty to connect to the Internet.
c. EXCEPT AS EXPRESSLY STATED IN THIS SECTION 9, THERE ARE NO WARRANTIES, EXPRESS OR IMPLIED, BY OPERATION OF LAW OR OTHERWISE, OF SERVICES SOLD OR FURNISHED UNDER THIS AGREEMENT OR IN CONNECTION HEREWITH. OXYGEN NINE DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. OXYGEN NINE’S EXPRESS WARRANTIES WILL NOT BE ENLARGED, DIMINISHED OR AFFECTED BY, AND NO OBLIGATION OR LIABILITY WILL ARISE OUT OF, OXYGEN NINE RENDERING TECHNICAL OR OTHER ADVICE IN CONNECTION WITH THE SERVICE. IN NO EVENT WILL OXYGEN NINE BE LIABLE FOR ANY DELAY IN FURNISHING SERVICES.

8. Software License

a. Grant of License. Oxygen Nine grants Subscribers a perpetual, non-exclusive license ("Software License") to use the Oxygen Nine software:
i. subject to Customer paying Service fees on a timely basis, or until the Agreement or Contract is otherwise terminated;
ii. allowing Customer to download copies of the Oxygen Nine client to any PC;
iii. subject to the Oxygen Nine license agreement that is included in the client download.

9. Limitation of Liability
OXYGEN NINE MAXIMUM LIABILITY WILL BE LIMITED IN ANY EVENT TO ACTUAL DIRECT DAMAGES TO THE EXTENT CAUSED SOLELY BY THE ACTS OR OMISSIONS OF OXYGEN NINE SUBJECT TO A MAXIMUM LIABILITY LIMITED TO THE AMOUNT ACTUALLY PAID BY YOU FOR THE SOFTWARE (IF ANY), OR THE AMOUNT PAID FOR THE SPECIFIC SERVICE WHICH DIRECTLY CAUSED SUCH DAMAGE. IN NO EVENT WILL OXYGEN NINE BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL, SPECIAL OR INDIRECT DAMAGES, LOST BUSINESS PROFITS, OR LOSS, DAMAGE OR DESTRUCTION OF DATA, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF WARRANTY OR OTHERWISE, EVEN IF OXYGEN NINE HAS BEEN ADVISED AS TO THE POSSIBILITY OF SAME. NO LIMITATION AS TO DAMAGES FOR PERSONAL INJURY IS HEREBY INTENDED. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES AND THE ABOVE EXCLUSION OR LIMITATION MAY NOT APPLY.

10. Greater force.
Oxygen Nine shall not be held responsible for any delay or failure in performance of any part of this Agreement to the extent such delay or failure is caused by fire, flood, explosion, earthquake, war, strike, embargo, government requirement, civil or military authority, act of God, internet traffic congestion, or other similar causes beyond its control and without the fault of negligence of Oxygen Nine or its subcontractors.

11. General.
a. Customer will not assign or transfer any part or all of this Agreement or any of Customer's rights or obligations hereunder without the prior written consent of Oxygen Nine.
b. Either party's failure to enforce any provision of this Agreement will not be deemed a waiver of that provision or of the right to enforce it in the future.
c. This Agreement will be governed by the laws of The Commonwealth of Massachusetts (exclusive of its conflict of laws).
d. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired thereby.
THIS AGREEMENT, TOGETHER WITH ANY AMENDMENT, ATTACHMENT OR EXHIBIT EXPRESSLY MADE A PART HEREOF AND SIGNED BY BOTH PARTIES, IS THE EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN THE PARTIES, SUPERSEDING ALL COMMUNICATIONS, PROPOSALS OR PRIOR AGREEMENTS, ORAL OR WRITTEN RELATING TO THIS SUBJECT MATTER.
12. Support
Unless otherwise provided in any Service description, Services will be provided during the Subscription Period, by email within 24hrs from request, Monday through Friday, exclusive of Oxygen Nine holidays, which is subject to change in Oxygen Nine's discretion with 30 days notice.
Terms for Use

Services and License Agreement for Client Software for Oxygen Nine Subscription Services
IMPORTANT-READ CAREFULLY: YOUR USE OF THE OXYGEN NINE WEBSITE (AT www.o9tech.com) AND SERVICES (THE "SERVICES") AND THE OXYGEN NINE SOFTWARE PRODUCT IS CONDITIONED UPON YOUR COMPLIANCE AND ACCEPTANCE OF THESE TERMS. BY SELECTING THE "I ACCEPT THE TERMS IN THE LICENSE AGREEMENT" BUTTON BELOW, INSTALLING, COPYING OR OTHERWISE USING THE SOFTWARE OR SERVICES, YOU AGREE TO BE BOUND BY THE TERMS OF THIS LICENSE AGREEMENT AND THE Oxygen Nine "TERMS OF SERVICE" POSTED ON THE OXYGEN NINE WEB SITE. IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENSE AGREEMENT, CLICK ON THE "CANCEL" BUTTON AND/OR DO NOT INSTALL THE SOFTWARE.
These Terms for Use of Services and Oxygen Nine License Agreement ("Agreement") is a legal agreement between you (either an individual or entity) and Oxygen Nine Pure Help Desk, Inc., ("Oxygen Nine") for use of the Services and client software for the Oxygen Nine software product called "Oxygen Nine Client", which may include associated software components, media, printed materials, and "online" or electronic documentation ("Software"). You agree to be bound by and become a party to all the terms of this Agreement by using the Services or by downloading a software packet containing the Software or by otherwise using the Software.
If you do not agree to the terms of this Agreement, do not use the Services or the Software in any manner whatsoever. The Software is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties
PROHIBITED ACTIONS: You may not distribute Oxygen Nine Services or Software associated with or derived from it, modify, copy, license, or create derivative works from Oxygen Nine Services or Software, without Oxygen Nine's written approval.
RESPONSIBILITY FOR CONTENT OF YOUR COMMUNICATIONS. You agree that you are solely responsible for the content of all visual, written or audible communications used or sent by you. You agree that you will not use the Services to send unsolicited mass mailings. You further agree not to use the Services to communicate any message or material that is harassing, libelous, threatening, obscene, and indecent, would violate the intellectual property rights of any party or is otherwise unlawful, that would give rise to civil liability, or that constitutes or encourages conduct that could constitute a criminal offense, under any applicable law or regulation. Although Oxygen Nine is not responsible for any such communications, Oxygen Nine may delete any such content of which Oxygen Nine becomes aware or deny you access to the Services, at any time without notice.
GRANT OF LICENSE AND OWNERSHIP. The Software is licensed, not sold.(on site).Subject to the terms and conditions of this Agreement, Oxygen Nine grants you the right to download copies of the Oxygen Nine client to any PC by installing one copy of the Software, in machine readable format only and, subject to paying a subscription fee, allows each Subscriber use the Software and to have their own personal Oxygen Nine webpage address to invite attendees in a Oxygen Nine data collaboration session.
Oxygen Nine has no obligation to provide you with, and this license does not entitle you to receive, any hard-copy documentation or other printed materials, telephone assistance or modifications, enhancements or supplements to the Software. Except as expressly licensed to you in this Agreement, Oxygen Nine retains all right title and interest in and to the Software and all copies thereof.
RESTRICTIONS: You have no right and will not, nor will you authorize or assist others to: (a) produce, manufacture, distribute or copy all or any portion of the Software, except as expressly allowed in this Agreement, (b) disassemble, reverse engineer or decompile, or otherwise attempt to derive source code from all or any portion of the Software, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation, (c) modify, translate, or alter all or any portion of the Software or (d) license, sublicense, assign, transfer, rent, lease, sell, encumber or otherwise transfer title or any other rights in all or any portion of the Software or (e) use the Software in an attempt to, or in conjunction with, any device, program or service designed to circumvent technological measures employed to control access to the Software or Services. You will indemnify Oxygen Nine against any loss related to your failure to conform to the requirements of this Section.
COPYRIGHT: Oxygen Nine and its suppliers, as applicable, retain ownership of all proprietary rights notices and marks in, or displayed by, the Software. You will not remove, deface or obscure any of Oxygen Nine's or its suppliers' copyright or trademark notices or legends or other proprietary notices on or in the Software.
TERMINATION: You may terminate this Agreement at any time by providing written notice to Oxygen Nine and destroying all full and partial copies of the Software received or produced by you. If you fail to comply with any term of this Agreement, Oxygen Nine may terminate this Agreement upon written notice to you and you will then destroy all full and partial copies of the Software received or produced by you. If Oxygen Nine loses its rights as to all or any part of the Software due to reasons beyond Oxygen Nine's control, Oxygen Nine may terminate this Agreement and you will destroy all full and partial copies of the Software received or produced by or before the effective date of termination. Upon Oxygen Nine's request, you will certify in writing that you have complied with your obligations to destroy all full and partial copies of the Software as set forth in this Section. Oxygen Nine may terminate this license and access to the Services upon failure to pay subscription fees when due.
ALPHA RELEASE VERSIONS: In the event that the Software or Services is an alpha release version, the terms of this Section shall apply. Your license to use the Software expires 45 days after installation (or such other period as indicated by Oxygen Nine) and the Software may cease to function. The Software you are receiving may contain more or less features than the commercial release of the product that Oxygen Nine intends to distribute. While Oxygen Nine intends to distribute a commercial release of the Software, Oxygen Nine reserves the right at any time not to release a commercial release of the Software or, if released, to alter features, specifications, capabilities, functions, licensing terms, release dates, general availability or other characteristics of the commercial release. You agree that the alpha release versions are not suitable for production use and may contain errors affecting their proper operation. You agree that you will not do anything to circumvent or defeat the features designed to stop the Software from operating after the license expires.
BETA RELEASE OR PRE-RELEASE VERSIONS: In the event that the Software is a beta release or pre-release version, the terms of this Section shall apply. Your license to use the Software expires 120 days after installation (or such other period as indicated by Oxygen Nine) and the Software may cease to function. The Software you are receiving may contain more or less features than the commercial release of the Oxygen Nine product that Oxygen Nine intends to distribute. While Oxygen Nine intends to distribute a commercial release of the Software, Oxygen Nine reserves the right at any time not to release a commercial release of the Software or, if released, to alter features, specifications, capabilities, functions, licensing terms, release dates, general availability or other characteristics of the commercial release. You agree that the beta release or pre-release versions are not suitable for production use and may contain errors affecting their proper operation. You agree that you will not do anything to circumvent or defeat the features designed to stop the Software from operating after the license expires.
NO WARRANTIES: YOU UNDERSTAND AND AGREE THAT THE SERVICES AND THE SOFTWARE ARE PROVIDED "AS IS" AND OXYGEN NINE EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. OXYGEN NINE MAKES NO WARRANTY OR REPRESENTATION REGARDING THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES OR SOFTWARE, REGARDING THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE SERVICES, REGARDING ANY GOODS OR SERVICES PURCHASED OR OBTAINED THROUGH THE SERVICES, REGARDING ANY TRANSACTIONS ENTERED INTO THROUGH THE SERVICES OR THAT THE SERVICES WILL MEET ANY USER'S REQUIREMENTS, OR BE UNINTERRUPTED, TIMELY, SECURE OR ERROR FREE. USE OF THE SERVICES AND SOFTWARE IS AT YOUR SOLE RISK. ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS AT YOUR OWN DISCRETION AND RISK. YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOU RESULTING FROM THE USE OF THE SERVICES OR SOFTWARE. THE ENTIRE RISK ARISING OUT OF USE OR PERFORMANCE OF THE SOFTWARE REMAINS WITH YOU. You agree to indemnify, defend and hold harmless Oxygen Nine, its affiliates, officers, directors, employees, consultants, agents, suppliers and resellers from any and all third party claims, liability, damages and/or costs (including, but not limited to, attorneys fees) arising from your use of the Services. Some jurisdictions do not allow limitations on implied warranties, so the above limitation may not apply to you. In that event, such warranties are limited to the minimum warranties allowed by the applicable law.
LIMITATION OF LIABILITY: TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL Oxygen Nine OR ITS AFFILIATES, SUPPLIERS AND RESELLERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS OR DAMAGE) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SERVICES OR THE SOFTWARE OR THE PROVISION OF OR FAILURE TO PROVIDE TECHNICAL OR OTHER SUPPORT SERVICES, WHETHER ARISING IN TORT (INCLUDING NEGLIGENCE) CONTRACT OR ANY OTHER LEGAL THEORY, EVEN IF Oxygen Nine, ITS AFFILIATES, SUPPLIERS OR RESELLERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY CASE, Oxygen Nine, ITS AFFILIATES, SUPPLIERS AND RESELLERS MAXIMUM CUMULATIVE LIABILITY AND YOUR EXCLUSIVE REMEDY FOR ANY CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY YOU FOR THE SOFTWARE (IF ANY). Because some states and jurisdictions do not allow the exclusion or limitation of liability, the above limitation may not apply to you.

MISCELLANEOUS: This Agreement shall be governed by the laws of Canada, exclusive of its choice of law principles. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. Failure by either party to exercise any of its rights under or to enforce any provision of, this Agreement will not be deemed a waiver or forfeiture of such rights or ability to enforce such provision. If any provision of this Agreement is held by a court of competent jurisdiction to be illegal, invalid or unenforceable, that provision will be amended to achieve as nearly as possible the same economic effect of the original provision and the remainder of this Agreement will remain in full force and effect. This Agreement embodies the entire understanding and agreement between the parties respecting the subject matter of this Agreement and supersedes any and all prior understandings and agreements between the parties respecting such subject matter. Oxygen Nine may change the terms of this Agreement at any time by posting modified terms on its website. Any and all rights and remedies of Oxygen Nine upon your breach or other default under this Agreement will be deemed cumulative and not exclusive of any other right or remedy conferred by this Agreement or by law or equity on Oxygen Nine, and the exercise of any one remedy will not preclude the exercise of any other.