Last Updated: 06/05/2019
IMPORTANT, READ CAREFULLY: YOUR USE OF AND ACCESS TO THE WEBSITE AND PRODUCTS AND SERVICES AND ASSOCIATED SOFTWARE (COLLECTIVELY, THE “PRODUCTS”) OF INTRAFLASH GROUP LIMITED. (“FlashPortals”) IS CONDITIONED UPON YOUR COMPLIANCE AND ACCEPTANCE OF THESE TERMS.
BY CLICKING/CHECKING THE “I AGREE” BUTTON/BOX, ACCESSING THE FLASHPORTALS WEBSITE OR BY UTILIZING THE FLASHPORTALS PRODUCT AND SERVICES (“Products“) YOU AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS. THE FLASHPORTALS PRODUCTS ARE NOT AVAILABLE TO PERSONS WHO ARE NOT LEGALLY ELIGIBLE TO BE BOUND BY THESE TERMS OF SERVICE.
This is a legal agreement (“Agreement”) between You and FlashPortals for use of the Products which You selected or initiated. “You” refers to the individual who is using or accessing the Products or is registered and/or has provided his or her credit card or other payment mechanism for the Products either directly with FlashPortals or through a third party or, if an individual is purchasing the Products on behalf of an entity and is authorized to purchase the Products on behalf of such an entity, then “You” refers to such entity. If You do not agree with the terms of this Agreement, do not use or access the Products or, when applicable, click the “Cancel” button and do not purchase the Products.
Any software associated with the Products and website is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties.
FlashPortals will provide the Products in accordance with this Agreement. In order to use certain Products, You may be required to download content, software, and/or required to agree to additional terms and conditions. Unless otherwise expressly set forth in any such additional terms and conditions applicable to the specific Products which You choose to use, those additional terms are hereby incorporated into this Agreement in relation to Your use of that Product. FlashPortals may at its sole discretion, discontinue the Products or modify the features of the Products from time to time without prior notice. Use of the Products requires one or more compatible devices, Internet access (fees may apply), and certain software (fees may apply), and may require obtaining updates or upgrades from time to time. Because use of the Products involves hardware, software, and Internet access, Your ability to use such Products may be affected by the performance of these factors. High-speed Internet access is recommended. You acknowledge and agree that such system requirements, which may be changed from time to time, are Your responsibility.
2. RESPONSIBILITY FOR REGISTRATION INFORMATION AND CONTENT OF YOUR COMMUNICATIONS
You may be required to provide information about Yourself in order to register for and/or use certain Products. You agree that any such information shall be accurate. You may also be asked to choose a user name and password. You are entirely responsible for maintaining the security of Your user name and password and agree not to disclose such to any third party. You agree that You are solely responsible for the content (“Content”) sent by You or displayed or uploaded by You in using the Products. You agree that You will not use the Products to send unsolicited commercial e-mail outside Your company or organization in violation of applicable law. You further agree not to use the Products to communicate any message or material that is harassing, libelous, threatening, obscene, 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. You further agree not to provide material support or resources (or to conceal or disguise the nature, location, source, or ownership of material support or resources) to any organization(s) designated by the International Community as a foreign terrorist organization pursuant to the UN Security Council resolution 21711 (2014). You further agree not to upload or transmit any software, Content or code that does or is intended to harm, disable, destroy or adversely affect performance of the Products in any way or which does or is intended to harm or extract information or data from other hardware, software or networks of FlashPortals or other users of Products. Recognizing the global nature of the Internet, You also agree to comply with applicable local rules or codes of conduct (including codes imposed by Your employer) regarding online behavior and acceptable content and the transmission of technical data exported from the United States or the country in which You reside. FlashPortals reserves the right to investigate and take appropriate action against anyone who, in FlashPortals’s sole discretion, is suspected of violating this provision, including without limitation, reporting You to law enforcement authorities. Use of the Products is void where prohibited. Although FlashPortals is not responsible for any Content in violation of this provision, FlashPortals may delete any such Content of which FlashPortals becomes aware, at any time without notice to You. You retain copyright and any other rights You already hold in Content which You submit, post or display on or through, the Products. You understand and agree that by displaying, exchanging or transmitting Content using the Products, You automatically grant (and warrant and represent You have a right to grant) to FlashPortals the right to forward and display the meeting Content to others participating in a FlashPortals meeting with you.
3. RESPONSIBILITY FOR CONTENT OF OTHERS
It is possible that other users of the Products (“Users”) may violate one or more of the above prohibitions. FlashPortals assumes no responsibility or liability for such violation. If You become aware of any violation of this Agreement in connection with the use of the Products by any person, please contact FlashPortals.
FlashPortals may investigate any complaints and violations that come to its attention and may take any action that it believes is appropriate, including, but not limited to issuing warnings, removing the content or terminating accounts and/or User profiles. However, because situations and interpretations vary, FlashPortals also reserves the right not to take any action. Under no circumstances will FlashPortals be liable in any way for any data or other content viewed while using the Products, including, but not limited to, any errors or omissions in any such data or content, or any loss or damage of any kind incurred as a result of the use of, access to, or denial of access to any data or content. If at any time You are not happy with the Products, Your sole remedy is to cease using the Products.
You affirm that You are of legal age and are otherwise fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in this Agreement, and to abide by and comply with this Agreement. Although we cannot absolutely control whether minors gain unauthorized access to the Products, access may be terminated without warning if we believe that You are underage or otherwise ineligible.
You agree that FlashPortals may charge to Your credit card or other payment mechanism selected by You and approved by FlashPortals (“Your Account”) all amounts due and owing for the Products, including Product fees, setup fees, subscription fees, or any other fee or charge associated with Your Account. FlashPortals may change prices at any time, including changing from a free service to a paid service and charging for Products that were previously offered free of charge; provided, however, that FlashPortals will provide You with prior notice and an opportunity to terminate Your Account if FlashPortals changes the price of a Product to which You are subscribed and will not charge you for a previously free Product unless you have been notified of the applicable fees and agreed to pay such fees. You agree that in the event FlashPortals is unable to collect the fees owed to FlashPortals for the Products through Your Account, FlashPortals may take any other steps it deems necessary to collect such fees from You and that You will be responsible for all costs and expenses incurred by FlashPortals in connection with such collection activity, including collection fees, court costs, and attorneys’ fees. You further agree that FlashPortals may collect interest at the lesser of 1.5% per month or the highest amount permitted by law on any amounts not paid when due.
6. LIMITATIONS ON USE
The Products may be used for internal business or consumer purposes only. You will not reproduce, resell, or distribute the Products or any reports or data generated by the Products for any purpose unless You have been specifically permitted to do so under a separate agreement with FlashPortals. You will not offer or enable any third parties to use the Products purchased by You, display on any website or otherwise publish the Products or any Content obtained from a Product (other than Content created by You) or otherwise generate income from the Products or use the Products for the development, production or marketing of a service or product substantially similar to the Products. You shall not engage in any activity or use the Products in any manner that could damage, disable, overburden, impair or otherwise interfere with or disrupt the Products, or any servers or networks connected to the Products or FlashPortals’s security systems.
7. PROPRIETARY RIGHTS
FlashPortals and/or its suppliers, as applicable, retain ownership of all proprietary rights in the Products and in all trade names, trademarks, service marks, logos, and domain names (“FlashPortals Marks”) associated or displayed with the Products. You may not frame or utilize framing techniques to enclose any FlashPortals Marks or other proprietary information (including images, text, page layout, or form) of FlashPortals without express written consent. You may not use any meta tags or any other “hidden text” utilizing FlashPortals Marks without FlashPortals’s express written consent.
You may terminate Your Account and this Agreement through the FlashPortals website. If you have purchased a Product for a specific term, such termination will be effective on the last day of the then-current term. If You fail to comply with any provision of this Agreement, FlashPortals may terminate this Agreement immediately without notice. Sections 2 through 15, inclusive, shall survive any termination of this Agreement. Upon any termination of this Agreement, You must cease any further use of the Products and destroy any copies of associated software within Your possession and control. You will not destroy or attempt to harm any Products or associated software on FlashPortals’s servers or FlashPortals’s network.
11. EXPORT RESTRICTIONS
You acknowledge that the Products or portion thereof may be subject to the export control laws of the United States. You will not export, re-export, divert, transfer or disclose any portion of the Products or any related technical information or materials, directly or indirectly, in violation of any applicable export law or regulation.
11. INJUNCTIVE RELIEF
You acknowledge that any use of the Products contrary to this Agreement, or any transfer, sublicensing, copying or disclosure of technical information or materials related to the Products, may cause irreparable injury to FlashPortals, its affiliates, suppliers and any other party authorized by FlashPortals to resell, distribute, or promote the Products (“Resellers”), and under such circumstances FlashPortals, its affiliates, suppliers and Resellers will be entitled to equitable relief, without posting bond or other security, including, but not limited to, preliminary and permanent injunctive relief.
12. NO WARRANTIES
YOU UNDERSTAND AND AGREE THAT THE PRODUCTS ARE PROVIDED “AS IS” AND FLASHPORTALS, ITS AFFILIATES, SUPPLIERS AND RESELLERS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. FLASHPORTALS, ITS AFFILIATES, SUPPLIERS AND RESELLERS MAKE NO WARRANTY OR REPRESENTATION REGARDING THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE PRODUCTS, REGARDING THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE PRODUCTS OR THAT THE PRODUCTS WILL MEET ANY USER’S REQUIREMENTS, OR BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE. USE OF THE PRODUCTS IS AT YOUR SOLE RISK. ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE PRODUCTS IS AT YOUR OWN DISCRETION AND RISK. YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOU RESULTING FROM THE USE OF THE PRODUCTS. THE ENTIRE RISK ARISING OUT OF USE OR PERFORMANCE OF THE PRODUCTS REMAINS WITH YOU. FLASHPORTALS DOES NOT ASSUME ANY RESPONSIBILITY FOR RETENTION OF ANY USER INFORMATION OR COMMUNICATIONS BETWEEN USERS. FLASHPORTALS CANNOT GUARANTEE AND DOES NOT PROMISE ANY SPECIFIC RESULTS FROM USE OF THE PRODUCTS. USE IS AT YOUR OWN RISK. You agree to indemnify, defend and hold harmless FlashPortals, 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 Products, Your violation of this Agreement or the infringement or violation by You or any other user of Your account, of any intellectual property or other right of any person or entity. Without limiting the foregoing, the Products are not designed or licensed for use in hazardous environments requiring fail-safe controls, including without limitation operation of nuclear facilities, aircraft navigation/communication systems, air traffic control, and life support or weapons systems. Without limiting the generality of the foregoing, FlashPortals, its affiliates, suppliers, and Resellers specifically disclaim any express or implied warranty of fitness for such purposes.
14. LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL FLASHPORTALS OR ITS AFFILIATES, SUPPLIERS OR 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 PRODUCTS 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 FLASHPORTALS, ITS AFFILIATES, SUPPLIERS OR RESELLERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY CASE, FLASHPORTALS’S, 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 PRODUCTS (IF ANY) IN THE TWELVE (12) MONTHS PRECEDING THE EVENT OR CIRCUMSTANCES GIVING RISE TO SUCH CLAIMS. Because some states and jurisdictions do not allow the exclusion or limitation of liability, the above limitation may not apply to You.
15.1 GOVERNING LAW AND JURISDICTION;
This Agreement shall be governed by and construed under in accordance with the laws of Thailand, which shall have exclusive jurisdiction in a relation of any claim, dispute or difference concerning this Agreement and any matter arising from it. The parties hereto irrevocably waive any right they may have to object to any action being brought in these Courts, to claim that the action has been brought to an inconvenient forum or to claim that those Courts do not have jurisdiction.
15.2 Waiver and Severability;
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 a 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.
15.3 General Provisions;
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, except that if You or Your company have executed a separate written agreement or you have signed an order form referencing a separate agreement governing your use of the Products, then such agreement shall control to the extent that any provision of this Agreement conflicts with the terms of such an agreement. FlashPortals may elect to change or supplement the terms of this Agreement from time to time at its sole discretion. FlashPortals will exercise commercially reasonable business efforts to provide notice to You of any material changes to this Agreement. Within five (5) business days of posting changes to this Agreement, they will be binding on You. If You do not agree with the changes, You should discontinue using the Products. If You continue using the Products after such five-business-day period, You will be deemed to have accepted the changes to the terms of this Agreement. In order to participate in certain Products, You may be notified that You are required to download software and/or agree to additional terms and conditions. Unless expressly set forth in such additional terms and conditions, those additional terms are hereby incorporated into this Agreement. This Agreement has been prepared in the English Language and such version shall be controlling in all respects and any non-English version of this Agreement is solely for accommodation purposes. All notices or other correspondence to FlashPortals under this Agreement must be provided to the email address set forth in Section 11 above, or other contact information as provided by FlashPortals for such purpose. Any and all rights and remedies of FlashPortals 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 FlashPortals, and the exercise of any one remedy will not preclude the exercise of any other. The captions and headings appearing in this Agreement are for reference only and will not be considered in construing this Agreement.