Speek Terms of Service
These terms of service govern the purchase and use of the Speek® web conferencing service (the “Speek App”) provided by Jive Communications, Inc. DBA Speek (“Speek”) and are between Speek and the Customer identified in a signed sales quote.
The parties agree as follows:
- Authorized Parties. The person signing the sales quote acknowledges that he or she is an authorized representative of the Customer with authority to enter into this agreement on behalf of the Customer.
- Emergency Dialing. The Customer acknowledges that the Speek App does not provide emergency calling to any emergency services.
- Extension of Term. The initial term of the Customer’s subscription will be automatically extended for an unlimited number of successive one-month periods unless the Customer delivers notice of termination no less than 15 days before the end of the term.
- Appropriate Use. The Services are for the Customer’s own commercial or governmental use only. Speek may immediately terminate this agreement or the Customer’s access to the Speek App if it determines that the Customer is reselling Services or is using them in any way that is defamatory, harassing, or threatening or is otherwise inconsistent with applicable laws or these terms of service. If the Customer wants to use Services from outside the United States, it must determine whether doing so is legal in that location.
- Billing; Billing Disputes. (a) Speek shall invoice the Customer each month. Except as permitted under section 5(c), the Customer shall pay each invoice in full by the due date.
- Late Fees; Collections. (a) Speek may charge a late fee up to $10 or 1.5% of the unpaid service charges, whichever is greater, for any amount unpaid by the due date. Speek may charge a separate late fee for each whole or partial billing period the Customer’s payment is late.
- Limit of Liability. (a) Speek will not be liable for any claim arising from any person’s use of or inability to use Services, whether those claims are caused by failure or degradation of a third party provider’s network, failure or degradation of broadband internet service, a force majeure event, or any other cause, and whether the claim is for breach of contract, breach of warranty, or negligence. In this agreement, “claim” means any loss, liability, damages, court costs, litigation costs, arbitration awards or fees, or other costs.
- Disclaimer of Warranties. Speek hereby disclaims the implied warranties of merchantability, fitness for a particular purpose, non-infringement of intellectual property rights, and all other express or implied warranties for the Services.
- Indemnification. The Customer shall indemnify Speek and its representatives against any claims arising from this agreement. In this agreement, a party’s “representatives” means its officers, agents, employees, subsidiaries, and financial and legal advisers.
- Non-Assertion. The Customer shall not, during or after its use of the Speek App, (1) assert any allegation that the Speek App (as it exists at or before the time of the Customer’s use) infringes the Customer’s intellectual property, or (2) authorize, assist, or encourage any third party to assert any claim that the Speek App (as it exists at or before the time of the Customer’s use) infringes the third party’s intellectual property.
- Binding Arbitration. Except for collection efforts under section 6(b) and enforcement of an arbitration order under this section 13, if the parties are unable to resolve any dispute arising from this agreement by direct negotiation, they shall resolve the dispute through binding arbitration in Salt Lake City, Utah before a single arbitrator from the American Arbitration Association in accordance with its Commercial Arbitration Rules. The parties hereby waive any right to a jury trial in connection with any claim arising from this agreement.
- Attorney’s Fees. If any arbitration or legal proceeding is validly instituted to enforce the terms of this agreement, the prevailing party may recover its attorneys’ fees and other costs.
- Governing Law; Personal Jurisdiction; Venue. This agreement is governed by the laws of the State of Utah. If any litigation is validly instituted in connection with this agreement, the parties hereby consent to the exclusive personal jurisdiction of the courts in Utah and waive any objection as to venue or inconvenient forum.
- Waiver of Rights. Failure to enforce a right or provision under this agreement does not constitute a waiver of that right or provision.
- Severability. If any part of this agreement is declared unenforceable by a court, all other parts will remain enforceable.
- Assignment. Speek may assign its rights and obligations in connection with any acquisition, merger, or sale of substantially all of its assets and the Customer hereby releases Speek from any further obligation under this agreement. The Customer shall not assign its rights or obligations under this agreement without Speek’s written consent.
- Survival. Sections 4, 5, 6, 7, 8, 11, 12, 13, and 14 will survive any termination of this agreement.
- Entire Agreement; Modification. These terms of service constitute the entire agreement between Speek and the Customer and supersede any previous agreements. Speek may modify this agreement by posting revised terms online at www.speek.com/resources/terms-of-service without additional notice to the Customer. The revised terms of service will take effect 30 days after posting. No other modification to these terms of service will be effective unless made in a writing signed by both parties to the agreement.
- Effectiveness; Signature. This agreement will become effective when the Customer has signed the sales quote or when the Customer first starts using the Speek App, whichever comes first. The Customer may sign the sales quote by hand or by electronic means (for example, by using a commercial e-signature service or by typing the name of the Customer’s authorized representative into a web form).
(b) If this agreement is terminated, all unpaid service charges will become due immediately.
(c) To dispute an unpaid invoice, the Customer must, no later than the due date of the invoice, (1) notify Speek of the dispute and (2) pay all undisputed portions of the invoice. To dispute a paid invoice, the Customer must notify Speek of the dispute no later than 60 days after the date of the invoice. If the Customer fails to pay the undisputed portions of an invoice by the due date of the invoice, or if it fails to provide notice as required in this section, it hereby waives its right to dispute any portion of the invoice. The Customer must notify Speek of any billing dispute by phone at (844) 807-7335, option 2, by email at email@example.com, or by delivering notice to SPEEK., Attn: Accounts Receivable, 1275 West 1600 North, Suite 100, Orem, UT 84057.
Returned Check Fees. Speek may charge up to the maximum amount permitted by law if the Customer’s banking institution dishonors or reverses a check, draft, or other payment.
(b) In no event will Speek’s total liability under this agreement exceed the amount the Customer paid to Speek in the month before the event giving rise to the claim.