User Agreement

By using the Necto web sites (the “Necto web site”), you signify your agreement to these terms and conditions. Necto may at any time modify this User Agreement or the services provided hereunder and your continued use of the Necto web site will be subjected to the terms and conditions in force at the time of your use.

Age and Responsibility

You represent that you are of sufficient legal age to create binding legal obligations for any liability you or the company you represent may incur as a result of the use of the Necto web site.

Ownership

Site Ownership. Necto is the provider of the Necto web site which permits you to obtain information about certain software applications and services for uses authorized under the subscriber agreement between you or your employer and Necto. The content found on Necto web sites are the copyrighted property of Lync Holdco Inc. d/b/a Necto (together with its corporate affiliates, “Necto”) and/or its third party suppliers and content providers (“Third Party Suppliers”). Certain data relating to schedules is the copyrighted work of third party information providers. In addition, the trademarks, logos and service marks displayed (collectively, the “Trademarks”) are registered and common law Trademarks of Necto and/or its Third Party Suppliers. No license or right to use any of the Trademarks without the written permission of Necto, or such other party that may own the Trademarks, is granted or should be implied. The Necto web site and the content provided thereby, including text, graphics, button icons, audio and video clips, digital downloads, data compilations and software, may not be copied, reproduced, republished, uploaded, posted, transmitted or distributed without the written permission of Necto, and/or its Third Party Suppliers. The use of such materials on any other web site, application or in any environment of networked computers is prohibited. Unauthorized use of the Necto web site and/or the materials provided thereby may violate applicable copyright, trademark or other intellectual property laws or other laws. You shall be solely liable for any damages resulting from any infringement of copyright, trademark, or other proprietary right, or any other harm resulting from your use of the Necto web site.

Use of the Necto web site

Necto grants you a limited, non-transferable license to access and make personal use of the Necto web site in accordance with the terms and conditions of this User Agreement. You may only use the Necto web site to obtain information about the applications and services marketed therein and shall not use the Necto web site for any other purpose. For avoidance of doubt, this license does not include any resale or commercial use of the Necto web site or its contents or any derivative use of the Necto web site or its contents. Without limiting the foregoing, you may not:

• use or authorize or permit any third party to use on your behalf any “robot,” “spider” or other automatic device, or a program, algorithm or methodology having similar processes or functionality, or any manual process, to monitor or copy any of the web pages, data or content making a part of the Necto web site, in any case without the prior written consent of Necto;
• copy, circumvent, reverse engineer, decompile, disassemble, or otherwise violate the usage terms or ownership rights of the Necto web site, related information, or their providers;
• utilize any software, application, or algorithm, whether integrated in a browser or otherwise, that frames, modifies or adds content to the layout, design, or content of any web page or application making a part of the Necto web site;
• transmit or otherwise transfer any web pages, data or content making a part of the Necto web site to any other computer, server, web site, application or other medium for mass distribution or for use in any commercial enterprise;
• use any device, software or routine to interfere or attempt to interfere with the proper working of the Necto web site;
• take any action that imposes a burden or load on the Necto web site’s or any other Necto infrastructure that Necto deems in its sole discretion to be unreasonable or disproportionate to the benefits Necto obtains from your use of the Necto web site; or
• post or transmit via the Necto web site (a) any unlawful, threatening, libelous, defamatory, obscene, indecent, inflammatory, pornographic or profane information or material, (b) any information or material that (i) could constitute or encourage conduct that would be considered a criminal offense, give rise to civil liability, or otherwise violate any law, (ii) infringes the rights of others or violates their privacy or publicity rights, (iii) is protected by copyright, trademark or other proprietary right (unless with the express written permission of the owner of such right), (iv) contains a virus, bug or other harmful item, or (v) is used to unlawfully collude against another person in restraint of trade or competition.

In its sole discretion, in addition to any other rights or remedies available to Necto and without any liability whatsoever, Necto at any time and without notice may terminate or restrict your access to the Necto web site. If you have been notified by Necto that you are prohibited from using the Necto web site, then notwithstanding the foregoing you have no license to use the Necto web site and any access by you or on your behalf shall be unauthorized and unlawful. Necto may provide notice under this or any other section of this agreement via an email sent to the email address used to contact Necto via the Necto web site, or in any other reasonable manner.

Submitted Content

These terms and conditions apply to any interactive features which allow for user submission of comments or content, including journals, recommendations, reviews, opinions, news articles, directories, guides, text, photographs, illustrations, graphics, logos, audio clips, images, information, data, photographs, software, messages, ideas, comments, questions, or other materials received by Necto from you (collectively “Submitted Content”). Necto shall have the right (but not the obligation) to, from time-to-time monitor and review Submitted Content and any other information transmitted or received through the Necto web site and reserves the right to censor, edit, remove or prohibit the transmission or receipt of any information that Necto deems inappropriate or in violation of these terms and conditions. During monitoring, the Submitted Content may be examined, recorded or copied, and your use of the Necto web site constitutes your consent to such monitoring and review. You agree that you are responsible for the Submitted Content, and Necto disclaims any responsibility and assumes no liability with respect to Submitted Content. By providing Submitted Content, you warrant that: (a) you are the owner of such Submitted Content, or have been granted all the rights necessary from the owner thereof to provide such Submitted Content to Necto and for the use by Necto as stated herein, and (b) the use of such Submitted Content by Necto will not infringe the intellectual property rights of or otherwise violate the rights of any third party. You shall be solely liable for any damages resulting from any infringement of copyright, trademark, or other proprietary right or any other harm resulting from your use of the Necto web site. You agree that if you provide Submitted Content, you grant Necto a worldwide, non-exclusive, royalty-free, perpetual, irrevocable, and fully sublicenseable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, display, perform, transfer, or sell such Submitted Content in any form, media or technology for any purpose whatsoever, including, without limitation, a commercial purpose, without any compensation to you, and you waive all moral rights with respect thereto. You further grant Necto the right to pursue at law any person or entity that violates your or Necto’s rights in the Submitted Content by a breach of this User Agreement. You agree that you will not publish, submit, provide, or display such Submitted Content to or on any other commercial related web-site, application or online service without Necto’s prior written consent, which consent may be withheld by Necto in its sole discretion. Consent may be requested by emailing Necto at [email protected]. You agree that Necto may choose to provide attribution of Submitted Content provided by you at our sole discretion, and that such Submitted Content may be shared with Necto’s Third Party Suppliers, distribution partners, customers and other third parties.

Territory

Nothing in this Agreement gives you the right to utilize the Necto web site where such use is prohibited by law or regulation.

Claim of Copyright Infringement

The Digital Millennium Copyright Act of 1998 (as amended, the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that materials hosted by us infringe your copyright, you (or your agent) may send us a notice requesting that the material be removed, or access to it blocked. Such notice must include

• An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
• A description of the copyrighted work that you claim has been infringed upon;
• A description of where the material that you claim is infringing is located on the site;
• Your address, telephone number, and e-mail address;
• A statement by you that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
• A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.

Currency of Conversion

Currency rates are based on various publicly available sources and should be used as guidelines only. Rates are not verified as accurate, and actual rates may vary. Currency quotes are not updated every day. Check the date on the currency converter feature for the day that currency was last updated. The information supplied by this application is believed to be accurate, but Necto and/or its Third Party Suppliers do not warrant or guarantee such accuracy. When using this information for any financial purpose, we advise you to consult a qualified professional to verify the accuracy of the currency rates.

Exclusion of Warranties

Neither Necto nor any of its third party suppliers make any warranty of any kind regarding the Necto web site and/or any materials provided via the Necto web site, all of which are provided on an “as is” basis. Neither Necto nor any of its third party suppliers warrant the accuracy, completeness, currency or reliability of any of the content or data provided via the Necto web site and such parties expressly disclaim all warranties and conditions, including implied warranties and conditions of merchantability, fitness for a particular purpose and non-infringement, and those arising by statute or otherwise in law or from a course of dealing or usage of trade. Neither Necto nor any of its third party suppliers warrant that the Necto web site is free of viruses or other harmful components. Some states do not allow the disclaimer of implied warranties, so the foregoing disclaimer may not apply to you. This warranty gives you specific rights which vary by state or country.

The Necto web site may provide links to other web sites which are provided solely as a convenience to you and not as an endorsement by Necto or its third party suppliers of the contents of such other web sites or the goods or services provided thereon. Neither Necto nor any third party supplier shall be responsible for the content of any other web sites and make no representation or warranty regarding any other web sites or the contents or materials on such web sites or the goods or services provided thereon. If you decide to access other web sites, or to use such goods or services, you do so at your own risk.

You acknowledge that Necto may modify its solutions at any time and such modification may create technical issues with Necto Products you have purchased, including rendering them unusable until such time as the third party supplier has modified the Necto Products for use with the modified Necto Products and you agree that Necto shall have no liability for such.

Necto expressly reserves the right to correct any errors (including, without limitation, typographical or display errors, incorrect third party supplier information, and currency conversion miscalculations).

Limitation of Liability

Necto assumes no responsibility for, and shall not be liable for, any damage to your computer equipment or other property on account of your access to, or use of, the Necto web site or your downloading of any materials, data, text, images, video or audio from the Necto web site.

To the extent not prohibited by applicable law, in no event shall Necto, in no event shall Necto or any of its third party suppliers be liable for any injury, loss, claim, damage, or any special, exemplary, punitive, direct, indirect, incidental or consequential damages of any kind (including, but not limited to lost profits or lost savings), whether based in contract, tort, strict liability, equity or otherwise, which arise out of or are in any way connected with (i) any use of the Necto web site or content found therein or applications or services purchased as a result of use thereof, (ii) any failure or delay, or (iii) the performance or non-performance by Necto or any of its third party suppliers, including, but not limited to, non-performance resulting from bankruptcy, reorganization, insolvency, dissolution or liquidation even if such party has been advised of the possibility of damages to such parties or any other party.

Necto is not liable for the unintentional or intentional acts, errors, omissions, representations, warranties, breaches or negligence of any such third party suppliers or agents of third party suppliers or for any personal injuries, death, property damage, or other damages or expenses resulting therefrom.

If, notwithstanding the foregoing, Necto or any third party supplier should be found liable for any loss or damage which arises out of or is in any way connected with any of the described functions or uses of the Necto web site or its content, the liability of Necto and the third party suppliers shall in no event exceed, in the aggregate, the total amount paid directly to Necto by you in connection therewith.

Indemnification

You shall defend and indemnify Necto and any Third Party Suppliers and its and their respective owners, officers, directors, employees and agents from and against any claim, cause of action or demand, including without limitation reasonable legal and accounting fees, brought by or on your behalf in excess of the liability described herein or by third parties as a result of your use of the Necto web site (including without limitation any violation by you of these terms and conditions, any law or the rights of a third party).

Resolution of Disputes

The Necto web site is operated by Necto from within the United States. This User Agreement and its performance shall be governed by the laws of the State of New York, United States of America, without regard to conflict of laws provisions that would result in the application of the laws of any other jurisdiction. If a dispute does arise between you and Necto, our goal is to provide you with a neutral and cost effective means of resolving the dispute quickly. Accordingly, you and Necto agree that we shall resolve any action, claim or controversy at law or equity (a “Claim”) that arises out of your use of the Necto web site as otherwise mutually agreed by the parties in writing. Before resorting to these alternatives, we strongly encourage you to first contact us directly to seek a resolution since most customer concerns can be resolved quickly and satisfactorily in this manner.

• Mandatory Arbitration – Any Claim where the total amount in controversy is less than US$10,000, shall be resolved via binding, non-appearance-based arbitration initiated through the American Arbitration Association (“AAA”). The AAA Rules are available online at www.adr.orgor by calling the AAA at 1-800-778-7879. AAA and the parties must comply with the following rules: (a) the arbitration shall be conducted by telephone, online and/or be solely based on written submissions, the specific manner shall be chosen by the party initiating the arbitration; (b) the arbitration shall be conducted by an arbitrator in New York, NY who is approved or otherwise affiliated with the AAA; (c) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties in writing; (d) the arbitrator may award injunctive or declaratory relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim; (e) unless otherwise mutually agreed by the parties in writing, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding; and (f) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. If subparagraph (e) above is found to be unenforceable, then the entirety of this Mandatory Arbitration provision shall be null and void. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THIS USER AGREEMENT, YOU AND NECTO ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION WITH RESPECT TO THE CLAIMS COVERED BY THIS MANDATORY ARBITRATION PROVISION.
• Improperly Filed Claims – All Claims you bring against Necto must be resolved in accordance with this Resolution of Disputes Section. All Claims filed or brought contrary to the Resolution of Disputes Section shall be considered improperly filed and void. Should you file a Claim contrary to the Resolution of Disputes Section, Necto may recover attorneys’ fees and costs, provided that Necto has notified you in writing of the improperly filed Claim, and you have failed to promptly withdraw the Claim.

Attorneys Fees

If Necto takes any action to enforce this User Agreement, and such Claim is not resolved pursuant to the Mandatory Arbitration provision under RESOLUTION OF DISPUTES, above, Necto will be entitled to recover from you, and you agree to pay, all reasonable attorney’s fees and any costs of litigation, in addition to any other relief, at law or in equity, to which Necto may be entitled. Moreover, you agree that Necto may debit your credit or debit card or charge you for any such amounts.

Injunctive Relief

You acknowledge that a violation or attempted violation of any of this User Agreement will cause such damage to Necto as will be irreparable, the exact amount of which would be impossible or difficult to ascertain and for which there will be no adequate remedy at law. Accordingly, you agree that Necto shall be entitled as a matter of right to seek an injunction from any court of competent jurisdiction, restraining such violation or attempted violation of these terms and conditions by you, or your affiliates, partners, or agents, without having to post a bond or other security.

Privacy

You have read the Necto web site Privacy Policy, the terms of which are available on the Necto web site, and you agree that the terms of such policy are reasonable. You consent to the use of your personal information by Necto and/or its Third Party Suppliers in accordance with the terms of and for the purposes set forth in the Necto web site Privacy Policy.

Modification or Termination of Service of a Necto Product

Necto reserves the right to modify, suspend or discontinue the Necto web site services or any part thereof at any time with or without notice to you without liability to you.