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Terms and Conditions

 

PEOPLELINK – TERMS OF USE

Last Updated: February 28, 2023

 

IMPORTANT, READ CAREFULLY: YOUR USE OF AND ACCESS TO THE WEBSITE AND PRODUCTS AND SERVICES AND ASSOCIATED SOFTWARE (COLLECTIVELY, THE “SERVICES”) OF PEOPLELINK COLLABORATION INC. AND ITS AFFILIATES (“PEOPLELINK UNIFIED COMMUNICATIONS PVT LTD”) ENTIRE INSTAVC SUITE OF APPLICATIONS & APPLICATIONS THAT ARE CUSTOM DEVELOPED FOR OUR CUSTOMERS, IS CONDITIONED UPON YOUR COMPLIANCE WITH AND ACCEPTANCE OF THESE TERMS, WHICH INCLUDE YOUR AGREEMENT TO ARBITRATE CLAIMS. PLEASE REVIEW THOROUGHLY BEFORE ACCEPTING.

BY CLICKING/CHECKING THE “JOIN MEETING” BUTTON/BOX, ACCESSING THE PEOPLELINK WEBSITE OR BY UTILIZING THE PEOPLELINK SERVICES YOU AGREE TO BE BOUND BY THESE TERMS OF SERVICE AND ALL EXHIBITS, ORDER FORMS, AND INCORPORATED POLICIES (THE “AGREEMENT” OR “TOS”). THE PEOPLELINK SERVICES ARE NOT AVAILABLE TO PERSONS WHO ARE NOT LEGALLY ELIGIBLE TO BE BOUND BY THESE TERMS OF SERVICE.

PeopleLink will provide the Services, and you may access and use the Services, in accordance with this Agreement. PeopleLink may provide any of the Services hereunder through any of its Affiliates. If You order Services through an on-line registration page or an order form (each an “Order Form”), the Order Form may contain additional terms and conditions and information regarding the Services you are ordering. Unless otherwise expressly set forth in any such additional terms and conditions applicable to the specific Service which You choose to use, those additional terms are hereby incorporated into this Agreement in relation to Your use of that Service.

System Requirements. Use of the Services 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 Services involves hardware, software, and Internet access, Your ability to access and use the Services 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.

  1. The following definitions will apply in this Agreement, and any reference to the singular includes a reference to the plural and vice versa.
    “Affiliate” means, with respect to a Party, any entity that directly or indirectly controls, is controlled by or is under common control with that Party. For purposes of this Agreement, “control” means an economic or voting interest of at least fifty percent (50%) or, in the absence of such economic or voting interest, the power to direct or cause the direction of the management and set the policies of such entity.
    “End User” means a Host or Participant (as defined in the Services Description below) who uses the Services.
    “Initial Subscription Term” means the initial subscription term for a Service as specified in an Order Form.
    “Laws” means all U.S. or non-U.S. national, regional, state, provincial or local laws, statutes, rules, regulations, ordinances, administrative rulings, judgments, decrees, orders, directives, policies, or treaties applicable to PeopleLink’s provision and Customer’s use of the Services.
    “Service Effective Date” means the date an Initial Subscription Term begins as specified in an Order Form.
    “Renewal Term” means the renewal subscription term for a Service commencing after the Initial Subscription Term or another Renewal Term as specified in an Order Form.
    “Taxes and Fees” and “Taxes or Fees” means all applicable sales, use, environmental or regulatory taxes, VAT, fees, duties (including customs duties), charges, surcharges or assessments levied on the provision of Services to Customer (exclusive of any income tax imposed on PeopleLink).
    “VAT” means any value added tax, and any other tax of a similar nature, whether imposed in a Member State of the European Union in substitution for, or levied in addition to, such tax, or imposed elsewhere, any Goods and Services Tax, PIS/COFINS, any similar indirect Tax or any Tax analogous thereto imposed in connection with, or otherwise relating to, the Services rendered by PeopleLink to Customer.
    “Your Data” means information provided to PeopleLink so that PeopleLink can fulfill the terms of the Agreement and provide access to the Services (e.g., company name, billing address, taxpayer ID number, VAT registration number, contact name and information). You are solely responsible for the accuracy of Your Data, and PeopleLink has no liability whatsoever for errors and omissions in Your Data.
  2. PeopleLink will provide the Services as described in the Order Form, and standard updates to the Services that are made generally available by PeopleLink during the term. PeopleLink may, in its sole discretion, discontinue the Services or modify the features of the Services from time to time without prior notice. You will maintain the minimum number of subscriptions set forth on the Order Form for the duration of the Initial Subscription Term or then current Renewal Term, as applicable. Any amendment to the number of subscriptions set forth on the Order Form will be effective upon the commencement of Your next Renewal Term.
  3. USE OF SERVICES AND YOUR RESPONSIBILITIES. You may only use the Services pursuant to the terms of this Agreement. You are solely responsible for Your and Your End Users’ use of the Services and shall abide by, and ensure compliance with, all Laws in connection with Your and each End User’s use of the Services, including but not limited to Laws related to recording, intellectual property, privacy and export control. Use of the Services is void where prohibited. Sharing of Host subscriptions with anyone other than the individual assigned to be a Host is strictly prohibited.
    1. Registration Information. You may be required to provide information about Yourself in order to register for and/or use certain Services. 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.
    2. Your Content. You agree that You are solely responsible for the content (“Content”) sent or transmitted by You or displayed or uploaded by You in using the Services and for compliance with all Laws pertaining to the Content, including, but not limited to, Laws requiring You to obtain the consent of a third party to use the Content and to provide appropriate notices of third party rights. You represent and warrant that You have the right to upload the Content to PeopleLink and that such use does not violate or infringe on any rights of any third party. Under no circumstances will PeopleLink be liable in any way for any (a) Content that is transmitted or viewed while using the Services, (b) errors or omissions in the Content, or (c) any loss or damage of any kind incurred as a result of the use of, access to, or denial of access to Content. Although PeopleLink is not responsible for any Content, PeopleLink may delete any Content, at any time without notice to You, if PeopleLink becomes aware that it violates any provision of this Agreement, or any applicable law. You retain copyright and any other rights You already hold in Content which You submit, post or display on or through, the Services.
    3. You are responsible for compliance will all recording laws. The host can choose to record PeopleLink Meetings and PeopleLink Webinars. By using the Services, you are giving PeopleLink consent to store recordings for any or all PeopleLink meetings or webinars that you join, if such recordings are stored in our systems. You will receive a notification (visual or otherwise) when recording is enabled. If you do not consent to being recorded, you can choose to leave the meeting or webinar.
    4. Prohibited Use. You agree that You will not, and will not permit any End User to: (i) modify, customize, disassemble, decompile, prepare derivative works of, create improvements, derive innovations from, reverse engineer or attempt to gain access to any underlying technology of the Services (e.g., any source code, process, data set or database, management tool, development tool, server or hosting site, etc); (ii) knowingly or negligently use the Services in a way that abuses, interferes with, or disrupts PeopleLink’s networks, Your accounts, or the Services; (iii) engage in activity that is illegal under applicable law, fraudulent, false, or misleading, (iv) transmit through the Services any material that may infringe the intellectual property or other rights of third parties; (v) build or benchmark a competitive product or service, or copy any features, functions or graphics of the Services; or (vi) use the Services 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; (vii) upload or transmit any software, Content or code that does or is intended to harm, disable, destroy or adversely affect performance of the Services in any way or which does or is intended to harm or extract information or data from other hardware, software or networks of PeopleLink or other users of Services; (viii) engage in any activity or use the Services or PeopleLink account in any manner that could damage, disable, overburden, impair or otherwise interfere with or disrupt the Services, or any servers or networks connected to the Services or PeopleLink’s security systems. (ix) use the Services in violation of any PeopleLink policy or in a manner that violates applicable law, including but not limited to anti-spam, export control, privacy, and anti-terrorism laws and regulations and laws requiring the consent of subjects of audio and video recordings, and You agree that You are solely responsible for compliance with all such laws and regulations.
    5. Limitations on Use. You may not reproduce, resell, or distribute the Services or any reports or data generated by the Services for any purpose unless You have been specifically permitted to do so under a separate agreement with PeopleLink. You may not offer or enable any third parties to use the Services purchased by You, display on any website or otherwise publish the Services or any Content obtained from a Service (other than Content created by You) or otherwise generate income from the Services or use the Services for the development, production or marketing of a service or product substantially similar to the Services.
  4. RESPONSIBILITY FOR END USERS. You are responsible for the activities of all End Users who access or use the Services through your account and you agree to ensure that any such End User will comply with the terms of this Agreement and any PeopleLink policies. PeopleLink assumes no responsibility or liability for violations. If You become aware of any violation of this Agreement in connection with use of the Services by any person, please contact PeopleLink at vc@peoplelinkvc.us. PeopleLink may investigate any complaints and violations that come to its attention and may take any (or no) action that it believes is appropriate, including, but not limited to issuing warnings, removing the content or terminating accounts and/or User profiles. Under no circumstances will PeopleLink be liable in any way for any data or other content viewed while using the Services, 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.
  5. PEOPLELINK OBLIGATIONS FOR CONTENT.PeopleLink will maintain reasonable physical and technical safeguards to prevent unauthorized disclosure of or access to Content, in accordance with industry standards. PeopleLink will notify You if it becomes aware of unauthorized access to Content. PeopleLink will not access, view or process Content except (a) as provided for in this Agreement and in PeopleLink’s Privacy Statement; (b) as authorized or instructed by You, (c) as required to perform its obligations under this Agreement; or (d) as required by Law. PeopleLink has no other obligations with respect to Content.
  6. You affirm that You are at least 16 years of 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. Your access may be terminated without warning if we believe that You are under the age of 16 or are otherwise ineligible.
  7. INTENDED USE; RESTRICTION ON USE BY CHILDREN. The Services are intended for business use. You may choose to use the Services for other purposes, subject to the terms and limitations of this Agreement. PeopleLink is not intended for use by individuals under the age of 16, unless it is through a School Subscriber (as that term is defined in the Services Description) using PeopleLink for Education (K-12).
  8. CHARGES AND CANCELLATION. You agree that PeopleLink may charge to Your credit card or other payment mechanism selected by You and approved by PeopleLink (“Your Account”) all amounts due and owing for the Services. All payments made by you to us under this Agreement will be made free and clear of any deduction or withholding, as may be required by law. If any such deduction or withholding (including but not limited to domestic or cross-border withholding taxes) is required on any payment, you will pay such additional amounts as are necessary so that the net amount received by us is equal to the amount then due and payable under this Agreement. We will provide you with such tax forms as are reasonably requested in order to reduce or eliminate the amount of any withholding or deduction for taxes in respect of payments made under this Agreement. You agree that all payment obligations are non-cancelable and all amounts paid are non-refundable during the Initial Subscription Term or then current Renewal Term, as applicable. PeopleLink may change prices for the Services from time to time, in its sole discretion. Any price changes will be effective upon the commencement of Your next Renewal Term; provided, that PeopleLink shall provide You with reasonable notice of any such fee increase prior to the expiration of the Initial Subscription Term or any Renewal Term. Prices specified in the Order Form may include discounts or promotional pricing. These discounts or promotional pricing amounts may be temporary and may expire upon the commencement of a Renewal Term, without additional notice. PeopleLink reserves the right to discontinue or modify any promotion, sale or special offer at its sole and reasonable discretion. You agree that in the event PeopleLink is unable to collect the fees owed to PeopleLink for the Services through Your Account, PeopleLink 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 PeopleLink in connection with such collection activity, including collection fees, court costs and attorneys’ fees. You further agree that PeopleLink 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.
  9. Unless stated otherwise, all prices and fees shown by PeopleLink are exclusive of Taxes and regulatory fees, service, service fees, set up fees, subscription fees, or any other fee or charge associated with Your Account. Where applicable, Taxes and regulatory fees will be charged on the invoices issued by PeopleLink in accordance with local laws and regulations. PeopleLink, in its sole discretion, will calculate the amount of Taxes due. The taxes and regulatory fees charged can be changed without notice.
    1. VAT Invoices. If required by Law, PeopleLink will issue a VAT invoice, or a document that the relevant taxing authority will treat as a VAT invoice, to You. You accept that this invoice may be issued electronically.
    2. Tax exemptions. If You are exempt from any Tax or Fee, You will provide PeopleLink with all appropriate tax exemption certificates, and/or other documentation satisfactory to the applicable taxing authorities to substantiate such exemption status. PeopleLink reserves the right to review and validate tax exemption documentation. In the event that the tax exemption documentation is not valid, PeopleLink reserves the right to charge applicable taxes to You.
    3. Payment of Taxes and Fees. You will pay to PeopleLink any applicable Taxes and Fees. You are solely responsible for paying any and all Taxes and Fees owing as a result of PeopleLink’s provision of the Services to You. If You are required to pay any Taxes and Fees, You shall pay such amounts with no reduction or offset in amounts payable to PeopleLink hereunder and You will pay and bear such additional amount, as shall be necessary such that PeopleLink receives the full amount of payment required as if no such reduction or offset were required.
    4. VAT due by the customer. In the event Taxes and Fees are due towards the taxing authorities by You instead of PeopleLink, through the reverse charge or other similar mechanism, You will provide PeopleLink with all appropriate evidence for PeopleLink to demonstrate Your business nature, such as a valid VAT registration number (or similar information required under the relevant VAT laws). PeopleLink reserves the right to review and validate your VAT registration number. In the event that the VAT registration number is not valid, PeopleLink reserves the right to nevertheless charge applicable VAT to You. For the avoidance of doubt, if VAT is due by You to a taxing authority, through the reverse charge or other similar mechanism, You are solely responsible for paying those amounts to the relevant taxing authority such that PeopleLink receives the full amount of payment required.
    5. Tax determination. Tax determination is principally based on the location where the Customer has established its business based on the Customer Data, or for individuals where that individual permanently resides. This will be defined by PeopleLink as Your ‘Sold To’ address. PeopleLink reserves the right to cross reference this location against other available evidence to validate whether Your location is accurate. In the event that Your location is inaccurate, PeopleLink reserves the right to charge You any outstanding Taxes and Fees.
    6. Use and enjoyment. If You purchase PeopleLink Services, and those Services are used and enjoyed by a subsidiary of You in a country that is different to Your location as determined by Section 9(e) of this TOS, You confirm that where required You will treat this as a supply to Your subsidiary. In the event You purchase Services and those Services are used and enjoyed by a branch or individual in a country that is different to Your location as determined by Section 9 (e) of this TOS, You acknowledge that You will inform PeopleLink of the Services that have been allocated and You acknowledge that PeopleLink reserves the right to charge Taxes and Fees based on the use and enjoyment of those Services.
  10. The PeopleLink website contains information on how to terminate Your Account. If you have purchased a Service for a specific term, such termination will be effective on the last day of the then-current term. Your Order Form may provide that a Renewal Term will begin automatically unless either party provides notice of termination at least thirty (30) days prior to the commencement of the next Renewal Term. Notwithstanding anything to the contrary herein, if You fail to comply with any provision of this Agreement, PeopleLink may terminate this Agreement immediately and retain any fees previously paid by You. Sections 1 and 3 through 22, inclusive, shall survive any termination of this Agreement. Upon any termination of this Agreement, You must cease any further use of the Services. You may terminate this Agreement by providing written notice of termination for cause in the event PeopleLink has materially breached the Agreement and has not cured such material breach within thirty (30) days of Your written notice of such breach.
  11. PROPRIETARY RIGHTS. PeopleLink and/or its suppliers, as applicable, retain ownership of all proprietary rights in the Services and in all trade names, trademarks, service marks, logos, and domain names (“PeopleLink Marks”) associated or displayed with the Services. You may not frame or utilize framing techniques to enclose any PeopleLink Marks, or other proprietary information (including images, text, page layout, or form) of PeopleLink without express written consent. You may not use any meta tags or any other “hidden text” utilizing PeopleLink Marks without PeopleLink’s express written consent.
  12. CONFIDENTIALITY. Each party agrees to regard and preserve as confidential all non-public information provided by the other party relating to the business, systems, operations, source code, Services, strategic plans, clients, pricing (including, but not limited to, the pricing terms herein), methods, processes, financial data, programs, and/or products of the other party in any form, that are designated as “confidential,” or a reasonable person knows or reasonably should understand to be confidential (herein “Confidential Information”). Each party agrees to limit its disclosure of the other party’s Confidential Information to as few persons as possible and only to those persons with a need to know that are its or its Affiliates’ personnel and subject to an obligation to keep such information confidential. Except as needed to fulfill their respective obligations under the Agreement or as expressly permitted herein, the receiving party shall not: (i) disclose the disclosing party’s Confidential Information to any person, firm, or enterprise without the disclosing party’s prior written consent, or (ii) use the disclosing party’s Confidential Information for its own benefit, or the benefit of a third party.
    1. Exclusions. “Confidential Information” shall not include Content or information that (a) is already rightfully known to a party at the time it is obtained from the other party, free from any obligation to keep such information confidential; (b) is or becomes publicly known or available through no wrongful act of a party; (c) is rightfully received from a third party without restriction and without breach of this TOS; or (d) is developed by a party without the use of any proprietary, non-public information provided by the other party under the Agreement.
    2. Exception. Either party may disclose Confidential Information where required by law, regulation, or court order, provided that the party subject to such law, regulation or court order shall, where permitted, notify the other party of any such use or requirement prior to disclosure in order to afford such other party an opportunity to seek a protective order to prevent or limit disclosure of the information to third parties.
    3. Confidentiality Period and Obligations. The confidentiality obligations set forth in this section of the TOS shall remain in effect for a period of five (5) years from the disclosure of the information. Both parties agree (a) to take reasonable steps to protect the other party’s Confidential Information, and these steps must be at least as protective as those the receiving party takes to protect its own Confidential Information, and no less than a reasonable standard of care; (b) to notify the disclosing party promptly upon discovery of any unauthorized use or disclosure of Confidential Information; and (c) in the event of any unauthorized disclosure by a receiving party, to cooperate with the disclosing party to help regain control of the Confidential Information and prevent further unauthorized use or disclosure of it.
  13. You may not post, modify, distribute, or reproduce in any way copyrighted material, trademarks, rights of publicity or other proprietary rights without obtaining the prior written consent of the owner of such proprietary rights. PeopleLink may deny access to the Services to any User who is alleged to infringe another party’s copyright. Without limiting the foregoing, if You believe that Your copyright has been infringed, please notify PeopleLink by sending email to vc@peoplelinkvc.com
  14. EXPORT RESTRICTIONS.You acknowledge that the Services, or a portion thereof, are subject to the Export Administration Regulations, 15 C.F.R. Parts 730-774, of the United States and may be subject to other applicable country export control and trade sanctions laws (“Export Control and Sanctions Laws”). PeopleLink will provide the U.S. export classification(s) applicable to its Services upon request. You and Your End Users may not access, use, export, re-export, divert, transfer or disclose any portion of the Services or any related technical information or materials, directly or indirectly, in violation of Export Control and Sanctions Laws. You represent and warrant that: (i) You and Your End Users (a) are not citizens of, or located within, a country or territory that is subject to U.S. trade sanctions or other significant trade restrictions (including without limitation Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk and Luhansk regions of Ukraine) and that You and Your End Users will not access or use the Services, or export, re-export, divert, or transfer the Services, in or to such countries or territories; (b) are not persons, or owned 50% or more, individually or in the aggregate by persons, identified on the U.S. Department of the Treasury’s Specially Designated Nationals and Blocked Persons List or Foreign Sanctions Evaders Lists; and (c) are not persons on the U.S. Department of Commerce’s Denied Persons List, Entity List, or Unverified List, or U.S. Department of State proliferation-related lists; (ii) You and Your End Users located in China, Russia, or Venezuela are not Military End Users and will not put PeopleLink’s Services to a Military End Use, as defined in 15 C.F.R. 744.21; (iii) no Content created or submitted by You or Your End Users is subject to any restriction on disclosure, transfer, download, export or re-export under the Export Control and Sanctions Laws; and (iv) You and Your End Users will not take any action that would constitute a violation of, or be penalized under, U.S. antiboycott laws administered by the U.S. Department of Commerce or the U.S. Department of the Treasury. You are solely responsible for complying with the Export Control and Sanctions Laws and monitoring them for any modifications.
  15. NO HIGH RISK USE. The Services 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. The Services shall not be used for or in any HIGH RISK environment.
  16. INJUNCTIVE RELIEF. You acknowledge that any use of the Services contrary to this Agreement, or any transfer, sublicensing, copying or disclosure of technical information or materials related to the Services, may cause irreparable injury to PeopleLink, its Affiliates, suppliers and any other party authorized by PeopleLink to resell, distribute, or promote the Services (“Resellers”), and under such circumstances PeopleLink, 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.
  17. NO WARRANTIES.YOU UNDERSTAND AND AGREE THAT THE SERVICES ARE PROVIDED “AS IS” AND PEOPLELINK, 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. PEOPLELINK, ITS AFFILIATES, SUPPLIERS AND RESELLERS MAKE NO WARRANTY OR REPRESENTATION REGARDING THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES, REGARDING THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED 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 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. THE ENTIRE RISK ARISING OUT OF USE OR PERFORMANCE OF THE SERVICES REMAINS WITH YOU. PEOPLELINK DOES NOT ASSUME ANY RESPONSIBILITY FOR RETENTION OF ANY USER INFORMATION OR COMMUNICATIONS BETWEEN USERS. PEOPLELINK CANNOT GUARANTEE AND DOES NOT PROMISE ANY SPECIFIC RESULTS FROM USE OF THE SERVICES. USE IS AT YOUR OWN RISK.
  18. INDEMNIFICATION. You agree to indemnify, defend and hold harmless PeopleLink, 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, 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 or applicable law.
  19. LIMITATION OF LIABILITY.TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL PEOPLELINK OR ITS AFFILIATES, SUPPLIERS OR RESELLERS BE LIABLE FOR ANY SPECIAL,INCIDENTAL, INDIRECT, EXEMPLARY, PUNITIVE 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 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 PEOPLELINK, ITS AFFILIATES, SUPPLIERS OR RESELLERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY CASE, PEOPLELINK’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 SERVICES (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.
  20. AGREEMENT TO ARBITRATE; WAIVER OF CLASS ACTION. If You are located in the United States, You agree to resolve disputes only on an individual basis, through arbitration pursuant to the provisions of Exhibit A. The parties expressly waive any right to bring any action, lawsuit, or proceeding as a class or collective action, private attorney general action, or any other proceeding in which any party acts or proposes to act in a representative capacity.
  21. PRIVACY AND OTHER POLICIES. PeopleLink will collect and/or process personal data pursuant to its Privacy Statement.Further, if You are a business, enterprise or education account owner and Your use of the Services requires PeopleLink to process Your End Users’ personal data under a data processing agreement, PeopleLink shall process such personal data subject to PeopleLink’s Global Data Processing Addendum. Additionally, You understand and agree that PeopleLink may contact You via e-mail or otherwise with information relevant to Your use of the Services, regardless of whether You have opted out of receiving marketing communications or notices.
  22. US STATE LAW PRIVACY ADDENDUM. If You (i) are a “business” and we process “personal information” (as those terms are defined by the California Consumer Privacy Act of 2018, as amended) on Your behalf, or (ii) are a “controller” and we process “personal data” (as those terms are defined by other applicable US state data privacy Laws) on Your behalf, or (iii) meet both criteria set out in (i) and (ii), then the PeopleLink US State Law Privacy Addendum is incorporated herein by reference and shall apply to Your access to and use of the Services.
  23. MISCELLANEOUS
    1. Choice of Law and Forum.This Agreement shall be governed by and construed under the laws of the State of California, U.S.A., as applied to agreements entered into and to be performed in California by California residents. Except as provided in Exhibit A, the Parties consent to the exclusive jurisdiction and venue of the state courts located in and serving Alameda County, California and the federal courts in the Northern District of California.
    2. Contracting Entity. In the event Your PeopleLink account reflects a bill to/sold to address in India, the contracting entity under these TOS shall be PeopleLink Unified Communications Pvt Ltd.
    3. 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 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.
    4. 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 Services, then such agreement shall control to the extent that any provision of this Agreement conflicts with the terms of such agreement. PeopleLink may elect to change or supplement the terms of this Agreement from time to time at its sole discretion. PeopleLink will exercise commercially reasonable business efforts to provide notice to You of any material changes to this Agreement. Within ten (10) business days of posting changes to this Agreement (or ten (10) business days from the date of notice, if such is provided), they will be binding on You. If You do not agree with the changes, You should discontinue using the Services. If You continue using the Services after such ten-business-day period, You will be deemed to have accepted the changes to the terms of this Agreement. In order to participate in certain Services, 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.

Exhibit A

Binding Arbitration

This Exhibit A to the TOS describes the further provisions which apply to the Binding Arbitration and Class Action Waiver.

Disputes. A dispute is any controversy between You and PeopleLink concerning the Services, any software related to the Services, the price of the Services, Your account, PeopleLink’s advertising, marketing, or communications, Your purchase transaction or billing, or any term of this Agreement, under any legal theory including contract, warranty, tort, statute, or regulation, except disputes relating to the enforcement or validity of Your or PeopleLink’s intellectual property rights. As part of the best efforts process to resolve disputes, and prior to initiating arbitration proceedings, each party agrees to provide notice of the dispute to the other party, including a description of the dispute, what efforts have been made to resolve it, and what the disputing party is requesting as resolution, to legal@peoplelinkvc.us

Small Claims Court Available. You may initiate an action in your local Small Claims Court if You meets the court’s requirements. However, if such a claim is transferred, removed or appealed to a different court, PeopleLink reserves the right to require arbitration.

Arbitration Procedure. Disputes not resolved pursuant to Section A or B shall be resolved through arbitration. The American Arbitration Association (“AAA”) will conduct any arbitration under its Commercial Arbitration Rules. For more information, see www.adr.org. Arbitration hearings will take place in the federal judicial district of Your primary business location. A single arbitrator will be appointed. The arbitrator must: (a) follow all applicable substantive Law; (b) follow applicable statutes of limitations; (c) honor valid claims of privilege; (d) issue a written decision including the reasons for the award. The arbitrator may award damages, declaratory or injunctive relief, and costs (including reasonable attorneys’ fees). Any arbitration award may be enforced (such as through a judgment) in any court with jurisdiction. Under AAA Rules, the arbitrator rules on his or her own jurisdiction, including the arbitrability of any claim; however, a court has exclusive authority to enforce the prohibition on arbitration on a class-wide basis or in a representative capacity .

Conflict with AAA Rules. This Agreement governs if there is a conflict with the AAA’s Commercial Arbitration Rules.

Requirement to File Within One Year. Notwithstanding any other statute of limitations, a claim or dispute under this Agreement must be filed in Small Claims Court or noticed for arbitration within one year of when it could first be filed, or such claim will be permanently barred.

Severability. If the class action waiver is found to be illegal or unenforceable as to all or some parts of a dispute, then those parts will not be arbitrated but will be resolved in court, with the balance resolved through arbitration. If any provision of this Exhibit A is found to be illegal or unenforceable, then that provision will be severed; however, the remaining provisions shall still apply and shall be interpreted to as nearly as possible achieve the original intent of this Exhibit, inclusive of the severed provision.

US State Law Privacy Addendum

This US State Law Privacy Addendum (“Addendum”) supplements the terms of your Master Subscription Agreement, Terms of Service, or Reseller Customer Terms of Service (as applicable, the “Agreement”), and sets forth certain data privacy rights and obligations in connection with certain US state Laws. Capitalized terms used but not otherwise defined herein have the meaning ascribed to them in the Agreement.

Section A – General Provisions. This Section A of the Addendum applies to PeopleLink’s provision of and Customer’s use of the Services to the extent that Customer is a Business or a Controller and PeopleLink Processes or is Processing Customer’s Personal Information or Personal Data pursuant to CCPA or other Applicable State Data Protection Laws.

  1. As used throughout this Addendum, “Customer” means a Business or Controller that subscribes to PeopleLink Services & rents or purchases Products. Capitalized terms used in this Section A, but not otherwise defined, have the meaning ascribed to them in Sections B(1) and C(1), below.
  2. Audits and Assessments.
    1. PeopleLink will conduct third-party audits to attest to the ISO 27001 and SOC 2 Type II frameworks as follows:
      1. Audits will be performed by qualified, independent, third-party security auditors at PeopleLink’s selection and expense.
      2. Each audit will result in the generation of a customer-facing audit report (“PeopleLink Audit Report”), which PeopleLink will make available to Customer upon request. The PeopleLink Audit Report will be PeopleLink’s Confidential Information.
    2. Restrictions on Receipt of Information.Nothing under this Addendum shall require PeopleLink to disclose: (a) any data or information of any other customer of PeopleLink, or any third party; (b) any internal accounting or financial information; (c) any trade secret of PeopleLink; or (d) any information that, in PeopleLink’s reasonable opinion could: (i) compromise the security of PeopleLink’s networks, systems, or premises; (ii) cause PeopleLink to breach its security or privacy obligations to any third party; or (iii) any information sought for any reason other than the reasons outlined in this Addendum. PeopleLink may require Customer’s agreement to reasonable PeopleLink (or its third-party auditor or assessor’s) terms and conditions prior to providing the PeopleLink Audit Report to Customer.
    3. Deletion of Data.PeopleLink will (a) as required by Applicable State Data Protection Laws applicable to Customer and at Customer’s direction, delete or return all Personal Data to the Customer at the end of the provision of Services or (b) as required by the CCPA, not retain, use, or disclose Personal Information upon termination or expiration of the relationship between the Customer and PeopleLink. Nothing in this Section A(4) (Deletion of Data) will require PeopleLink to (i) delete or return data that it must retain pursuant to applicable Laws or (ii) return instead of destroying Personal Data to the extent that return is not technically feasible, or return would impose substantial burdens, costs, or both upon PeopleLink.

 

Section B – California.  This Section B of the Addendum applies to PeopleLink’s provision of and Customer’s use of the Services to the extent that Customer is a Business and PeopleLink is Processing Personal Information on Customer’s behalf pursuant to CCPA.

  1. As used in this Section B of the Addendum: (a) “CCPA” means the California Consumer Privacy Act of 2018, as amended by the California Privacy Rights Act of 2020, and any regulations promulgated thereunder; (b) “Business,” “Business Purpose,” “Commercial Purpose,” “Consumer,” “Processing” “Sell,” “Service Provider,” and “Share” have the respective meanings given in the CCPA; and (c) “Personal Information” means “personal information” as defined in the CCPA, but only to the extent the personal information is collected, accessed, obtained, received, used, disclosed, or otherwise processed by PeopleLink as a result of PeopleLink’s provision of Services to Customer in its capacity as a Business under the Agreement.
  2. Acknowledgments and Obligations.PeopleLink (a) acknowledges that Personal Information is disclosed by Customer only for the limited and specified purposes of providing the Services described in an Order Form and for the purposes described in the Agreement; (b) shall comply with obligations applicable to Service Providers under the CCPA and shall provide the same level of privacy protection to Personal Information as is required by the CCPA, including the same privacy protection required to be provided by Businesses; (c) agrees that Customer may take reasonable and appropriate steps consistent with Section A(2) herein to help to ensure that PeopleLink’s use of Personal Information is consistent with Customer’s obligations under the CCPA; (d) shall notify Customer promptly of any determination made by PeopleLink that it can no longer meet its obligations under the CCPA; and (e) agrees that Customer may, upon notice, take reasonable and appropriate steps to stop and remediate unauthorized use of Personal Information, consistent with and in accordance with applicable regulations, by requesting reasonable documentation from PeopleLink that verifies PeopleLink no longer retains or uses Personal Information that is subject to a valid deletion request.
  3. PeopleLink shall not (a) Sell or Share Personal Information; (b) retain, use, or disclose any Personal Information for any purpose other than for the purpose(s) described in Section B(2)(a), above, or as otherwise permitted by the CCPA, including retaining, using, or disclosing Personal Information for a Commercial Purpose other than such purpose(s) or the servicing of a different Business; (c) retain, use or disclose Personal Information outside of the direct business relationship between PeopleLink and Customer, except to the extent permitted by CCPA; or (d) combine the Personal Information received pursuant to the Agreement with Personal Information received from another party, or PeopleLink’s own interactions with the Consumer to whom the Personal Information pertains, except to the extent a Service Provider is permitted to do so under the CCPA. PeopleLink hereby certifies that it understands its obligations under this Addendum and will comply with them.
  4. Audits, Reviews, and Assessments.Customer, subject to reasonable requirements and written agreements as required by PeopleLink and consistent with the CCPA, and at Customer’s sole cost and expense, may audit, review, or assess PeopleLink not more than once every 12 months, in accordance with Section A(2) (Audits and Assessments), above.
  5. Consumer Requests.Customer will promptly notify PeopleLink and provide all necessary information to PeopleLink after receiving and verifying a Consumer request, and PeopleLink shall promptly take such actions and provide such information as Customer may reasonably request pertaining to a Consumer’s Personal Information in order to help Customer fulfill requests of individuals to exercise their rights under the CCPA, including, without limitation, requests to access, correct, delete, opt out of the Sale or Sharing of, or receive information about Personal Information pertaining to them. If PeopleLink receives any request directly from Customer’s Consumer(s), then PeopleLink may either (i) advise the Consumer to contact Customer directly with such request or (ii) contact Customer to respond directly to the Consumer.

Section C – Virginia, Colorado, Utah & Other States. This Section C of the Addendum applies to PeopleLink’s provision of and Customer’s use of the Services to the extent that Customer is a Controller of Personal Data and PeopleLink Processes Customer’s Personal Data under Applicable State Data Protection Laws.

  1. As used in this Section C of the Addendum: (a) “Applicable State Data Protection Laws” means (i) the Colorado Privacy Act of 2021, the Virginia Consumer Data Protection Act of 2021, or the Utah Consumer Privacy Act of 2022, as amended, or (ii) any other applicable US state Law enacted for the purpose of protecting Personal Data whereby Customer is a Controller and PeopleLink is a Processor and the terms and conditions of this Addendum meet the requirements of such state Laws; (b) “Controller, ” “Personal Data,” “Process,” and “Processor” shall have the respective meanings given to them in the Applicable State Data Protection Laws; and (c) “Instructions” has the meaning given below.
  2. Processing of Personal Data: Roles, Scope, and Responsibility.
    1. The parties acknowledge and agree to the following: Customer is the Controller of Customer Personal Data. PeopleLink is the Processor of Customer Personal Data.
    2. Only to the extent necessary and proportionate, Customer as Controller instructs PeopleLink to perform the following activities as Processor on behalf of Customer (collectively, the “Instructions”):
      1. Provide and update the Services as licensed, configured, and used by Customer and its users, including through Customer’s use of PeopleLink settings, administrator controls or other Service functionality;
      2. Secure and real-time monitor the Services;
  • Resolve issues, bugs, and errors;
  1. Provide Customer requested support, including applying knowledge gained from individual customer support requests to benefit all PeopleLink customers but only to the extent such knowledge is anonymized; and
  2. Process Customer Personal Data as set out in the Agreement (including this Addendum and Exhibit A hereto), as well as any other documented instruction provided by Customer and acknowledged by PeopleLink as constituting instructions.
  3. To the extent that PeopleLink acts as a Processor of Customer Personal Data, PeopleLink shall Process Customer Personal Data only in accordance with Customer’s Instructions. Customer shall ensure that its Instructions to PeopleLink comply with all Laws, rules, and regulations applicable to the Customer Personal Data, and that the Processing of Customer Personal Data per Customer’s Instructions will not cause PeopleLink to be in breach of Applicable State Data Protection Laws. Customer is solely responsible for the accuracy, quality, and legality of (i) the Customer Personal Data provided to PeopleLink by or on behalf of Customer; (ii) how Customer acquired any such Customer Personal Data; and (iii) the Instructions it provides to PeopleLink regarding the Processing of such Customer Personal Data. Customer shall not provide or make available to PeopleLink any Customer Personal Data in violation of the Agreement or this Addendum.
  4. Customer authorizes PeopleLink to conduct scanning and reporting of Personal Data in limited circumstances (e.g., to detect and report Child Sexual Abuse Material; to comply with other applicable Laws; to ensure compliance with PeopleLink’s Acceptable Use Guidelines).
  5. Authorized Persons.PeopleLink shall ensure that all persons authorized to Process Customer Personal Data are made aware of the confidential nature of Customer Personal Data and are subject to a duty of confidentiality with respect to the data.
  6. Subcontractors and Subprocessors.To the extent that PeopleLink is a Processor, Customer hereby generally authorizes PeopleLink to engage subcontractors and subprocessors in accordance with this Section C(4).
    1. Customer approves PeopleLink’s use of the providers to Process Customer’s Personal Data.
    2. PeopleLink may remove, replace or appoint additional providers.Where required by Applicable State Data Protection Laws, PeopleLink shall also provide an opportunity for Customer to object to the engagement in accordance with Sections C(4)(d) and C(4)(e) herein.
    3. In an emergency concerning availability or security of the Services, PeopleLink is not required to provide prior notification to Customer of the removal, replacement, or appointment of subcontractors, but shall provide notification within seven (7) business days following the change in a subcontractor.
    4. In either case, the Customer may object to such an engagement of a subcontractor in writing within fifteen (15) business days of receipt of the aforementioned notice by PeopleLink.
    5. If the Customer objects to the engagement of a new subcontractor, PeopleLink shall have the right to cure the objection through one of the following options (to be selected at PeopleLink’s sole discretion):
      1. PeopleLink may cancel its plans to use the subcontractor with regard to Customer Personal Data.
      2. PeopleLink may take the corrective steps requested by Customer in its objection (which remove Customer’s objection) and proceed to use the subcontractor with regard to Customer Personal Data.
  • PeopleLink may cease to provide or Customer may agree not to use (temporarily or permanently) the particular aspect of the Service that would involve the use of such a subcontractor with regard to Customer Personal Data. PeopleLink may provide Customer with a written description of commercially reasonable alternative(s), if any, to such engagement, including without limitation modification to the Services. If PeopleLink, in its sole discretion, cannot provide any such alternative(s), or if Customer does not agree to any such alternative(s) if provided, PeopleLink and Customer may terminate the Agreement including this Addendum with sixty (60) days prior written notice. Termination shall not relieve Customer of any fees or charges owed to PeopleLink for Services provided up to the effective date of the termination under the Agreement.
  1. If Customer does not object to a new subcontractor’s engagement within 15 business days of notice issuance from PeopleLink, that new subcontractor shall be deemed accepted.
  2. PeopleLink shall engage any subcontractor that Processes Customer’s Personal Data only pursuant to a written contract and require the subcontractor to meet any obligations of PeopleLink that are subcontracted with respect to such Personal Data. PeopleLink remains liable to Customer where that subcontractor fails to fulfill its data protection obligations for the performance of that subcontractor’s obligations to the same extent that PeopleLink would itself be liable under this Addendum had it conducted such acts or omissions.
  3. Information Security. Taking into account the context of Processing, PeopleLink shall maintain appropriate technical and organizational measures with regard to Customer Personal Data to ensure a level of security appropriate to the risk in accordance with this Addendum and as otherwise expressly stated in the Agreement. We take reasonable measures to protect the information that we collect from you. However, no method of transmission over the internet or electronic storage is 100% secure, and we cannot guarantee absolute security.
  4. Compliance Information.Upon the reasonable request of Customer, PeopleLink shall make available to Customer reasonable information, consistent with and in accordance with applicable Laws, in PeopleLink’s possession necessary to demonstrate PeopleLink’s compliance with PeopleLink’s obligations in this Addendum.

 

EXHIBIT A

Description of Processing

Controller to Processor

Nature and Purpose of the Processing: PeopleLink will process Customer Personal Data for the following purposes in accordance with the Agreement (including this Addendum):

  • Provide and update the Services as licensed, configured, and used by Customer and its users, including through Customer’s use of PeopleLink settings, administrator controls or other Service functionality;
  • Secure and real-time monitor the Services;
  • Resolve issues, bugs, and errors;
  • Provide Customer requested support, including applying knowledge gained from individual customer support requests to benefit all PeopleLink customers but only to the extent such knowledge is anonymized;
  • As set out in the Agreement and or this Addendum, or any other documented instruction provided by Customer and acknowledged by PeopleLink as constituting instructions; and
  • As necessary to comply with legal obligations.

Type of Personal Data to be Processed:

PeopleLink Account Profile Info: Data associated with the end user’s PeopleLink account, profile picture, password, company name, and Customer’s preferences. This will include:

  • PeopleLink unique user ID,
  • profile picture (optional)

Diagnostic Data:

Meeting metadata: Metrics about Service usage, including when and how meetings were conducted).

This category includes:

  • event logs (including action taken, event type and subtype, in-app event location, timestamp, client UUID, user ID, and meeting ID)
  • meeting session information, including frequency, average and actual duration, quantity, quality, network activity, and network connectivity
  • number of meetings
  • number of screen-sharing and non-screen-sharing sessions
  • number of participants
  • meeting host information
  • host name
  • meeting site URL
  • meeting start/end Time
  • join method
  • performance, troubleshooting and diagnostics information

Telemetry data: Data collected from locally installed software (applications and browser information about the deployment of PeopleLink Services and related systems environment / technical information. This includes:

  • PC name
  • microphone
  • speaker
  • camera
  • domain
  • hard disc ID
  • network type
  • operating system type and version
  • client version
  • MAC address
  • event logs (including action taken, event type and subtype, in-app event location, timestamp, client UUID, user ID and meeting ID)
  • service logs (information on systems events and states)
  • Other Service Generated Data:
  • spam identification
  • push notifications
  • PeopleLink persistent unique identifiers such as UUID or user ids that are combined with other data elements including:
  • IP address
  • Data center
  • PC name
  • Microphone
  • Speaker
  • Camera
  • Domain
  • Hard disc ID
  • Network type
  • Operating System Type and Version
  • Client Version
  • IP Addresses along the Network Path

Support Data:

  • Contact name of support requestor, time, subject, problem description, post-meeting feedback (thumbs- up/down)
  • User supplied attachments including recordings, transcripts or screenshots, post-meeting feedback (open text provided with thumbs down

Duration of the Processing: The term of the Agreement plus the period until PeopleLink deletes or returns all Customer Personal Data processed on behalf of Customer.