Custom On-Hold Audio Terms of Service
1. ACCEPTANCE OF TERMS
Proximiti Inc. ("Proximiti") provides its customers ("Customers") the ability to customize the hold music audio that their users ("Users") will hear. Customers that elect to use or purchase the Custom On-Hold Audio ("OHA" or "Service") product, in whatever current or future form and by whatever name, are bound by the following Terms of Service ("TOS"), which may be updated by Proximiti intermittently without notice to you. By using the OHA product, you signify your acceptance of and agreement to these TOS without modification.
2. DESCRIPTION OF SERVICE
Proximiti provides its Customers the ability to customize the hold music audio that their Users will hear. This custom OHA will typically be in the form of audio files recorded by and submitted by Customers. Unless explicitly stated otherwise, any new features that augment or enhance the current OHA service shall be subject to the TOS. You understand and agree that you will be required for recording, formatting, and submitting all audio files and ensuring that all files are free and clear of copyright infringements and that all costs associated with recording the audio is the responsibility of the Customer.
All audio files submitted for use as custom OHA must be the original material of the Customer and must not violate any U.S. or international copyright laws. Customer is responsible for understanding all applicable laws and ensuring the originality of the material. PROXIMITI ASSUMES NO RESPONSIBILITY FOR ANY COPYRIGHT OR OTHER PROPERTY INFRINGEMENTS AS A RESULT OF ANY CUSTOMER OHA.
4. AUDIO FILE CONTENT
You understand that all information in the OHA files ("Content") is the sole responsibility of the Customer. This means that you, and not Proximiti, are entirely responsible for all Content that you make available via the OHA Service. Proximiti does not control the Content posted via the Service and, as such, does not guarantee the accuracy, integrity or quality of such Content. Under no circumstances will Proximiti be liable in any way for any Content, including, but not limited to, any errors or omissions in any Content, or any loss or damage of any kind incurred as a result of the use of any Content posted, emailed, transmitted or otherwise made available via the Service. You agree to not use the Service to:
a) make available any Content that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable;
b) impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity;
c) make available any Content that you do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
d) make available any Content that infringes any patent, trademark, trade secret, copyright or other proprietary rights ("Rights") of any party;
e) intentionally or unintentionally violate any applicable local, state, national or international law, including, but not limited to, regulations promulgated by the U.S. Securities and Exchange Commission, any rules of any national or other securities exchange, including, without limitation, the New York Stock Exchange, the American Stock Exchange or the NASDAQ, and any regulations having the force of law;
f) 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 United States government as a foreign terrorist organization pursuant to section 219 of the Immigration and Nationality Act;
5. CONTENT SCREENING
You acknowledge that Proximiti may or may not pre-screen Content, but that Proximiti and its designees shall have the right (but not the obligation) in their sole discretion to pre-screen, refuse, or move any Content that is available via the Service. You acknowledge that the determination regarding any Content (and in particular whether such content violates any of the foregoing restrictions) shall be made exclusively by Proximiti, in its sole discretion. Without limiting the foregoing, Proximiti and its designees shall have the right to remove any Content that violates the TOS or is otherwise objectionable.
6. COOPERATION WITH AUTHORITIES
You acknowledge, consent and agree that Proximiti may access, preserve and disclose your account information and Content if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary to:
a) comply with legal process;
b) enforce the TOS;
c) respond to claims that any Content violates the rights of third parties;
d) respond to your requests for customer service;
e) protect the rights, property or personal safety of Proximiti, its users and the public.
You understand that the technical processing and transmission of the Service, including your Content, may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.
7. CONTENT SUBMITTED OR MADE AVAILABLE FOR INCLUSION ON THE SERVICE
Proximiti does not claim ownership of Content you submit or make available for inclusion on the Service.
You agree to indemnify and hold Proximiti and its subsidiaries, affiliates, officers, agents, employees, partners and licensors harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of Content you make available through the Service, your use of the Service, your connection to the Service, your violation of the TOS, or your violation of any rights of another.
9. MODIFICATIONS TO SERVICE
Proximiti reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. You agree that Proximiti shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Service.
You may terminate the service at any time upon official notice to Proximiti. The audio files that you've submitted will immediately be made unavailable.
Likewise, Proximiti can terminate your service at any time if any of these terms of service are violated.
11. LIMITATION OF LIABILITY
YOU EXPRESSLY UNDERSTAND AND AGREE THAT PROXIMITI AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF PROXIMITI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM:
(i) THE USE OR THE INABILITY TO USE THE SERVICE;
(ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE;
(iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA;
(iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR
(v) ANY OTHER MATTER RELATING TO THE SERVICE.
12. NOTICE AND PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT OR INTELLECTUAL PROPERTY INFRINGEMENT
Proximiti respects the intellectual property of others, and we ask our users to do the same. Proximiti may, in appropriate circumstances and at its discretion, disable and/or terminate the accounts of users who may be repeat infringers. In addition, Proximiti complies with the Digital Millenium Copyright Act (DMCA), which provides a legal procedure pursuant to which you can request that an Online Service Provider "takedown" access to your copyrighted works appearing without your permission. If you believe that your work has been copied in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please provide Proximiti's Copyright Agent the following information:
a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;
b) a description of the copyrighted work or other intellectual property that you claim has been infringed;
c) a description of where the material that you claim is infringing is located on the site;
d) your address, telephone number, and email address;
e) 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;
f) a statement by you, made under penalty of perjury, that the above information in your Notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner's behalf.
It is expected that all users of any part of Proximiti will comply with applicable copyright laws. However, if we are notified of claimed copyright infringement, or otherwise become aware of facts and circumstances from which infringement is apparent, we will respond expeditiously by removing, or disabling access to, the material that is claimed to be infringing or to be the subject of infringing activity. We will comply with the appropriate provisions of the DMCA in the event a counter notification is received by our Copyright Agent.
Please report any violations of the TOS to firstname.lastname@example.org