Acceptable Use Guidelines.
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The following describes the terms on which Coloseum Software offers you access to our services.
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ACKNOWLEDGEMENT AND ACCEPTANCE OF ACCEPTABLE USE GUIDELINES.
Coloseum Software, (collectively, the "Company"), maintains this
website (the "Site") as a service to its customers. By using the Site
or any current or future service(s) provided to you by the Company (collectively
the "Services") in accordance with an applicable service agreement ("Service
Agreement(s)"), you are agreeing to comply with and be bound by the terms and
conditions of these Acceptable Use Guidelines and any operating rules, regulations,
policies, and procedures that may be modified from time-to-time on the Site (collectively,
the "Terms"). The Terms govern your access to and use of the Site, the
Services and any information, products, software, and/or features made available
to you. If you are using the Site or Services on behalf of your employer, you represent
that you are authorized to accept these Terms on your employer's behalf. In the
case of any violation of the Terms, Coloseum Software reserves the right to
seek all remedies available by contract, law and in equity for such violations.
The Terms apply to all visits to the Site and use of the Services, both now and
in the future. ANY VIOLATION OF THESE TERMS MAY RESULT IN THE SUSPENSION OR
TERMINATION OF YOUR ACCOUNT, THE SERVICES OR SUCH OTHER ACTION PERMITTED IN ACCORDANCE WITH
THE APPLICABLE COMPANY SERVICE AGREEMENT.
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LAWFUL USE.
You agree that use of the Site and/or any Services, is subject to all applicable national, international,
state, and local laws and any and all applicable regulations, including the Terms.
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a. |
Contain harmful content, including, without limitation, software viruses, Trojan horses,
worms, time bombs, cancel bots, spy-ware, or any other files, software programs,
or technology that is designed or intended to disrupt, damage, surreptitiously intercept
or expropriate the Services or any system, program, data or personal information
or limit the functioning of any software, hardware, or equipment or to damage or
obtain unauthorized access to any data or other information of any third party.
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Impersonate any person or entity, including any of our employees or representatives.
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c. |
Violate any U.S. export or import laws, including, without limitation, the Export Administration
Act and the Export Administration Regulations maintained by the Department of Commerce.
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d. |
Violate any federal or state law, statute, ordinance, or regulation including, without limitation,
those governing consumer protection, Internet tobacco sales, firearm sales. The foregoing list is
a non-exhaustive list of prohibited goods and services.
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INTERNET ABUSE.
You are prohibited from engaging in any form of Internet abuse, including but not limited to:
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a. |
Distributing, publishing, or sending any kind of unsolicited or
unwelcome email to any number of network users (commonly referred to as "junk
mail" or "spam"), including, without limitation, mass promotions,
unauthorized or unsolicited commercial advertising, and informational announcements,
anywhere on the Internet.
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b. |
Posting a single article or substantially similar articles to an excessive number of newsgroups or mailing lists.
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c. |
Repeated or deliberate posting of articles that are off-topic according to the charter of the
newsgroup or mail list where such articles are posted.
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Posting commercial advertising in a conference or newsgroup, unless it is specifically
permitted to be posted within that group or violating the CAN-SPAM Act.
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ENFORCEMENT.
Company reserves the right and has absolute discretion to enforce the Terms. Company
may, in its sole discretion, immediately terminate or suspend:
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The Services;
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A Service Agreement and/or
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Access to this Site, if it determines that your services, offerings or activities violate the Terms.
Without limitation, Company also reserves the right to report any activity (including the
disclosure of appropriate data or merchant information) that it suspects may violate any
law or regulation to appropriate law enforcement officials, regulators, or other appropriate third
parties. Company also may cooperate with appropriate law enforcement agencies to
assist in the investigation and prosecution of any illegal conduct. If you want
to report any violations of these guidelines, please contact us.
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MODIFICATIONS TO THE SITE.
Company reserves the right to amend the Terms and modify or discontinue all or part
of the Site, temporarily or permanently, with or without notice, and is not obligated
to support or update the Site. The amended Terms shall automatically become effective
immediately after they are initially posted on this Site. Your continued use of
the Site after the posting of the amended Terms on the Site constitutes your affirmative:
(a) Acknowledgement of the Terms and its modifications; and (b) Agreement to abide
and be bound by the Terms, as amended. Should you object to any modifications of
the Terms, your only recourse is to immediately: (a) terminate use of the Site and/or
Services; and (b) notify Company of termination.
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LINKS TO THIRD PARTY SITES ARE NOT ENDORSEMENTS.
The Site contains links to third-party web sites. The linked sites are not under
the control of Company, and Company is not responsible for the contents or policies
of any linked site. Company provides these links as a convenience only, and a link
does not imply endorsement of, sponsorship of, or affiliation with the linked site
by Company. Links to merchants or advertisers are owned and operated by independent
retailers or service providers, and therefore, Company cannot ensure that you will
be satisfied with their products, services or practices. You should make whatever
investigation you feel necessary or appropriate before proceeding with any transaction
with any of these third parties.
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INTELLECTUAL PROPERTY RIGHTS.
The Site is proprietary to Company. All the text, images, marks, logos and other
content of the Site ("Site Content") is proprietary to Company
or to third parties from whom Company has obtained permission. Company authorizes you to view,
download, and print the Site Content provided that:
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You may only do so for your own personal and non-commercial use;
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ii. |
You may not copy, publish or redistribute any Site Content;
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You may not modify Site Content; (iv) you may not remove
any copyright, trademark, or other proprietary notices that have been placed in
the Site Content by Company. Except as expressly permitted above, reproduction or
redistribution of the Site Content, or any portion of the Site Content, is strictly
prohibited without the prior written permission of Company. To request permission
you may contact
Company. You represent and warrant that your use of Site Content will be consistent with
this license and will not infringe or violate the rights of any other party or breach
any contract or legal duty to any other parties.
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WARRANTY.
The site and services are provided on an "AS IS", "AS AVAILABLE"
basis. Company does not represent or warrant that the site or services will be available, accessible,
uninterrupted, timely, secure, accurate, complete, entirely error-free or virus free nor does Company
make any warranty as to the results that may be obtained from the use of the site or services or as to
the accuracy or reliability of any content or any information or products obtained through the site or
that defects in the services will be corrected. You expressly acknowledge that this site and the services
are computer network-based services, which may be subject to outages, interruptions, attacks by third
parties and delay occurrences. In such an event and subject to the terms hereof, Company shall use
commercially reasonable efforts to remedy material interruptions and will provide adjustments, repairs
and replacements, within its capacity, that are necessary to enable the site and the services to perform
their intended functions in a reasonable manner. You acknowledge that Company does not warrant that such
efforts will be successful. If Company's efforts are not successful, you may terminate the applicable
service agreement and cease using the site. The foregoing shall constitute your sole remedy, and Company's
sole liability, in the event of interruption, outage or other delay occurrences in the Company services.
You waive and covenant not to assert any claims or allegations of any nature arising from or relating to
your use of the site or services, including, without limitation, all claims and allegations relating to
the alleged infringement of proprietary rights, the alleged inaccuracy of content, or allegations that
Company has or should indemnify, defend, or hold you harmless from any claim or allegation arising from
your use, republication or other exploitation of the site or services. You use the site at your own risk
and neither Company nor the parties who provide information and materials for publication within the site
will be liable for any damages arising from your use of this site. You understand and agree that any
material or data downloaded or otherwise obtained through the use of the site or the services is done
at your own discretion and risk and that user will be solely responsible for any damage to its computer
system, loss of service or loss of data that results from the download or use of such material or data.
DISCLAIMER.
Except as expressly set forth in this section 8, Company specifically
disclaims all representations, warranties, and conditions whether express or implied, arising by statute,
operation of law, usage of trade, course of dealing, or otherwise, including but not limited to, warranties or
conditions of merchantability, fitness for a particular purpose, non-infringement, or title with respect to the
site or services, or other services or goods provided through this site. For the avoidance of doubt,
you agree that Company does not represent or warrant that the services or site will be available,
accessible, uninterrupted, timely, secure, accurate, complete, or entirely error-free.
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LIMITATION OF LIABILITY.
Coloseum Software expressly disclaims any liability or loss arising from or related to the site
or the services (however arising, including negligence), including without limitation, liability or
loss associated with unauthorized access to any server, merchant interfaces, websites, facilities, or
your data or your customer data (including credit card numbers and other personally identifiable
information) due to accident, illegal or fraudulent means, including hacking, or devices used by any
third party, or other causes beyond Coloseum Software's reasonable control.You expressly agree
that Coloseum Software shall not be liable for any loss arising from infiltration of the services,
the Coloseum Software system or website by means of software viruses, trojan horses, worms, time bombs,
or any other software programs, or technology designed or intended to disrupt, damage, intercept or expropriate
the Coloseum Software services or any system, program, data or personal information or limit the functioning
of the site, services or any software, hardware, or equipment or to damage or obtain unauthorized access to any
data or any information of any third party.
EXCLUSION.
As a condition of use of the site and services, you agree that neither Company,
nor any officer, affiliate, director, shareholder, agent, contractor or employee of Company will be liable to you or any
third party for any direct, indirect, incidental, special, punitive, or consequential loss of profits, loss of earnings,
loss of business opportunities, damages, expenses, or costs resulting directly or indirectly from, or otherwise arising in
connection with the site, services or service agreements, however arising, including without limitation, the inability to use
the services or for cost of procurement of substitute goods and services or resulting from any products, services provided or
obtained or transactions entered into through the site or resulting from unauthorized access to, deletion or alteration of your
transmissions or data or failure of the site to store your transmissions or data, including but not limited to, damages
for loss of profits, use, data or other intangible property, even if Company has been advised of the possibility of such
damages. The limitations set forth in this section apply to the acts, omissions, negligence, and gross negligence of
Company and its affiliates, parents, subsidiaries, contractors, subcontractors, officers, directors, shareholders, managers,
employees, and agents, which, but for this provision, would give rise to a course of action in contract, or any other legal
doctrine.
LIMITATION.
Except as otherwise limited, our liability and the liability of our parent, subsidiaries, officers, directors, employees and
agents to you or any third parties in any circumstances shall be limited to the lesser of (a) the amount you pay us in the 30
days prior to the action giving rise to liability or (b) $100.
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INDEMNIFICATION.
You agree to indemnify, defend and hold harmless Company, its parents, subsidiaries,
affiliates, directors, officers, shareholders, agents, contractors and employees,
from any claim or demand, including reasonable attorneys' fees and court costs,
made by any third party due to, arising from or out of: (a) your use of the Site
and/or Services; (b) your breach or alleged breach of any representation, warranty
or other obligation; (c) your violation or alleged violation of any federal, state,
international or local law and any and all regulations, rules or ordinances; (d)
the negligence or willful misconduct by you or your employees or agents; (e) any
violation of the Terms or Privacy Policy; (f) your infringement of any intellectual
property or other legal right of any person or entity; or (g) your advertising,
marketing, promotion, sale, or distribution of any products or services. In the
event you cause fines and/or penalties to be charged to Company by the Credit Card
Associations or any other entity, you agree to reimburse Company immediately for
said fines and/or penalties.
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DISCLOSURE, FORWARD-LOOKING STATEMENTS.
Certain statements that are not historical fact contained in the Site may constitute
forward-looking statements. Such statements include, without limitation, statements
about future financial and operating performance of Company, as well as the Company's
plans, strategies, partnerships, products, service markets, growth prospects, successes,
cost-effectiveness and security of new products or services, objectives, expectations,
intentions or other statements that are not historical fact. Such statements are
based on the then current beliefs and expectations of the management of the Company,
and are subject to significant risks and uncertainty. Actual results may vary materially
from those contained in forward-looking statements based on a number of factors
including, without limitation, (i) dependence on a limited number of clients, (ii)
the Company's revenue concentration in the wireless telecommunications business
and the declining subscriber growth rate in that business, (iii) the adverse impact
that the financial and operating difficulties of the Company's clients may have
on the Company's future revenues, and financial and operating results, (iv) continuing
rapid change in the telecommunications industry and other markets in which the Company
does business that may affect both the Company and its clients, (v) potential state,
federal, and international regulation of voice conferencing or other services and
related compliance and operating costs, regulatory assessments, and potential suspensions
of service pending compliance with such regulation, (vi) uncertainties associated
with the Company's ability to develop new products, services, and technologies,
(vii) market acceptance of the Company's new products, services, and technologies
and continuing demand for the Company's products, services, and technologies, (viii)
the impact of competitive products, services, and pricing on both the Company and
its clients, (ix) current and future economic conditions including, without limitation,
decreases or delays in capital spending by carriers and in new subscriber growth,
and global economic recession, (x) integration, employee retention, recognition
of cost and other benefits and revenue synergies, and other risks associated with
acquisitions, (xi) the Company's ability to execute on its objectives, plans, or
strategies including, without limitation, product or services development plans,
the mobile business strategy and the plans to develop alliances and grow its client
base, (xii) economic and political instability in the domestic and international
markets including, without limitation, the impact of terrorist threats and hostilities
and the declaration of war or similar actions, (xiii) uncertainties associated with
the Company's ability to expand into new markets including, without limitation,
the mobile business market, (xiv) the impact of restructuring charges and other
charges on the Company's business and operations, (xv) the industry risks associated
with Coloseum Software's business and operations including, without limitation,
illegal or improper uses of Coloseum Software's payment system, unauthorized
intrusions or attacks on Coloseum Software's payment system that may impair
the operations of its payment system, changes or failures to comply with credit
card association rules, governmental regulation and the application of existing
laws to Coloseum Software's business and dependence on relationships with
third party payment processors, and (xvi) the factors disclosed in the Company's
filings with the U.S. Securities and Exchange Commission including, without limitation,
its most recent Annual Report on Form 10-K. The Company undertakes no obligation
to update any forward-looking statements. Nothing contained in this web site constitutes
an offer to sell or solicitation of an offer to buy any of the Company's securities.
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ACCESS TO PASSWORD PROTECTED/SECURE AREAS.
Access to and use of password protected and/or secure areas of the Site is restricted to
authorized users only. Unauthorized individuals attempting to access these areas of the Site
may be subject to prosecution.
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SERVICES OFFERED BY COMPANY ON THIS SITE.
When you enroll to obtain a Service from the Company, you accept the specific terms and
conditions applicable to that Service in accordance with the applicable Service Agreement.
Except as provided in the Service Agreement, Company does not warrant that any service
description or content contained in this Site is accurate, current, reliable, complete,
or error-free.
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TERMINATION & EFFECT.
Company may terminate access to the Site and the Services, with or without cause, at any
time, and effective immediately. Termination shall be accompanied by a written or electronic
notice to you. Company shall not be liable to you or any third party for termination.
Should you object to any provision of the Terms or any subsequent modifications
thereto, your only recourse is immediately to: (a) terminate use of the Site and/or
Services; and (b) notify Company of termination. Upon termination of access to the
Site and/or Services, your right to use the Site and/or Services shall immediately cease.
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PRIVACY POLICY.
Information collected by the Site will be treated in accordance with Coloseum Software's
Privacy Policy,
which is incorporated herein by reference.
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GOVERNING LAW & JURISDICTION.
The Site is accessible in all fifty states and other countries, and each of these places
has laws that may differ from those of Massachusetts and from each other. As you and
Company both benefit from establishing a predictable legal environment in which
to publish, access and use the Site, by publishing, accessing, and/or using this
Site, you and Company agree that all matters arising from or relating to the use
and operation of this Site will be governed by the laws of The Commonwealth of Massachusetts,
without regard to its conflicts of laws principles. You agree that all claims it
may have arising from or relating to the operation or use of this Site will be heard
and resolved in the courts of Boston, Massachusetts. You consent to the personal
jurisdiction of such courts over it, stipulate to the fairness and convenience of
proceeding in such courts, and covenant not to assert any objections to proceeding
in such courts.
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TRADEMARKS.
COLOSEUM SOFTWARE, ALIAS, FIMS, AIMI SOFTWARE COLOSEUM SOFTWARE. All other Company
and product names referenced herein are the trademarks or registered trademarks of their
respective holders. This list may be modified from time-to-time. You shall not register
or attempt to register any of the Company's marks or trademarks that would reasonably
be deemed to be confusingly similar to any of the Company's marks or trademarks.
You shall comply with all standards with respect to the Company's marks and all
uses of the marks shall be consistent with Company standards. For further information
on Company copyrights and trademarks, please contact Company.
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FORCE MAJEURE.
Company shall not be liable for any losses arising out of the delay or interruption of its
performance of obligations due to any acts of God, acts of civil or military authorities,
civil disturbances, wars, strikes or other labor disputes, fires, transportation contingencies,
interruptions in telecommunications, utility, Internet services or network provider
services, acts or omissions by a third party, infiltration or disruption of the
Services by a third party, or other catastrophes or occurrences that are beyond
Company's reasonable control.
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GENERAL.
In the event that any provision of the Terms shall, in whole or in part, be determined
to be invalid, unenforceable or void for any reason, such determination shall affect only
the portion of such provision determined to be invalid, unenforceable or void, and
shall not affect in any way the remainder of such provision or any other provision
of the Terms. Company's failure to act with respect to a breach by you or others
does not waive its right to act with respect to subsequent or similar breaches.
In the event of a conflict between the Acceptable Use Guidelines and the applicable
Service Agreement, the latter shall govern.
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