Please Read These Terms Carefully Before Using This Site

The materials on this website (the "site") are provided by Xiophone or its subsidiaries ("Xiophone") as a service to its customers and may be used for informational purposes only. Single copies may be downloaded subject to the provisions below. By downloading any materials from this site, you agree to these terms. If you do not agree to them, do not use the site or download any materials from it.

1. Acknowledgement and Acceptance of Terms of Use. This Service is offered to you conditioned on your acceptance without modification, of the terms, conditions, and notices contained in this agreement and any operating rules, policies, and procedures that may be published from time to time on the www.xiophone.com Website (the “Site”) by the Company (collectively, the "Terms"). The following Terms govern your access to and use of the Service. Your use of the Service constitutes your agreement to all such Terms.

If User is using the Service on behalf of User's employer, User represents that it is authorized to accept these Terms on its employer's behalf. Unless explicitly stated otherwise, the Terms will govern the use of any new features that augment or enhance the current Services, including the release of new the Company resources and services. In the case of any violation of these rules and regulations, the Company reserves the right to seek all remedies available by law and in equity for such violations. 

2. Privacy Policy. Information collected by the Company about Users will be treated in accordance with our privacy policy (“Privacy Policy”).

3. Modifications to the Service. The Company reserves the right to modify or discontinue all or part of the Service, temporarily or permanently, with or without notice to User, and is not obligated to support or update the Service. The amended Terms shall be effective immediately after they are initially posted on the Site. User's continued use of the Service after the posting of the amended Terms on the Site constitutes User's affirmative: (a) acknowledgement of the Terms and its modifications; and (b) agreement to abide and be bound by the Terms, as amended. User acknowledges and agrees that the Company shall not be liable to User or any third party in the event that the Company exercises its right to modify or discontinue all or part of the Service.

4. Modification of User Rates. The Company reserves the right, in its sole discretion, to change User pricing upon thirty (30) days notice. Notwithstanding the foregoing, if a User utilizes greater than the number of telephone minutes included in his/her monthly plan, the Company reserves the right to immediately charge the user for such use at a rate of 10 cents (U.S.) per minute (or whatever rate is on your Rate Plan) for all minutes over the plan minute threshold when calling destinations within the continental USA. When calling destinations outside of the continental USA, international rates apply from the first minute. Contact Xiophone customer service for current international rates. Conference calls are billed at your agreed rate per minute per participant. Voice to text transcriptions are charged at the rate of 2 cents per word.

5. Charges. By electing to purchase subscription-based services, you warrant that all information you submit is true and accurate (including without limitation your credit card number and expiration date) and you agree to pay all subscription fees you incur plus all applicable taxes.

a. Payment of your account balance is due monthly (or in some cases annually) and must be made by the credit card designated by you.

b. Charges are to be paid on a monthly (or annual) basis. If the payment method for your account is not received from the card issuer or its agents, you agree to pay all amounts due upon demand. Each time you use the Service, or allow or cause the Service to be used, you agree and reaffirm that the Company is authorized to charge your designated card. Your card issuer's agreement governs your use of your designated card in connection with the Service, and you must refer to such agreement (not this Agreement) with respect to your rights and liabilities as a cardholder. You agree that the Company may (at its option) accumulate charges incurred during your monthly billing cycle and submit them as one or more aggregate charges during or at the end of each cycle, and that the Company may delay obtaining authorization from your card issuer until submission of the accumulated charge(s). This means that accumulated charges may appear on the statement you receive from your card issuer.

c. Your activation fee (if applicable) and recurring service fees are payable in advance and are COMPLETELY NON-REFUNDABLE. You agree that the Company may submit charges for your monthly (or annual) service fee each month (or year), without further authorization from you, until you provide prior notice that you have terminated this authorization or wish to change your designated card. Such notice will not affect charges submitted before the Company reasonably could act on your notice. (Note: the Company takes no responsibility for contacting you prior to charging your designated credit card for your recurring service fee.) If you have any question regarding any charges that have been applied to your account, you must contact the Company’s Customer Service Department within 30 days of the charge date. Failure to use your account will not be deemed a basis for refusing to pay any charges submitted by the Company in accordance with this Agreement.

d. All Service packages that include a toll-free number include a number of monthly telephone minutes as part of the recurring service fee. The Company reserves the right to bill subscribers for usage above and beyond the subscriber's plan's monthly minutes at a rate of 10 cents (U.S.) per minute when calling destinations within the continental USA. When calling or faxing to destinations outside of the continental USA, international rates apply from the first minute. Contact Xiophone customer service for current international rates. Faxes are charged by the page (inbound and outbound) and are typically 10 cents per page after the base pages included in your plan (which is often 100 per month).  Conference calls are billed per minute per participant at your billing plan's rate. Click-to-call calls are treated and billed as conference calls with just two participants.  Voice to text transcriptions are charged at the rate of 2 cents per word. Usage fees will be billed in arrears and charged to your credit card of record. You agree that the Company may submit these charges, without further notification or authorization from you. In the event your account is terminated, the Company has the authority to charge your credit card of record for any additional usage fees you may have accrued while still an active subscriber. Company owns the phone numbers used on the service and these numbers may not be moved away from Company without Company authorization and a one-time payment by subscriber of $200.00 per number.

e. You must promptly notify the Company of changes to: (a) the account number or expiration date of your designated card; (b) your billing address. You must also promptly notify the Company if your card is canceled (e.g., for loss or theft).

f. FREE TRIALS - The Company may offer a Free Trial month as part of some promotions. Subscribers signing up for a free trial receive a credit for one month's fee (which includes 400 toll-free minutes where applicable). The Company reserves the right to bill the subscriber's credit card for any usage above and beyond the 400 included minutes (see d. above). Activation fees (if applicable) will be charged at the beginning of the subscriber's first paid month.

6. Payment. The Company reserves the right to suspend or terminate your Service account without notice upon rejection of any card charges or if your card issuer (or its agent or affiliate) seeks return of payments previously made to the Company when the Company believes you are liable for the charge. Such rights are in addition to and not in lieu of any other legal rights or remedies available to the Company.

7. Links. Links provided on this site are provided solely as a convenience to you and the provision of any such link does not constitute our endorsement of that site or its provider or of any of the content, products, or services contained or offered therein. Your use of each of those sites is subject to the conditions, if any, that each of those sites has posted. You agree that we are not responsible for the accuracy, copyright compliance, legality, decency, or any other aspect of the contents, products, services or any transmissions received through such sites. You further agree that we have no liability whatsoever from such third party sites and your usage of them.

8. Intellectual Property Rights. User acknowledges that content, including but not limited to policy information, text, software, music, sound, photographs, video, graphics, the arrangement of text and images, commercially produced information, and other material contained on the Site or through the Service ("Content"), is protected by copyright, trademarks, service marks, patents or other proprietary agreements and laws and User is only permitted to use the Content as expressly authorized by the Company. These Terms do not transfer any right, title, or interest in the Service, Site or the Content to User, and User may not copy, reproduce, distribute, or create derivative works from this Content without express authorization by the Company. User agrees not to use or divulge to others any information designated by the Company as proprietary or confidential. Any unauthorized use of any Content contained on the Site or through the Service may violate copyright laws, trademark laws, the laws of privacy and publicity, and communications regulations and statutes. EXCEPT AS SPECIFICALLY PERMITTED HEREIN, NO PORTION OF THE INFORMATION ON THE SITE MAY BE REPRODUCED IN ANY FORM, OR BY ANY MEANS, WITHOUT PRIOR WRITTEN PERMISSION FROM THE COMPANY. USERS ARE NOT PERMITTED TO MODIFY, DISTRIBUTE, PUBLISH, TRANSMIT OR CREATE DERIVATIVE WORKS OF ANY MATERIAL FOUND ON THE SITE FOR ANY PUBLIC, PERSONAL OR COMMERCIAL PURPOSES.

9. Trademarks. Xiophone, Xiophone, meetingRSVP, OnShowSite, among others, are trademarks or registered trademarks of Xiophone or its subsidiaries in the United States and other countries.

Xiophone trademarks may be used publicly only with permission from Xiophone Fair use of Xiophone trademarks in advertising and promotion of Xiophone products requires proper acknowledgement.

9a. SINGLE COPY LICENSE  The materials at this Site are copyrighted and any unauthorized use of any materials at this Site may violate copyright, trademark, and other laws. You may download one copy of the information or software ("Materials") found on Xiophone websites on a single computer for your personal, non-commercial internal use only unless specifically licensed to do otherwise by Xiophone in writing or as allowed by any license terms which accompany or are provided with individual Materials. This is a license, not a transfer of title, and is subject to the following restrictions: you may not:

1. Modify the Materials or use them for any commercial purpose, or any public display, performance, sale or rental;
2. Decompile, reverse engineer, or disassemble software Materials except and only to the extent permitted by applicable law;
3. Remove any copyright or other proprietary notices from the Materials;
4. Transfer the Materials to another person. You agree to prevent any unauthorized copying of the Materials.

10. Disclaimer. THE MATERIALS ARE PROVIDED "AS IS" WITHOUT ANY EXPRESS OR IMPLIED WARRANTY OF ANY KIND INCLUDING WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT OF INTELLECTUAL PROPERTY, OR FITNESS FOR ANY PARTICULAR PURPOSE. IN NO EVENT SHALL Xiophone BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF INFORMATION) ARISING OUT OF THE USE OF OR INABILITY TO USE THE MATERIALS, EVEN IF XIOPHONE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

Xiophone and its suppliers further do not warrant the accuracy or completeness of the information, text, graphics, links or other items contained within these materials. Xiophone may make changes to these materials, or to the products described therein, at any time without notice. Xiophone makes no commitment to update the Materials.

11. Limitation of Liability. As a condition of use of the Service, and in consideration of the services provided by the Company, User agrees that neither the Company, nor any officer, affiliate, director, shareholder, agent, contractor or employee of the Company will be liable to User 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 Service, Site or Content; including but not limited to any of the following:

a. Reliance. The use of the Service by the User, including but not limited to damages resulting from or arising from User's reliance on the Service, or the mistakes, omissions, interruptions, errors, defects, delays in operation, non-deliveries, mis-deliveries, transmissions, eavesdropping by third parties, or any failure of performance of the Service.

b. Termination. The termination of User's use of the Service by the Company pursuant to these Terms.

c. Infringement. Any allegation, claim, suit, or other proceeding based upon a contention that the use of the Service or the Site by a User or a third party infringes or misappropriates the copyright, patent, trademark, trade secret, confidentiality, privacy, or other intellectual property rights or contractual rights of any third party.

d. Force Majeure. Any delay or failure of the Company to perform due to government restriction, strikes, war, any natural disaster or any other condition beyond the Company' control.

The limitations set forth in this section apply to the acts, omissions, negligence, and gross negligence of the Company and its affiliates, 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.

EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THESE TERMS, THE COMPANY SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, MULTIPLE, OR CONSEQUENTIAL DAMAGES, RESULTING FROM THE USE OR THE INABILITY TO USE THE COMPANY SERVICES OR FOR COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES OR RESULTING FROM ANY PRODUCTS OR SERVICES PURCHASED OR OBTAINED OR TRANSACTIONS ENTERED INTO THROUGH THE SITE OR RESULTING FROM UNAUTHORIZED ACCESS TO, DELETION OR ALTERATION OF USER'S TRANSMISSIONS OR DATA OR FAILURE OF THE SITE TO STORE USER'S TRANSMISSIONS OR DATA, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, USE, DATA OR OTHER INTANGIBLE PROPERTY, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE ENTIRE LIABILITY OF THE COMPANY AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO THE USE OF THE SITE AND THE SERVICE OR ANY BREACH OF THIS AGREEMENT ARE LIMITED TO THE LESSER OF: (I) THE AMOUNT ACTUALLY PAID BY YOU FOR ACCESS TO AND USE OF THE SERVICE IN THE THREE (3) MONTHS PRECEDING THE DATE OF YOUR CLAIM OR (II) U.S.$500.00. YOU HEREBY RELEASE THE COMPANY FROM ANY AND ALL OBLIGATIONS, LIABILITIES AND CLAIMS IN EXCESS OF THIS LIMITATION.

SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES UNDER CERTAIN CIRCUMSTANCES; CONSEQUENTLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO USER, IN WHOLE OR IN PART.

12. No Resale of the Site. User agrees not to reproduce, duplicate, copy, sell resell, exploit or make any commercial use of or access to the Service, without the express written consent of the Company.

13. Lawful Use. User agrees that use of the site is subject to all applicable national, state, and local laws and regulations, and that User is solely responsible for the contents of its communications through the Service. User agrees that it shall not distribute or facilitate distribution of any content, including but not limited to text, communications, software, images, sounds, data, or other information that: (1) is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another's privacy, tortuous, contains explicit or graphic descriptions or accounts of sexual acts (including but not limited to sexual language of a violent or threatening nature directed at another individual or group of individuals), or otherwise violates the Company' rules or policies; (2) victimizes, harasses, degrades, or intimidates an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age, or disability; (3) infringes on any patent, trademark, trade secret, copyright, right of publicity, or other proprietary right of any party; (4) constitutes unauthorized or unsolicited advertising, junk or bulk email (also known as "spamming"), chain letters, facsimiles, any other form of unauthorized solicitation, or any form of lottery or gambling; (5) contains software viruses or any other computer code, files, or programs that are designed or intended to disrupt, damage, or limit the functioning of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any data or other information of any third party; or (6) impersonates any person or entity, including any of our employees or representatives.

14. Indemnification. User will defend, indemnify and hold harmless the Company and its affiliates, directors, officers, employees, proprietors, independent contractors, consultants, partners, shareholders, representatives, customers, agents, predecessors, successors, and permitted assigns from and against any claim, suit, demand, loss, damage, expense (including reasonable attorneys' fees and costs) or liability that may result from, arise out of or relate to: (a) acts or omissions by User arising out of or in connection with this Agreement; (b) intentional or negligent violations by User of any applicable laws or governmental regulation, (c) contractual relations between the User and a third party; or (d) infringement of intellectual property rights including, but not limited to, rights relating to patent and copyright.

User acknowledges that the Company has no control over the content of information transmitted by User or User’s customers and that the Company does not examine the use to which User or User's customers put the Service or the nature of the information User or User’s customers send or receive. User hereby indemnifies and holds harmless the Company, its stockholders, officers, directors, employees and agents from any and all loss, cost, damage, expense, or liability relating to or arising out of the transmission, reception, and/or content of information of whatever nature transmitted or received by User or User's users.

15. 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.

16. Termination of this License.  Xiophone may terminate this license at any time if you are in breach of the terms of this Agreement. Upon termination, you will immediately destroy the Materials.

17. Severability. 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. The Company’ failure to act with respect to a breach by User or others does not waive its right to act with respect to subsequent or similar breaches.

18.Confidentiality. Through use of the Service and/or Site, the Company may disclose or make available to the User Confidential Information (as defined below) in connection with the activities contemplated hereunder. User agrees that during the Term of this Agreement and thereafter (a) it shall provide at a minimum the same care to avoid disclosure of unauthorized use of confidential information as is provided to provide its own similar information, but in no event less than a reasonable standard of care; (b) it will use Confidential Information belonging to the other solely for the purposes of this Agreement and (c) it will not disclose Confidential Information belonging to the Company to any third party (other than its employees and/or consultants reasonably requiring such Confidential Information for purposes of this Agreement who are bound by obligations of nondisclosure and limited use at least as stringent as those contained herein) without the express prior written consent of the Company. User will promptly return to the disclosing Party upon request any Confidential Information of the Company. The Company will not monitor, edit, disclose, sell, rent, license, exchange, or release any of your personally identifiable information without your explicit consent unless the Company has reason to believe that disclosing this information is necessary: (a) to conform to the edicts of law or comply with legal process served on the Company; (b) to prevent injury to or interference with (either intentionally or unintentionally) the Company rights or property, other the Company users, or anyone else that could be harmed by such activities; or (c) to act under exigent circumstances to protect the personal safety of the users or the public. If the Company transfers assets or has any change in control, user information may be transferred to the entity that acquires such assets or control of the Company.

For purposes of this Agreement, "Confidential Information" means, with respect to the Company, any and all information in written, representational, electronic, verbal or other form relating directly or indirectly to the present or potential business, operation or financial condition of the Company (including, but not limited to, information identified as being proprietary and/or confidential, pricing, marketing plans, customer and supplier lists, service data, and any information which might reasonable be presumed to be proprietary or confidential in nature) excluding any such information which: (i) is known to the public (through no act or omission of the Company in violation of this Agreement); (ii) is lawfully acquired by the Company from an independent source having no obligation to maintain the confidentiality of such information; (iii) was known to the Company prior to its disclosure under this Agreement; (iv) was independently developed by the Company; or (v) is required to be disclosed by governmental or judicial order.

19. Governing Law. These Terms shall be governed by and construed in accordance with the laws of the State of California without regard to its choice of law provisions. In the event of any conflict between foreign laws, rules and regulations and those of the United States, the laws, rules and regulations of the United States shall govern. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to these Terms. User hereby consents to personal jurisdiction by the state and federal courts located in Los Angeles County, California. These Terms and any modifications hereto constitute the entire agreement between the parties with regard to the subject matter hereof and supersede all prior understandings and agreements, whether written or oral, as to such subject matter. Nothing contained in these Terms shall be deemed to constitute either party as the agent or representative of the other party, or both parties as joint ventures or partners for any purpose.

20. Ownership of Materials. Materials are copyrighted and are protected by worldwide copyright laws and treaty provisions. They may not be copied, reproduced, modified, published, uploaded, posted, transmitted, or distributed in any way, without Xiophone's prior written permission. Except as expressly provided herein, Xiophone and its suppliers do not grant any express or implied right to you under any patents, copyrights, trademarks, or trade secret information. Other rights may be granted to you by Xiophone in writing or incorporated elsewhere in the Materials.