Hereunder the organiser of event named "FibreCONEXT2020" (the “Event Organizer”), has stipulated ‘Additional Terms’ that will be their own responsibility to which HeySummit will have no liability or connection. These Additional Terms will be separate to HeySummit’s Terms & Conditions stipulated thereafter and the Additional Terms thereof will by no means supersede or invalidate HeySummit’s Terms & Condition. Where a conflict occurs between both of the aforementioned terms, HeySummit’s Terms & Conditions will prevail.
Welcome to the Mediaplatform Virtual Conferencing Terms and Conditions. These Terms of and Conditions form the basis of the contract between you and Mediaplatform Virtual Conferencing.
o 188.8.131.52. access to Third Party Social Sites. in order to provide the Services, including but not limited to Customer Data, security access information and configuration services; o 8.1.2. without affecting its other obligations under these terms, comply with all applicable laws and regulations with respect to its activities under these terms; o 8.1.3. carry out all other Customer responsibilities set out in these terms in a timely and efficient manner. In the event of any delays in the Customer's provision of such assistance as agreed by the parties, Mediaplatform Virtual Conferencing may adjust any agreed timetable or delivery schedule as reasonably necessary; o 8.1.4. ensure that the Authorised Users use the Services and the Documentation in accordance with the terms and conditions of these terms and shall be responsible for any Authorised User's breach of these terms; o 8.1.5. obtain and shall maintain all necessary licences, consents, and permissions necessary for Mediaplatform Virtual Conferencing, its contractors and agents to perform their obligations under these terms, including without limitation the Services; o 8.1.6. ensure that its network and systems comply with the relevant specifications provided by Mediaplatform Virtual Conferencing from time to time; and o 8.1.7. be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to Mediaplatform Virtual Conferencing's data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet. 9. Charges and payment • 9.1. The Customer shall pay the Subscription Fees to Mediaplatform Virtual Conferencing for the User Subscriptions in accordance with this clause 9 and the information found at https://www.mediaplatform.co.za/pricing/. • 9.2. The Customer shall on the Effective Date or such other date as specified on the Order, provide to Mediaplatform Virtual Conferencing valid, up-to-date and complete credit card details or approved purchase order information acceptable to Mediaplatform Virtual Conferencing and any other relevant valid, up-to-date and complete contact and billing details and, if the Customer provides: • 9.2.1. its credit card details to Mediaplatform Virtual Conferencing, the Customer hereby authorises Mediaplatform Virtual Conferencing to bill such credit card: o 184.108.40.206. on the Effective Date for the Subscription Fees payable in respect of the first subscription month or year (as applicable); and o 220.127.116.11. subject to clause 14.1, on each monthly or yearly anniversary, as stated in the Order, of the Effective Date for the Subscription Fees payable in respect of the next period. o 9.2.2. The Customer shall pay the Subscription Fees to Mediaplatform Virtual Conferencing in advance of the Services being provided. o 9.2.3. Mediaplatform Virtual Conferencing shall not provide the Services until the Subscription Fees have been paid, unless Mediaplatform Virtual Conferencing have agreed to a trial period or other prearrangement with the Customer. • 9.3. All amounts and fees stated or referred to in these terms: o 9.3.1. shall be payable in pounds sterling; o 9.3.2. are, subject to clause 13.3.2, non-cancellable and non-refundable; o 9.3.3. are exclusive of value added tax, which shall be added to Mediaplatform Virtual Conferencing's invoice(s) at the appropriate rate. • 9.4. If, at any time whilst using the Services, the Customer exceeds the amount of disk storage space specified in the Documentation, Mediaplatform Virtual Conferencing shall charge the Customer, and the Customer shall pay, Mediaplatform Virtual Conferencing's then current excess data storage fees. Mediaplatform Virtual Conferencing's excess data storage fees current as at the Effective Date are set out at https://www.mediaplatform.co.za/pricing/. • 9.5. Mediaplatform Virtual Conferencing shall be entitled to increase the Subscription Fees, the fees payable in respect of the additional User Subscriptions purchased pursuant to clause 3.3, the support fees payable pursuant to clause 4.4 and/or the excess storage fees payable pursuant to clause 9.4 upon 30 days' prior notice to the Customer and https://www.mediaplatform.co.za/pricing/ shall be deemed to have been amended accordingly. In the event that the Subscription Fees cannot be agreed the Customer is entitled to terminate in accordance with clause 14. 10. Proprietary rights • 10.1. The Customer acknowledges and agrees that Mediaplatform Virtual Conferencing and/or its licensors own all intellectual property rights in the Services, Software and the Documentation. Except as expressly stated herein, these terms do not grant the Customer any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Services or the Documentation. • 10.2 All licenses granted to the Customer in this Agreement are conditional on the Customer’s continued compliance with this Agreement, and will immediately and automatically terminate if the Customer does not comply with any term or condition of this Agreement. During and after the Subscription Term, the Customer will not assert, nor will the Customer authorize, assist, or encourage any third party to assert, against us or any of Mediaplatform Virtual Conferencing’s affiliates, customers, vendors, business partners, or licensors, any patent infringement or other intellectual property infringement claim regarding any Services, Software or Documentation The Customer is not allowed to use Mediaplatform Virtual Conferencing Marks without prior written consent from Mediaplatform Virtual Conferencing. • 10.3. Mediaplatform Virtual Conferencing confirms that it has all the rights in relation to the Services, Software and the Documentation that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of these terms. 11. Confidentiality • 11.1. Each party may be given access to Confidential Information from the other party in order to perform its obligations under these terms. A party's Confidential Information shall not be deemed to include information that: o 11.1.1. is or becomes publicly known other than through any act or omission of the receiving party; o 11.1.2. was in the other party's lawful possession before the disclosure; o 11.1.3. is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or o 11.1.4. is independently developed by the receiving party, which independent development can be shown by written evidence. • 11.2. Subject to clause 11.4, each party shall hold the other's Confidential Information in confidence and not make the other's Confidential Information available to any third party, or use the other's Confidential Information for any purpose other than the implementation of these terms. • 11.3. Each party shall take all reasonable steps to ensure that the other's Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of these terms. • 11.4. A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction, provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause 11.4, it takes into account the reasonable requests of the other party in relation to the content of such disclosure. • 11.5. Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party. • 11.6. The Customer acknowledges that details of the Services, and the results of any performance tests of the Services, constitute Mediaplatform Virtual Conferencing's Confidential Information. • 11.7. Mediaplatform Virtual Conferencing acknowledges that the Customer Data is the Confidential Information of the Customer. • 11.8. No party shall make, or permit any person to make, any public announcement concerning these terms without the prior written consent of the other parties (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction. • 11.9. The above provisions of this clause 11 shall survive termination of these terms, however arising. 12. Indemnity • 12.1. The Customer shall defend, indemnify and hold harmless Mediaplatform Virtual Conferencing against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Customer's use of the Services, Software and/or Documentation and/or Customer Data, provided that: o 12.1.1. the Customer is given prompt notice of any such claim; o 12.1.2. Mediaplatform Virtual Conferencing provides reasonable co-operation to the Customer in the defence and settlement of such claim, at the Customer's expense; and o 12.1.3. the Customer is given sole authority to defend or settle the claim. • 12.2. Mediaplatform Virtual Conferencing shall defend the Customer, its officers, directors and employees against any claim that the Services, Software or Documentation infringes any patent effective as of the Effective Date, copyright, trade mark, database right or right of confidentiality, and shall indemnify the Customer for any amounts awarded against the Customer in judgment or settlement of such claims, provided that: o 12.2.1. Mediaplatform Virtual Conferencing is given prompt notice of any such claim; o 12.2.2. the Customer provides reasonable co-operation to Mediaplatform Virtual Conferencing in the defence and settlement of such claim, at Mediaplatform Virtual Conferencing's expense; o 12.2.3. such infringement does not arise as a result of the Customers Data as set out in clause 2.5; and o 12.2.4. Mediaplatform Virtual Conferencing is given sole authority to defend or settle the claim. • 12.3. In the defence or settlement of any claim, Mediaplatform Virtual Conferencing may procure the right for the Customer to continue using the Services, replace or modify the Services so that they become non-infringing or, if such remedies are not reasonably available, terminate these terms on 2 Business Days' notice to the Customer without any additional liability or obligation to pay liquidated damages or other additional costs to the Customer. • 12.4. In no event shall Mediaplatform Virtual Conferencing, its employees, agents and sub-contractors be liable to the Customer to the extent that the alleged infringement is based on: o 12.4.1. a modification of the Services or Documentation by anyone other than Mediaplatform Virtual Conferencing; or o 12.4.2. the Customer's use of the Services or Documentation in a manner contrary to the instructions given to the Customer by Mediaplatform Virtual Conferencing; or o 12.4.3. the Customer's use of the Services or Documentation after notice of the alleged or actual infringement from Mediaplatform Virtual Conferencing or any appropriate authority. • 12.5. The foregoing and clause 13.3.2 states the Customer's sole and exclusive rights and remedies, and Mediaplatform Virtual Conferencing's (including Mediaplatform Virtual Conferencing's employees', agents' and sub-contractors') entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality. 13. Limitation of liability • 13.1. Except as expressly and specifically provided in these terms: o 13.1.1. the Customer assumes sole responsibility for results obtained from the use of the Services and the Documentation by the Customer, and for conclusions drawn from such use. Mediaplatform Virtual Conferencing shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to Mediaplatform Virtual Conferencing by the Customer in connection with the Services, or any actions taken by Mediaplatform Virtual Conferencing at the Customer's direction; o 13.1.2. all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from these terms; and o 13.1.3. the Services and the Documentation are provided to the Customer on an "as is" basis. o 13.2. Nothing in these terms excludes the liability of Mediaplatform Virtual Conferencing: o 13.2.1. for death or personal injury caused by Mediaplatform Virtual Conferencing's negligence; or o 13.2.2. for fraud or fraudulent misrepresentation. • 13.3. Subject to clause 13.1 and clause 13.2: o 13.3.1. Mediaplatform Virtual Conferencing is not responsible for any loss of revenue, including as the result of technical issues experienced related to the platform. Mediaplatform Virtual Conferencing shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of revenue, profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under these terms; and o 13.3.2. Mediaplatform Virtual Conferencing's total aggregate liability in contract (including in respect of the indemnity at clause 12.2), tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of these terms shall be limited to the total Subscription Fees paid for the User Subscriptions during the 12 months immediately preceding the date on which the claim arose. 14. Term and termination • 14.1. This Agreement shall start on the Effective Date and will subsist until terminated under the provisions of the Agreement. • 14.2 Either party can terminate with immediate effect for any reason at any time. Any Subscription Fees paid for Services after the date of termination shall be credited to the Customer’s account. No refund will be available. • 14.3. On termination of these terms for any reason: o 14.3.1. all licences granted under these terms shall immediately terminate and the Customer shall immediately cease all use of the Services, Software and/or the Documentation; o 14.3.2. each party shall return and make no further use of any equipment, property, Documentation, Software and other items (and all copies of them) belonging to the other party, excluding Customer Data that has been posted to Third Party Social Sites; o 14.3.3. Mediaplatform Virtual Conferencing may destroy or otherwise dispose of any of the Customer Data in its possession in accordance with clause 5.7.3, unless Mediaplatform Virtual Conferencing receives, no later than ten days after the effective date of the termination of these terms, a written request for the delivery to the Customer of the then most recent back-up of the Customer Data. Mediaplatform Virtual Conferencing shall use reasonable commercial endeavours to deliver the back-up to the Customer within 30 days of its receipt of such a written request, provided that the Customer has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). The Customer shall pay all reasonable expenses incurred by Mediaplatform Virtual Conferencing in returning or disposing of Customer Data; and o 14.3.4. any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination shall not be affected or prejudiced. 15. Force majeure Mediaplatform Virtual Conferencing shall have no liability to the Customer under these terms if it is prevented from or delayed in performing its obligations under these terms, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of Mediaplatform Virtual Conferencing or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that the Customer is notified of such an event and its expected duration. 16. Variation No variation of these terms shall be effective unless it is in writing and signed by the parties (or their authorised representatives). 17. Waiver No failure or delay by a party to exercise any right or remedy provided under these terms or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy. 18. Rights and remedies Except as expressly provided in these terms, the rights and remedies provided under these terms are in addition to, and not exclusive of, any rights or remedies provided by law. 19. Severance • 19.1. If any provision or part-provision of these terms is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of these terms. • 19.2. If any provision or part-provision of these terms is deemed deleted under clause 19.1 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision. 20. Entire agreement • 20.1. These terms constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. • 20.2. Each party acknowledges that in entering into these terms it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these terms. • 20.3. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in these terms. • 20.4. Nothing in this clause shall limit or exclude any liability for fraud. 21. Assignment • 21.1. The Customer shall not, without the prior written consent of Mediaplatform Virtual Conferencing, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under these terms. • 21.2. Mediaplatform Virtual Conferencing may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under these terms. 22. No partnership or agency Nothing in these terms is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power). 23. Third party rights These terms does not confer any rights on any person or party (other than the parties to these terms and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999. 24. Notices Any notice or other information required or authorised by this Agreement to be given by either party to the other shall be given by e-mail or comparable means of communication and shall be deemed to have been duly sent on the date of transmission. 25. Governing law These terms and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of South Africa and Wales. 26. Jurisdiction Each party irrevocably agrees that the courts of South Africa and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these terms or its subject matter or formation (including non-contractual disputes or claims).
Authorised Users means those employees, agents and independent contractors of the Customer who are authorised by the Customer to use the Services and the Documentation.
Customer means the person or business which purchases the Services from the Operator.
Customer Data means the data inputted by the Customer, Authorised Users, the Operator or HeySummit on the Customer's behalf for the purpose of using the Services or facilitating the Customer's use of the Services including blog posts of the Customer posted on the Customers website.
Documentation means the HeySummit documentation made available to the Customer online via https://heysummit.com/ or such other web address notified by Operator or HeySummit to the Customer from time to time which sets out a description of the Services and the user instructions for the Services.
HeySummit means Hey Summit Ltd registered at 71–75 Shelton Street Covent Garden London WC2H 9JQ under company number 11538852.
HeySummit Marks means any trademarks, service marks, service or trade names, logos, and other designations of HeySummit and its affiliates that we may make available to you in connection with this Agreement.
Operator means the HeySummit customer from whom the Customer has purchased the Services.
Platform means the digital resource provided by HeySummit to the Operator to allow the Operator’s Customers to run and participate in online summits.
Services means provision of the Hey Summit Platform.
Software means the online software applications provided by HeySummit as part of the Services.
User Subscriptions means the user subscriptions purchased by the Customer which entitle Authorised Users to access and use the Services and the Documentation in accordance with these terms.
Virus means any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.
2.1. Subject to the Customer purchasing User Subscriptions, the restrictions set out in this clause 2 and the other terms and conditions of these terms, HeySummit hereby grants to the Customer a non-exclusive, non-transferable right, without the right to grant sublicences, to permit the Authorised Users to use the Services and the Documentation during the Subscription Term solely for the Customer's internal business operations.
2.2. In relation to the Authorised Users, the Customer undertakes that:
2.2.1. the maximum number of Authorised Users that it authorises to access and use the Services and the Documentation shall not exceed the number of User Subscriptions it has purchased from time to time;
2.2.2. it will not allow or suffer any User Subscription to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Services and/or Documentation;
2.2.3. each Authorised User shall keep a secure password for his use of the Services and Documentation, that such password shall be changed no less frequently than monthly and that each Authorised User shall keep his password confidential.
3.1. The Customer shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services that:
3.1.1. is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
3.1.2. facilitates illegal activity;
3.1.3. depicts sexually explicit images;
3.1.4. promotes unlawful violence;
3.1.5. is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
3.1.6. is otherwise illegal or causes damage or injury to any person or property; and HeySummit reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer's access to any material that breaches the provisions of this clause. HeySummit is not obliged to remove or recognise such content contained in any material or Customer Data and the Customer shall be fully liable for the same.
3.2. The Customer shall be responsible for ensuring that content of the Customer Data is satisfactory for publication to Third Party Social Sites and is in compliance with clause 3.3 above.
3.3. The Customer shall indemnify HeySummit against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by HeySummit arising out of or in connection actual or alleged infringement of a third party's intellectual property rights arising out of or in connection with publication of the Customer Data.
3.4. The Customer shall not, except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under these terms:
3.4.1 attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Documentation (as applicable) in any form or media or by any means; or
3.4.2 attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or
3.4.3 access all or any part of the Services and Documentation in order to build a product or service which competes with the Services and/or the Documentation; or
3.4.4 use the Software, Services and/or Documentation to provide services to third parties; or
3.4.5 license, sell, rent, lease, transfer, assign, distribute or otherwise commercially exploit Services and/or Documentation except as permitted under the Agreement.
3.4.6 attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this clause 3; and
3.5. The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify HeySummit.
3.6. The rights provided under this clause 3 are granted to the Customer only, and shall not be considered granted to any subsidiary or holding company of the Customer.
4.1. The Customer acknowledges and agrees that HeySummit and/or its licensors own all intellectual property rights in the Services, Software and the Documentation. Except as expressly stated herein, the Customer is not granted any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Services or the Documentation.
4.2 All licenses granted to the Customer are conditional on the Customer’s continued compliance with these terms, and will immediately and automatically terminate if the Customer does not comply with any term or condition of this Agreement. During and after the Subscription Term, the Customer will not assert, nor will the Customer authorize, assist, or encourage any third party to assert, against us or any of HeySummit’s affiliates, customers, vendors, business partners, or licensors, any patent infringement or other intellectual property infringement claim regarding any Services, Software or Documentation The Customer is not allowed to use HeySummit Marks without prior written consent from HeySummit.
4.3. HeySummit confirms that it has all the rights in relation to the Services and the Documentation that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of these terms.
These terms and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these terms or its subject matter or formation (including non-contractual disputes or claims).