FibreCONEXT2020 'Additional Terms of Service'
The following Additional Terms of Service (the "Additional Terms") have been added by the Event Organiser and are specific and in relation to this Event ("FibreCONEXT2020") only. These Additional Terms set out the relationship between you (an attendee of the Event) and the Event Organiser; these Additional Terms govern your attendance of the Event.
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.
1.1. The definitions and rules of interpretation in this clause apply in these terms.
Agreement Means these terms together with the Customer’s Order.
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, as further described in clause 2.2.4.
Business Day means a day other than a Saturday, Sunday or public holiday in South Africa when banks in Gauteng are open for business.
Change of Control means shall be as defined in section 1124 of the Corporation Tax Act 2010, and the expression change of control shall be construed accordingly.
Confidential Information means information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause 11.6 or clause 11.7.
Customer means the person or business who purchases the Services from Mediaplatform Virtual Conferencing.
Customer Data means the data inputted by the Customer, Authorised Users, or Mediaplatform Virtual Conferencing 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.
Data Protection Legislation “Data Protection Legislation” means all applicable laws in relation to (a) data protection; (b) privacy; (c) interception and monitoring of communications; (d) restrictions on or requirements relating to the Processing of Personal Data of any kind, including the General Data Protection Regulation ((EU) 2016/679), the Data Protection Act 2018, and all other laws addressing identity theft or security breach; "Data Controller", "Data Processor", “Data Protection Commissioner”, "Data Subject" "Personal Data” and “Processing” shall each have the meaning set out in the SA Data Protection Acts.
Documentation means the document made available to the Customer by Mediaplatform Virtual Conferencing online or such other web address notified by Mediaplatform Virtual Conferencing to the Customer from time to time which sets out a description of the Services and the user instructions for the Services.
Effective Date means the date of completion of the Customer’s Subscription.
Normal Business Hours means 9.00 am to 6.00 pm local SA time, each Business Day.
Order means an order for the Services submitted by the Customer.
Services means the subscription services provided by Mediaplatform to the Customer under these terms via the Software accessed through https://Mediaplatform.co.za/ or any other website notified to the Customer by Mediaplatform Virtual Conferencing from time to time, as more particularly described in the Documentation.
Software means the online software applications provided by Mediaplatform Virtual Conferencing as part of the Services.
Subscription Fees means the subscription fees payable by the Customer to Mediaplatform Virtual Conferencing for the User Subscriptions.
Subscription Term means has the meaning given in clause 14.1.
Supplier Marks means any trademarks, service marks, service or trade names, logos, and other designations of Mediaplatform Virtual Conferencing and its affiliates that we may make available to you in connection with this Agreement.
Third Party Processors includes the third parties used by Mediaplatform Virtual Conferencing to deliver Services including but not limited to Profit well (https://profitwell.com), Stripe (https://stripe.com) and Amazon Web Services (https://aws.amazon.com).
Third Party Social Sites means the third party social sites used by Mediaplatform Virtual Conferencing on behalf of the Customer including but not limited to Facebook, LinkedIn, Medium and Twitter.
User Subscriptions means the user subscriptions purchased by the Customer pursuant to clause 9.1 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.
• 1.2. Clause and paragraph headings shall not affect the interpretation of these terms.
• 1.3. A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality) and that person's legal and personal representatives, successors or permitted assigns.
• 1.4. A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
• 1.5. Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
• 1.6. Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
• 1.7. A reference to a statute or statutory provision is a reference to it as it is in force as at the date of these terms.
• 1.8. A reference to a statute or statutory provision shall include all subordinate legislation made as at the date of these terms under that statute or statutory provision.
• 1.9. A reference to writing or written includes e-mail unless otherwise stated.
• 1.10. References to clauses are to the clauses of these terms.
- User subscriptions
• 2.1. Subject to the Customer purchasing the User Subscriptions in accordance with clause 3.3 and clause 9.1, the restrictions set out in this clause 2 and the other terms and conditions of these terms, Mediaplatform Virtual Conferencing 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:
o 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;
o 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;
o 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;
o 2.2.4. it shall permit Mediaplatform Virtual Conferencing or Mediaplatform Virtual Conferencing's designated auditor to audit the Services in order to establish the name and password of each Authorised User and Mediaplatform Virtual Conferencing's data processing facilities to audit compliance with these terms. Each such audit may be conducted no more than once per quarter, at Mediaplatform Virtual Conferencing's expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the Customer's normal conduct of business;
o 2.2.5. if any of the audits referred to in clause 2.2.4 reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to Mediaplatform Virtual Conferencing's other rights, the Customer shall promptly disable such passwords and Mediaplatform Virtual Conferencing shall not issue any new passwords to any such individual; and
o 2.2.6. if any of the audits referred to in clause 2.2.4 reveal that the Customer has underpaid Subscription Fees to Mediaplatform Virtual Conferencing, then without prejudice to Mediaplatform Virtual Conferencing's other rights, the Customer shall pay to Mediaplatform Virtual Conferencing an amount equal to such underpayment as calculated.
• 2.3. The Customer shall not access, store, distribute or transmit any Viruses, or any material including Customer Data, during the course of its use of the Services that:
• 2.3.1. is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
• 2.3.2. facilitates illegal activity;
• 2.3.3. depicts sexually explicit images;
• 2.3.4. promotes unlawful violence;
• 2.3.5. is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
• 2.3.6. is otherwise illegal or causes damage or injury to any person or property; and Mediaplatform Virtual Conferencing 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. Mediaplatform Virtual Conferencing 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.
• 2.4. 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 2.3 above.
• 2.5. The Customer shall indemnify Mediaplatform Virtual Conferencing 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 Mediaplatform Virtual Conferencing 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.
• 2.6. The Customer shall not:
o 2.6.1. 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:
o 22.214.171.124. 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
o 126.96.36.199. attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or
o 2.6.2. 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
o 2.6.3. use the Software, Services and/or Documentation to provide services to third parties; or
o 2.6.4. subject to clause 21.1, license, sell, rent, lease, transfer, assign, distribute or otherwise commercially exploit Services and/or Documentation except as permitted under the Agreement.
o 2.6.5. attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this clause 2; and
• 2.7. 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 Mediaplatform Virtual Conferencing.
• 2.8. The rights provided under this clause 2 are granted to the Customer only, and shall not be considered granted to any subsidiary or holding company of the Customer.
- Additional user subscriptions
• 3.1. Subject to clause 3.2 and clause 3.3, the Customer may, from time to time during any Subscription Term, purchase additional User Subscriptions in excess of the number set out in estimate and Mediaplatform Virtual Conferencing shall grant access to the Services and the Documentation to such additional Authorised Users in accordance with the provisions of these terms.
• 3.2. If the Customer wishes to purchase additional User Subscriptions, the Customer shall notify Mediaplatform Virtual Conferencing by emailing support@Mediaplatform Virtual Conferencing.com. Mediaplatform Virtual Conferencing shall evaluate such request for additional User Subscriptions and respond to the Customer with approval or rejection of the request (such approval not to be unreasonably withheld). Where Mediaplatform Virtual Conferencing approves the request, Mediaplatform Virtual Conferencing shall activate the additional User Subscriptions within 10 days of its approval of the Customer's request.
• 3.3. If Mediaplatform Virtual Conferencing approves the Customer's request to purchase additional User Subscriptions, the Customer shall pay to Mediaplatform Virtual Conferencing the relevant fees for such additional User Subscriptions as estimated.
• 4.1. Mediaplatform Virtual Conferencing shall, during the Subscription Term, provide the Services and make available the Documentation to the Customer on and subject to the terms of these terms.
• 4.2. Mediaplatform Virtual Conferencing shall use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week, except for:
o 4.2.1. planned maintenance carried out during the maintenance window of 12.00 pm to 6.00 am SA time on Monday to Friday and 8.00 am to 1.00 pm SA time on Saturday and Sunday; and
o 4.2.2. unscheduled maintenance performed due to emergencies, including but not limited to distributed denial of service attacks, general performance issues and connectivity issues, provided that Mediaplatform Virtual Conferencing has used reasonable endeavours to give the Customer at least 6 Normal Business Hours' notice in advance.
• 4.3. Mediaplatform Virtual Conferencing shall not be held liable for any loss due to maintenance stated in clause 4.2.1 and clause 4.2.2 above. The Customer indemnifies Mediaplatform Virtual Conferencing against any loss or liability in relation to the maintenance.
• 4.4. Mediaplatform Virtual Conferencing will, as part of the Services and at no additional cost to the Customer, provide the Customer with Mediaplatform Virtual Conferencing's standard customer support services during Normal Business Hours. Mediaplatform Virtual Conferencing will aim to reply within 24 hours of receiving the support request, however this is not guaranteed. Mediaplatform Virtual Conferencing will reasonably endeavor to address the issue, however it cannot be guaranteed that the issue will be resolved. The Customer may purchase enhanced support services separately at Mediaplatform Virtual Conferencing's then current rates by contacting hello@Mediaplatform Virtual Conferencing.com.
- Customer data
• 5.1. The Customer shall own all right, title and interest in and to all of the Customer Data that is not personal data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Customer Data.
• 5.2. Mediaplatform Virtual Conferencing shall follow its archiving procedures for Customer Data as set out in its Data Retention Policy available at https://www.mediaplatform.co.za/legal/data-retention/or such other website address as may be notified to the Customer from time to time, as such document may be amended by Mediaplatform Virtual Conferencing in its sole discretion from time to time. In the event of any loss or damage to Customer Data, the Customer's sole and exclusive remedy against Mediaplatform Virtual Conferencing shall be for Mediaplatform Virtual Conferencing to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by Mediaplatform Virtual Conferencing in accordance with the archiving procedure described in its [Back-Up Policy]. Mediaplatform Virtual Conferencing shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub-contracted by Mediaplatform Virtual Conferencing to perform services related to Customer Data maintenance and back-up for which it shall remain fully liable under clause 5.9).
• 5.4. Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 5 is in addition to, and does not relieve, remove or replace, a party's obligations under the Data Protection Legislation.
• 5.5. The parties acknowledge that:
• 5.5.1. if Mediaplatform Virtual Conferencing processes any personal data on the Customer's behalf contained in Customer Data, materials or otherwise, when performing its obligations under these terms, the Customer is the data controller and Mediaplatform Virtual Conferencing is the data processor for the purposes of the Data Protection Legislation (where Data Controller and Data Processor have the meanings as defined in the Data Protection Legislation).
o 5.5.2. Mediaplatform Virtual Conferencing shall be the data controller of personal data of the Customer contained in the Order.
o 5.5.4. the personal data may be transferred or stored outside the EEA or the country where the Customer and the Authorised Users are located in order to carry out the Services and Mediaplatform Virtual Conferencing's other obligations under these terms.
• 5.6. Without prejudice to the generality of clause 5.4, the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to Mediaplatform Virtual Conferencing for the duration and purposes of these terms so that Mediaplatform Virtual Conferencing may lawfully use, process and transfer the Personal Data in accordance with these terms on the Customer's behalf.
• 5.7. Without prejudice to the generality of clause 5.4, Mediaplatform Virtual Conferencing shall, in relation to any Personal Data processed in connection with the performance by Mediaplatform Virtual Conferencing of its obligations under these terms:
o 5.7.1. process that Personal Data only on the written instructions of the Customer unless Mediaplatform Virtual Conferencing is required by the laws of any member of the European Union or by the laws of the European Union applicable to Mediaplatform Virtual Conferencing to process Personal Data (Applicable Laws). Where Mediaplatform Virtual Conferencing is relying on laws of a member of the European Union or European Union law as the basis for processing Personal Data, Mediaplatform Virtual Conferencing shall promptly notify the Customer of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit Mediaplatform Virtual Conferencing from so notifying the Customer;
o 5.7.2. not transfer any Personal Data outside of the European Economic Area and the United Kingdom unless the following conditions are fulfilled:
o 188.8.131.52. the Customer or Mediaplatform Virtual Conferencing has provided appropriate safeguards in relation to the transfer;
o 184.108.40.206. the data subject has enforceable rights and effective legal remedies;
o 220.127.116.11. Mediaplatform Virtual Conferencing complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; and
o 18.104.22.168. Mediaplatform Virtual Conferencing complies with reasonable instructions notified to it in advance by the Customer with respect to the processing of the Personal Data;
o 5.7.3. assist the Customer, at the Customer's cost, in responding to any request from a Data Subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
o 5.7.4. notify the Customer without undue delay on becoming aware of a Personal Data breach;
o 5.7.5. at the written direction of the Customer, delete or return Personal Data and copies thereof to the Customer on termination of the agreement unless required by Applicable Law to store the Personal Data; and
o 5.7.6. maintain complete and accurate records and information to demonstrate its compliance with this clause 5.
• 5.8. Each party shall ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the other party, to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it).
• 5.9. The Customer consents to Mediaplatform Virtual Conferencing appointing Third Party Processors as a third-party processors of Personal Data under this agreement. Mediaplatform Virtual Conferencing confirms that it has entered or (as the case may be) will enter with the third-party processor into a written agreement substantially on that third party's standard terms of business. As between the Customer and Mediaplatform Virtual Conferencing, Mediaplatform Virtual Conferencing shall remain fully liable for all acts or omissions of any third-party processor appointed by it pursuant to this clause 5.
- Third party providers
- Supplier's obligations
• 7.1. Mediaplatform Virtual Conferencing undertakes that the Services will be performed substantially in accordance with the Documentation and with reasonable skill and care.
• 7.2. The undertaking at clause 7.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to Mediaplatform Virtual Conferencing's instructions, or modification or alteration of the Services by any party other than Mediaplatform Virtual Conferencing or Mediaplatform Virtual Conferencing's duly authorised contractors or agents, or by virtue of the content of the Customer Data. If the Services do not conform with the foregoing undertaking, Supplier will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide the Customer with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Customer's sole and exclusive remedy for any breach of the undertaking set out in clause 7.1. Notwithstanding the foregoing, Mediaplatform Virtual Conferencing:
o 7.2.1. does not warrant that the Customer's use of the Services will be uninterrupted or error-free; or that the Services, Documentation and/or the information obtained by the Customer through the Services will meet the Customer's requirements; and
o 7.2.2. is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data, including Customer Data over communications networks and facilities, and to Third Party Social Sites including the internet, and the Customer acknowledges that the Services and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities and Third Party Social Sites.
• 7.3. These terms shall not prevent Mediaplatform Virtual Conferencing from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under these terms.
• 7.4. Mediaplatform Virtual Conferencing warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under these terms.
- Customer's obligations
• 8.1. The Customer shall:
o 8.1.1. provide Mediaplatform Virtual Conferencing with:
o 22.214.171.124. all necessary co-operation in relation to these terms;
o 126.96.36.199. all necessary access to such information as may be required by Mediaplatform Virtual Conferencing; and
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.
- 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.
- 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.
• 11.1. 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.
• 12.1. 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.
- 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.
- 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.
- 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.
No variation of these terms shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
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.
- 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.
• 19.1. 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.
- 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.
• 21.1. 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.
- 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).
- 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.
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.
- 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.
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).
HeySummit is not responsible for any part of the above Additional Terms and is only responsible for the Core Terms of Service stated hereunder:
HeySummit's Core Terms of Service
These Core Terms of Service (the “User Terms”) govern Your access to or use of the online and hybrid events platform and services generally described at www.heysummit.com and its associated services (online and offline), products, software, mobile applications, information, networks, distribution channels, components, APIs, and documentation (”Services”) offered or made available by Hey Summit Ltd. or its parents, subsidiaries, and corporate affiliates (“HeySummit” "we" "us" or “Our").
These User Terms and the Community Guidelines incorporated herein by reference, form a legally binding contract between You and us.
Review the Privacy Statement for more information on how we collect and use data relating to the use of Our services and products. The Privacy Statement is a changing policy that is also a part of these User Terms.
1. Who these terms apply to - read carefully!
You are subject to these User Terms (a “User”) if:
- You are a “Participant” which is defined as any individual or entity that signs up for, or accesses a HeySummit account, or who attends, participates in, or interacts at, an Event. Examples include without limitation, individual Event attendees and speakers; or
- You are a “Team Member” which is defined as any individual or entity that is affiliated with the Host (see below) and that uses or accesses the Services in any way. Examples include without limitation, event managers, agencies, consultants, contractors, sponsors, and exhibitors.
The term “Host” refers to the company, entity, institution, organisation, or individual who is the public facing “brand” of the virtual or hybrid event (“Event”). A Host could be a company, or an individual.
If the Host enters into customer terms with HeySummit, such as the HeySummit’s Platform Terms or other HeySummit customer agreement (including agreements provided to the Host via a referral partner), it is a direct customer of HeySummit.
If the Host is not a direct customer of HeySummit, it typically means that the Host acquired the right to use the Services via a third party reseller or agency, in which case the Host’s use of the Services are governed by its agreement with that reseller or agency.
In each case above, the Host is subject to those separate customer and/or reseller or agency terms, and the Host’s Participants and Team Members are subject to these User Terms; provided however that if You are the individual who is both the Host and the named HeySummit account holder, these User Terms also apply to Your use of the account and Services in Your capacity as a Team Member.
1.1 HeySummit’s role
Events are organised and administered by the Host, not HeySummit. We are a third party providing the Services and its incorporated technology platforms (the “Platform”) to facilitate an Event taking place. For the purpose of this Agreement, the Services includes the Platform.
We are not responsible and cannot be held liable for any matters described in the Host Responsibility section (below).
1.2 Host’s responsibilities
The Host has full control over the running of any Event. This includes the invitee list, when Events are created and how they are configured, and what functionality and third-party integrations are available for use at each Event.
The Host is solely responsible:
- if an Event is cancelled;
- for how an Event is run;
- for ticket and merchandise sales and donation handling;
- for marketing activities related to the Event;
- for promotions, contests, and sweepstakes offered in connection with the Event;
- for informing Participants of any relevant policies and practices and securing agreements and consents with its Participants including but not being limited to additional privacy statements and additional terms of service;
- for any content produced or provided;
- Ensure that the adequate permission is sought by each and every Participant when creating an account on their behalf and that You act in compliance with GDPR when using the Platform;
- for any activities carried out during an Event; and
- for monitoring and managing the conduct of Users.
It is solely the Host’s responsibility to respond to and resolve any dispute between the Host and any Participant or Team Member. The Host may also block or revoke a User’s access to its Event at any time and in its sole discretion.
HeySummit’s customer success team and mechanisms may be used to support such resolutions but it will be up to the Host to ensure the relevant information is provided to HeySummit and to troubleshoot an adequate resolution for HeySummit to assist and is therefore still the sole responsibility of the Host.
The Host will remain responsible for any resolution and the support of HeySummit throughout the resolution processes.
2. Right to use HeySummit
Subject to these User Terms, We grant You a limited, non-sublicensable license to access and use HeySummit:
- where You are a Team Member, for the internal business purposes of the Host only, to create, organise and host Events on HeySummit; and
- where You are a Participant, to attend and participate in Events for Your personal, non-commercial purposes only, subject to any Additional Terms of Service imposed by the Host.
You agree that You will not (unless You have Our express prior permission):
- violate Our Community Guidelines
- reproduce, duplicate, copy or resell any part of the Services or related content;
- resell, rent, lease, sub-license, loan, provide, distribute, or otherwise make available, Your right to use or access HeySummit or any part of it, in any form, in whole or in part to any person without prior written consent from us or in respect to Event content except as permitted by the Host;
- disassemble, de-compile, reverse engineer or create derivative works based on the whole or any part of HeySummit or any content on it nor attempt to do any such things, except to the extent permitted by law;
- copy, translate, merge, adapt, vary, alter or modify, the whole or any part of HeySummit or any content on it, nor permit HeySummit or any part of it to be combined with, or become incorporated in, any other programs or channels, except as necessary to use HeySummit as permitted in these User Terms;
- use HeySummit maliciously, for example, by hacking into or inserting malicious code, such as viruses, or harmful data, into HeySummit or any operating system;
- use HeySummit in a way that could damage, disable, overburden, impair or compromise Our systems or security or interfere with other Users, including by removing, circumventing, damaging or otherwise interfering with security-related features that prevent or restrict use or copying, pasting, printing, downloading or sharing of any content, or that enforce limitations on the use of the Services or related content;
- access, collect, harvest or modify any information, content or data related to the Services using any robot, spider, scraper or other automated means or any manual process for any purpose, or attempt to decipher any transmissions to or from the servers running HeySummit;
- access, search or create accounts for HeySummit by any means other than Our publicly supported interfaces (e.g. “scraping” or creating accounts in bulk);
- access without authority, interfere with, damage or disrupt any part of the Services, any equipment or network on which the Services is stored, any software used in the provision of the Services, or any equipment or network or software owned or used by any third party;
- use another user’s information (including email addresses) to contact them outside of HeySummit without their express permission or authority, or to create or distribute mailing lists or other collections of contact or user profile information for other Users for use outside of HeySummit; and
- impersonate someone else to create an account, create or use an account for anyone other than Yourself, permit anyone else to use Your account, or provide personal information for purposes of account registration other than Your own.
3. Contributions and Personal Data
As part of an Event, You may submit or make available certain content, information, and data, such as messages or files (“Contributions”). You are responsible for Your Contributions, and You assume all risks associated with Your Contributions, including anyone’s reliance on its quality, accuracy, reliability, appropriateness, or any disclosure that makes You or anyone else personally identifiable. You represent and warrant that You own or have the necessary rights, consents, and permissions to use and authorise the use of Contributions as described herein. You may not imply that Contributions are in any way sponsored or endorsed by HeySummit.
We are not responsible or liable to You or any third-party for the content or accuracy of any Contributions. We may reject or remove Contributions (such as Contributions that violate these Terms, Our Community Guidelines, or applicable law), but we have no obligation to do so.
If You believe a Contribution infringes Your intellectual property rights, see Our Copyright Infringement Policy in Our Community Guidelines.
3.2 Personal data in Contributions
As between HeySummit and the Host, the Host is the data controller of recordings of Event content, including any of Your personal data embedded therein. We explain Our role as the data processor of such personal data in the Privacy Statement but we strongly encourage You to review the privacy notices and policies of the Host and other participants in the Event as applicable.
We are not responsible for the usage of your personal data by the Host and the Host understands that it is not the responsibility of HeySummit to make the usage by the Host of User’s personal data. HeySummit is solely responsible for their role in processing of personal data as set out by the Privacy Statement.
It is the responsibility of the Host to ensure any additional processing or usage of personal data is made clear to the data subject and explained clearly before conducting the Event.
3.3 Children’s Data
You may not use the Services to collect data directly from children under the age of 13. In respect of any Event attended by children under the age of 13, a parent or legal guardian, as applicable, must register the minor and/or purchase the ticket on their behalf.
3.4 Limited License to Contributions
Solely in connection with Your interaction with the applicable Event, You grant to HeySummit a worldwide, royalty-free, non-exclusive, sublicensable, transferable, perpetual, irrevocable, license to the Contributions to use, reproduce, modify, adapt, publish, translate, distribute, perform and display such Contributions in any form, format, media, and channel.
4. Intellectual property rights
All intellectual property rights in the Services throughout the world belong to Us (or Our licensors). You have no intellectual property rights in, or to, the Services other than the right to use it in accordance with these User Terms.
If You provide feedback, comments or suggestions for improvements related to any HeySummit Services or products (in written, oral, or any other form) (“Feedback”), You represent and warrant that You (a) have the right to disclose the Feedback, (b) the Feedback does not violate the rights of any other person or entity, and (c) the Feedback does not contain the confidential or proprietary information of any third party or parties. You (i) acknowledge that HeySummit may have something similar to the Feedback already under consideration or in development, and (ii) assign to HeySummit Your entire right, title, and interest (including any intellectual property rights) in and to Feedback. To the extent that any right, title, or interest cannot be assigned under applicable law, You hereby grant us an irrevocable, non-exclusive, royalty-free, perpetual, worldwide license to use, modify, prepare derivative works from, publish, distribute and sublicense the Feedback without any compensation, and waive any right, title or interest and consent to any action of HeySummit, its service providers, successors, and assigns that would violate such right, title, or interest in the absence of such consent. You agree to execute any documents necessary to effect the foregoing assignment, waivers, or consents.
5. Promotional activities
You may promote, administer, or conduct a promotion, contest, or sweepstakes on, through or using Services (a “Promotion”), only if You:
(a) carry out all Promotions in compliance with all applicable laws and regulations, and Our Community Guidelines;
(b) You make expressly clear that the Promotion is Yours and that HeySummit does not sponsor, co-sponsor, endorse or support the Promotion.
You will be solely responsible for all aspects of, and expenses related to, Your Promotion, including, without limitation, the execution, administration, and operation of the Promotion, drafting and posting any official rules, selecting winners, issuing prizes, and obtaining all necessary third-party permissions and approvals.
We have the right to remove Your Promotion from the Platform if we reasonably believe that Your Promotion does not comply with applicable laws or Our Community Guidelines.
6. Limitation of Liability
6.1 Limitation of Liability for all Users who reside outside of the EEA and the United Kingdom
YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO AND USE OF THE SERVICES REMAINS WITH YOU. HEYSUMMIT WILL NOT BE LIABLE FOR ANY INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR LOSS OF GOODWILL, SERVICE INTERRUPTION, OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICES, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH (I) THESE TERMS; (II) THE USE OF OR INABILITY TO USE THE SERVICES; (III) ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OR OTHER PERSONS WITH WHOM YOU COMMUNICATE, INTERACT OR MEET WITH AS A RESULT OF YOUR USE OF THE SERVICES; (IV) ANY AND ALL USES OF THE SERVICES; AND/OR (V) YOUR MISCONDUCT OR NEGLIGENT USE OF THE SERVICES, OR THE NEGLIGENCE OR MISCONDUCT OF A THIRD PARTY WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT SPIN HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
IN NO EVENT WILL HEYSUMMIT’S AGGREGATE LIABILITY ARISING OUT OF, RELATING TO YOUR RELATIONSHIP WITH HEYSUMMIT, THESE TERMS, YOUR USE OF THE SERVICES, EXCEED THE GREATER OF THE AMOUNTS YOU HAVE PAID TO HEYSUMMIT IN THE TWELVE (12) MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY, OR ONE HUNDRED U.S. DOLLARS (US$100), IF NO SUCH PAYMENT HAS BEEN MADE. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN HEYSUMMIT AND YOU.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. THE LIMITATION OF LIABILITY DESCRIBED ABOVE SHALL APPLY IN ALL OTHER CIRCUMSTANCES.
6.2 Limitation of Liability for all Users who reside in the EEA and the United Kingdom
If we fail to comply with these User Terms, we are responsible for loss or damage You suffer that is a foreseeable result of Our breaking these terms or Our failing to use reasonable care and skill, but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time You accepted these User Terms, both we and You knew it might happen.
6.3 Disclaimer of Warranties
The Services are provided for general information and entertainment purposes only. It does not offer advice on which You should rely. You must obtain professional or specialist advice before taking, or refraining from, any action on the basis of information obtained from HeySummit.
THE SERVICES ARE PROVIDED “AS-IS” AND ON AN “AS AVAILABLE” BASIS AND YOU USE IT SOLELY AT YOUR OWN RISK. HEYSUMMIT DOES NOT REPRESENT OR WARRANT THAT THE FUNCTIONALITY OF ANY OF THE SERVICES WILL BE IN GOOD REPAIR OR ERROR-FREE OR FREE FROM DELAYS, DEFECTS, OMISSIONS, INTERRUPTIONS OR INACCURACIES. ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, ARE HEREBY DISCLAIMED BY HEYSUMMIT TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
Therefore, WITHOUT LIMITING THE RELEASE OF LIABILITY:
- to the fullest extent permissible by law, HeySummit hereby disclaims and make no representations, warranties, endorsements, or promises, express or implied, as to: (i) the services (including Contributions); (ii) the functions, features, or any other elements on, or made accessible through, the services, including whether the services will be available at any particular time or location; (iii) whether information or instructions offered or referenced at or linked through the services is accurate, complete, correct, adequate, useful, timely, or reliable; (iv) whether the services or the servers that make the services available are free from any harmful components; and (v) whether Your use of the services is lawful in any particular jurisdiction.
- THE SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. HEYSUMMIT IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.
- IN NO EVENT SHALL HEYSUMMIT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR ANY OTHER DAMAGES OF ANY KIND OR INJURIES ARISING FROM THE SERVICES; AND
- YOU HEREBY ACKNOWLEDGE AND AGREE THAT, EXCEPT AS MAY OTHERWISE BE LIMITED BY LAW, HEYSUMMIT IS NOT RESPONSIBLE OR LIABLE FOR ANY CLAIM, INCLUDING THOSE THAT ARISE OUT OF OR RELATE TO (A) ANY RISK, DANGER, OR HAZARD DESCRIBED IN THIS AGREEMENT, (B) YOUR USE OF, OR INABILITY TO USE, ANY OF THE SERVICES, (C) YOUR BREACH OF THESE USER TERMS AND/OR YOUR VIOLATION OF ANY LAW, RULE, REGULATION, AND/OR ORDINANCE, (D) ANY NEGLIGENCE, MISCONDUCT, AND/OR OTHER ACTION AND/OR INACTION BY YOU OR ANY THIRD PARTY.
SOME JURISDICTIONS DO NOT ALLOW DISCLAIMERS OF VARIOUS WARRANTIES, SO ONE OR MORE OF THE ABOVE DISCLAIMERS MAY NOT APPLY TO YOU. TO THE EXTENT SUCH WARRANTIES CANNOT BE DISCLAIMED UNDER THE LAWS OF YOUR JURISDICTION, WE LIMIT THE DURATION AND REMEDIES OF SUCH WARRANTIES TO THE FULL EXTENT PERMISSIBLE UNDER THOSE LAWS.
6.4 Please back-up Your Contributions and personal data
While we have taken reasonable security measures, we recommend that You regularly back up any content and data used in connection with the Services. HeySummit is not responsible for the loss of personal data or Contributions that you may from time to time store or keep saved on the Platform.
6.5 Check that the Services are suitable for You
The Services have not been developed to meet Your individual requirements. Please check that the facilities and functions of HeySummit meet Your requirements.
6.6 We are not responsible for events outside Our control
If the provisioning of the Services is delayed by an event outside Our control, we will contact You as soon as reasonably possible to let You know and we will take steps to minimize the effect of the delay. Provided we have acted reasonably in letting You know about the delay where it is possible for us to do so, we will not be liable for delays caused by the event.
6.7 We are not responsible for third party websites and services
The Services may contain links or referrals to third party and other independent websites and services which are not provided by Us. Such websites and services are not under Our control, and we are not responsible for and have not checked and approved their content or their privacy policies (if any). You will need to make Your own independent judgement about whether to use them, including whether to buy any products or services offered by them.
If You, on your own accord choose to enter into an agreement with any third party regardless of whether they were recommended by HeySummit or not; You are solely responsible for applying your independent judgement and making your own decision to enter into any contract or arrangement with that third party.
7.1 You may terminate these User Terms at any time by deleting Your HeySummit User account.
We can, in Our sole discretion, terminate these User Terms and/or Your right to access or use HeySummit at any time, without notice, for any reason, including where we reasonably consider that (a) Your use of the Services violates these User Terms or applicable law; or (b) we are unable to continue providing HeySummit to You due to technical or legitimate business reasons. In the event of such termination:
- HeySummit revokes any licenses granted to You hereunder;
- You must stop all activities authorised by these User Terms, including Your use of HeySummit.
- You must delete or remove HeySummit from all devices in Your possession and immediately destroy all copies of HeySummit which You have and confirm to us that You have done this.
- We may take all steps necessary to prevent You from accessing or using HeySummit including suspending Your HeySummit User account.
8. Technical requirements
In order to use HeySummit, it is necessary that You have a device that allows You access to the Internet, and an email. In order for certain functionalities and features to work properly, a camera or microphone and a headset or loudspeaker must be on and not used by another application. You expressly acknowledge and agree that we are not responsible for satisfying the foregoing requirements, and that the quality of messages, information or files sent, posted, streamed, published or otherwise transmitted using HeySummit may differ from the uploaded stream or file, in order to conform and adapt to standards of transferring data, connecting networks, devices or requirements of HeySummit.
9.Other important terms
9.1 Contacting us
If You are having any issues using the Services, get in touch with the Customer Success team.
If we have to contact or notify You, we will do so by the contact information You provided us or via notification on the Platform or other reasonable method.
9.2 Updates to HeySummit
From time to time we may automatically update and change the Services to improve performance, enhance functionality, reflect changes to the operating system or address security issues. We will not need Your consent to do this, and Your continued use of the Services following the update will be subject to these User Terms.
9.3 If someone else owns the phone or device You are using
If You stream HeySummit onto any phone, laptop, desktop or other device not owned by You, You must have the owner's permission to do so. You will be responsible for complying with these User Terms, whether or not You own the phone or other device.
9.4 Changes to these User Terms
We may change these User Terms to reflect changes in law or best practice, or to address changes in Our Services. If You do not accept the changes, You are not permitted to continue using the Services.
9.5 Assignment and Transfer
We may transfer or assign Our rights and obligations under these Terms to an affiliated party of HeySummit or third party, with or without notice to You. You may not transfer Your rights and obligations under these Terms to someone else without Our prior written consent.
9.6 If a court finds part of this agreement illegal, the rest will continue in force
Each of the paragraphs of these User Terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.
9.7 Even if we delay in enforcing this agreement, we can still enforce it later
Even if we delay in enforcing these User Terms, we can still enforce it later. If we do not insist immediately that You do anything You are required to do under these User Terms, or if we delay in taking steps against You in respect of Your breaking this agreement, that will not mean that You do not have to do those things and it will not prevent us taking steps against You at a later date.
9.8 Which laws apply to this contract and where You may bring legal proceedings
These User Terms are governed by English law, and You can bring legal proceedings in respect of the products in the English courts only.