IMPORTANT, READ CAREFULLY: YOUR USE OF AND ACCESS TO THE VIRTUAL EVENT SERVICES (AS DEFINED BELOW) OF CONVENE TECHNOLOGY, LLC (“CONVENE”) IS CONDITIONED UPON YOUR COMPLIANCE WITH AND ACCEPTANCE OF THESE TERMS, WHICH INCLUDE YOUR AGREEMENT TO ARBITRATE CLAIMS. PLEASE REVIEW THOROUGHLY BEFORE ACCEPTING.
BY CLICKING/CHECKING THE “NEXT, AND AGREE” BUTTON/BOX OR BY UTILIZING THE VIRTUAL EVENT SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS OF SERVICE AND ALL EXHIBITS, ORDER FORMS, AND INCORPORATED POLICIES (THE “TERMS”). THE VIRTUAL EVENT SERVICES ARE NOT AVAILABLE TO PERSONS WHO ARE NOT LEGALLY ELIGIBLE TO BE BOUND BY THESE TERMS.
“Convene IP” means the Virtual Event Services, the underlying software, algorithms, interfaces, technology, databases, tools, know-how, processes and methods used to provide or deliver the Virtual Event Services, Documentation, all improvements, modifications or enhancements to, or derivative works of, the foregoing (regardless of inventorship or authorship), and all patent rights (including, without limitation, patent applications and disclosures), trademarks, inventions, copyrights, trade secrets, know-how, data and database rights, mask work rights, and any other intellectual property rights in and to any of the foregoing.
“Documentation” means any user guide, help information and other documentation and information regarding the Virtual Event Services that is delivered by Convene to Client in electronic or other form, including through the Platform or otherwise through the Virtual Event Services, and including any updates provided by Convene from time to time.
“Platform” means Convene’s proprietary software platform known as “Virtual Meetings”.
“Virtual Event” means an event hosted on the Platform.
“Virtual Event Services” means Convene’s webcasting service that enables Participant to access a Virtual Event made available through the Platform.
a. Use Restrictions. You may not at any time and may not permit any person to, directly or indirectly:
(i) use the Virtual Event Services in any manner beyond the scope of rights expressly granted in these Terms;
(ii) copy, modify or create derivative works of the Virtual Event Services or Documentation, in whole or in part;
(iii) reverse engineer, disassemble, decompile, decode or otherwise attempt to derive or gain improper access to any software component of the Virtual Event Services, in whole or in part;
(iv) frame, mirror, sell, resell, rent, lease, loan, or license rights to access and/or use the Virtual Event Services to any third party, or otherwise allow any third party to use the Virtual Event Services for any purpose;
(v) use the Virtual Event Services or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any third party, or that violates any applicable law or remove any title, trademark, copyright, or restricted rights notices or labels;
(vi) interfere with, or disrupt the integrity or performance of, the Virtual Event Services, or any data or content contained therein or transmitted thereby;
(vii) access or search the Virtual Event Services (or download any data or content contained therein or transmitted thereby) through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers or any other similar data mining tools) other than software or Virtual Event Services features provided by Convene for use expressly for such purposes;
(viii) use the Virtual Event Services, Documentation or any other Convene Confidential Information for benchmarking or competitive analysis with respect to competitive or related products or services, or to develop, commercialize, license or sell any product, service or technology that could, directly or indirectly, compete with the Virtual Event Services,
(ix) post or transmit any communication or solicitation that is illegal, obscene, threatening or designed to obtain password, account, or private information from any other user, or that constitutes spam,
(x) use the Virtual Event Services or any Convene IP to engage in any illegal or inappropriate activity, or
(xi) expose Convene to any malware, including viruses, worms, or any other malicious computer programming codes that may damage Convene or third-party systems or data.
b. Security. You must use all reasonable means to secure user names and passwords, hardware and software used to access the Virtual Event Services in accordance with customary security protocols, and must promptly notify Convene if you know or reasonably suspect that any login credentials have been compromised.
c. Access. You are responsible for obtaining and maintaining any equipment, software, telecommunications connections, or ancillary services needed to access and use the Virtual Event Services, and all related fees and charges therefor, including without limitation any usage charges, minutes, SMS charges, internet access fees and the like. Convene will not be responsible or liable for any failure in the Virtual Event Services resulting from or attributable to (i) failures in any telecommunications, network or other service or equipment outside of Convene’s facilities, (ii) Client’s or any third party’s products, services, negligence, acts or omissions, (iii) unauthorized access, breach of firewalls or other hacking by third parties, or (iv) scheduled maintenance or unscheduled emergency maintenance.
d. Modifications. Convene reserves the right to (i) make modifications, revisions or additions to the Virtual Event Services, (ii) discontinue or impose limits on any feature or functionality thereof, or (iii) restrict access to parts or all of the Virtual Event Services, in each case at any time and without notice or liability, and your use of the Virtual Event Services after such modifications, revisions or additions constitutes you agreement to such modifications, revisions or additions.
e. Third Party Services. Certain of the Virtual Event Services may be provided by third party service providers (each such service, a “Third-Party Service”). Convene shall not be responsible for any Third Party-Services. Additionally, the Third-Party Services may be subject to separate end user license agreements, terms of service or other user agreements between you and the applicable Third-Party Service providers (“Third-Party Terms”), and you are responsible for compliance with all such Third-Party Terms. Convene shall be a third-party beneficiary of all such Third-Party Terms and may directly enforce such Third-Party Terms against you.
a. Compliance With Law. You represent and warrant to Convene that your use of the Virtual Event Services and Convene IP and all information and data received through the Virtual Event Services or Convene IP, shall at all times be in accordance with all applicable laws, rules, and regulations.
b. Disclaimers. EXCEPT AS EXPRESSLY SET FORTH IN THE AGREEMENT, THE VIRTUAL EVENT SERVICES, AND ALL CONVENE IP ARE PROVIDED ON AN “AS IS” BASIS, AND CONVENE MAKES NO WARRANTIES OR REPRESENTATIONS TO YOU REGARDING THE VIRTUAL EVENT SERVICES AND ALL CONVENE IP OR ANY OTHER SERVICES OR MATERIALS PROVIDED HEREUNDER. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CONVENE HEREBY DISCLAIMS ALL WARRANTIES AND REPRESENTATIONS, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WITHOUT LIMITING THE FOREGOING, CONVENE HEREBY DISCLAIMS ANY WARRANTY THAT (I) USE OF THE VIRTUAL EVENT SERVICES WILL BE ERROR-FREE, BUG-FREE OR UNINTERRUPTED, OR OPERATE IN COMBINATION WITH ANY SPECIFIC HARDWARE, SOFTWARE, SYSTEM OR DATA OR (II) ALL ERRORS OR DEFECTS WILL BE CORRECTED.
c. Exclusion of Damages. CONVENE WILL NOT BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF INCOME, DATA, PROFITS, REVENUE OR BUSINESS INTERRUPTION, OR THE COST OF SUBSTITUTE SERVICES OR OTHER ECONOMIC LOSS, ARISING OUT OF OR IN CONNECTION WITH THE TERMS, THE PROVISION OF THE VIRTUAL EVENT SERVICES, OR THE CONVENE IP, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED ON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT SUCH PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.
d. Total Liability. IN NO EVENT WILL CONVENE’S TOTAL LIABILITY TO YOU IN CONNECTION WITH THIS AGREEMENT, THE PROVISION OF THE VIRTUAL EVENT SERVICES, AND THE CONVENE IP EXCEED ONE THOUSAND UNITED STATES DOLLARS ($1,000), REGARDLESS OF THE LEGAL OR EQUITABLE THEORY ON WHICH THE CLAIM OR LIABILITY IS BASED, AND WHETHER OR NOT CONVENE WAS ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. THIS LIMITATION OF LIABILITY IS CUMULATIVE AND NOT PER INCIDENT.
e. Basis of the Bargain. THE PARTIES HEREBY ACKNOWLEDGE AND AGREE THAT THE LIMITATIONS OF LIABILITY IN THIS SECTION 7 ARE AN ESSENTIAL PART OF THE BASIS OF THE BARGAIN BETWEEN CONVENE AND YOU, AND WILL APPLY EVEN IF THE REMEDIES AVAILABLE HEREUNDER ARE FOUND TO FAIL THEIR ESSENTIAL PURPOSE.
a. Governing Law. The terms of this Agreement and the transactions contemplated hereby shall be governed by and in accordance with the law of the State of New York, U.S.A. and the United States, without regard to the conflicts or choice of law provisions thereof.
b. Exclusive Venue. Except that either Party may seek equitable or similar relief from any court of competent jurisdiction (and without the need for that party to post any security or bond in seeking such equitable or similar relief), any dispute, controversy or claim arising out of or in relation to this Agreement, or at law, or the breach, termination or invalidity of this Agreement, that cannot be settled amicably by agreement of the parties to this Agreement shall be finally settled in accordance with the arbitration rules of JAMS then in force, by one or more arbitrators appointed in accordance with said rules. The place of arbitration shall be the Borough of Manhattan, New York, New York, U.S.A. The parties hereby waive their right to trial by jury to the fullest extent permitted by law.
c. Proceedings; Judgment. The proceedings shall be confidential and in English. The award rendered shall be final and binding on both parties and non-appealable. Judgment on the award may be entered in any court of competent jurisdiction. In any action, suit or proceeding to enforce rights under this Agreement, the prevailing party shall be entitled to recover, in addition to any other relief awarded, the prevailing party’s reasonable attorneys’ fees and other fees, costs and expenses of every kind in connection with the action, suit or proceeding, any appeal or petition for review, the collection of any award or the enforcement of any order, as determined by the arbitrator(s) or court, as applicable.
a. Entire Agreement. This Agreement is the complete and exclusive agreement between the Parties with respect to its subject matter and supersedes any and all prior or contemporaneous agreements, communications and understandings, both written and oral, with respect to its subject matter.
b. Severable Provisions. Each provision of this Agreement shall be considered severable. To the extent that any provision of this Agreement is prohibited or invalidated, this Agreement shall be considered amended to the smallest degree possible in order to make the Agreement effective under applicable law.
c. Remedies. Except as specifically provided otherwise herein, each right and remedy in the Agreement is in addition to any other right or remedy, at law or in equity. You acknowledge and agree that the any use of the Virtual Event Services contrary to these Terms, or any transfer, sublicensing, copying or disclosure of technical information or materials related to the Virtual Event Services, may cause irreparable damage to Convene for which it will have no adequate remedy at law. Accordingly, Convene shall be entitled to injunctive and other equitable remedies to prevent or restrain such breach or threatened breach, without the necessity of posting any bond.
d. No Third-Party Beneficiaries. No provision of this Agreement is intended to confer any rights, benefits, remedies, obligations, or liabilities hereunder upon any person other than the parties and their respective successors and assigns.
e. No Construction Against Drafter. No provision of this Agreement or any related document will be construed against or interpreted to the disadvantage of any party hereto by any court or other governmental or judicial authority by reason of such party having or being deemed to have structured or drafted such provision.