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 ("2021 State of Medical Device Virtual Summit") 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.
TERMS & CONDITIONS Updated Tuesday, October 23, 2018
The following terms and conditions (as amended and modified by Greenlight Guru from time to time, the “Terms”) (i) govern all use of and access to the Greenlight Guru website (the “Website”), all content, software, services and products available at or through the Website, including, but not limited to, the Greenlight Guru quality management software (the “Software”), and the Software Services (as defined below) and (ii) form part of the Agreement (as defined below). As used in the Terms, use of and access to the Software Services (as defined below) shall be deemed to encompass the use of and access to the Website and/or the Software.
The Website, the Software and the Software Services are owned and operated by Soladoc, LLC d/b/a Greenlight Guru (“Greenlight Guru”). A person, entity or organization that executes a written proposal (the “Proposal”) to use and access the Software Services, as approved by Greenlight Guru, is the “Customer”.
Use of the Software, which is accessed on a SaaS basis via the Website (the “Software Services”) is only available for use by (i) the Customer if it has made payment of all amounts then payable as set forth in the Proposal and otherwise complied with all terms of the Agreement, and (ii) if the Customer has made such payment and so complied, the Customer’s Users (as defined below) and Administrators (as defined below) designated by such Customers. For avoidance of doubt, a termination of the Agreement by Greenlight Guru due to breach of the Agreement by the Customer shall not relieve the Customer of its obligation to make all payments otherwise attributable to and payable with respect to the entire stated original and renewal terms of the Agreement. Such all payments shall be payable by the Customer to Greenlight Guru within five (5) days of the date such termination. Further, in the case of any such termination, Greenlight Guru will have no obligation to provide a refund of any amounts previously paid to Greenlight Guru.
The Software Services are offered pursuant to (i) the Terms, (ii) the applicable Proposal, (iii) any written addenda to the Proposal entered into by Greenlight Guru and the Customer (each, an “Addendum”), and (iv) all other changes and amendments to the Terms, operating rules, policies (including, without limitation, Greenlight Guru’s Privacy Policy) and procedures that may be published from time to time on the Website by Greenlight Guru (such other rules, policies and procedures being “the Rules” and, together with (i), (ii) and (iii), collectively being the “Agreement”).
Please read the Proposal, any Addenda, the Terms and the Rules, or the entire Agreement, carefully before executing a Proposal, which will bind the Customer the terms and conditions of the Agreement. Upon the Customer’s (i) execution of a Proposal and/or (ii) access or use of any part of the Website, the Software and/or the Software Services, the Customer shall be bound by and comply with, and to cause its Users and Administrators to comply with, the terms and conditions of the Terms. If the Customer or any of its Users or Administrators does not comply with to all provisions of the Agreement applicable to it, him or her, then the Customer and its Users and Administrators may not access or use the Website, the Software or any Software Services. Customer shall be responsible for the compliance by and liable for the non-compliance by Users and Administrators with all terms of the Agreement.
a. In order to access and use the Software Services, an end user (each, a “User”) will need a Greenlight Guru user profile (a “User Profile”), which User Profile may be created by User or assigned to User by an Administrator (as defined below). When using or accessing the Software Services for the first time, User will be prompted to set up a User Profile by entering certain details, such as name and email address, establishing a profile name and password, and uploading a profile picture.
b. User is responsible for maintaining the security of such User’s login information. Greenlight Guru may remove any content, description or keyword that it considers inappropriate or unlawful, or otherwise likely to cause Greenlight Guru liability. Users must immediately notify Greenlight Guru of any unauthorized uses of a User’s User Profile or any other breaches of security. Greenlight Guru will not be liable for any acts or omissions by a User, including any damages of any kind incurred as a result of such acts or omissions.
a. The Customer has ultimate control over the use of the Customer’s account (the “Customer Account”) by authorized Users and Administrators to manage certain quality and regulatory functions using the Software Services.
b. Each Customer Account will be administered by one or more Users who are appointed by the Customer as administrators (each an “Administrator”). An Administrator will have special rights in relation to those Customer Accounts they administer, including the ability to grant Users with access to the Customer Account and to remove Users from the Customer Account.
c. The Customer will have special rights in relation to the Customer’s Account, including the ability to grant Administrators and Users with access to the Customer Account and to remove Administrators and Users from the Customer Account. The Customer will, at all times, have access to and ownership of the Content (as defined below) and output of the Customer Account.
d. If a User is using a User Profile assigned to such User by the Customer or an Administrator, or if such User’s use of a Greenlight Guru User Profile is in connection with such User’s role as an employee or contractor, such User’s use of such User’s Profile may be subject to the terms of its, his or her employment or other contractual relationship with the Customer. Greenlight Guru is not responsible for the monitoring or enforcement of any third-party contractual obligations or policies. The Customer and Administrators may be able to access or disable a User’s account.
e. The storage limitation for the Customer Account includes up to 500 GB of stored content. Additional charges may apply to content posted by Users authorized by the Customer in excess of 500 GB.
a. Software Services allow a User to access the Greenlight Guru Software as a service through the Website.
b. Unless otherwise specified in the Agreement, Greenlight Guru shall give the Customer and the Customer's authorized Administrators and Users, access to the Software Service if the Customer has paid to Greenlight Guru all amounts payable by it under the Agreement and otherwise complied and caused its Administrators and Users to comply with the terms of the Agreement, in each case as of the time of such access. So long as the Customer, and each User and Administrator authorized by the Customer, complies with the Agreement including without limitation these Terms and conditions of the Agreement, Greenlight Guru gives the Customer and the Customer’s authorized Administrators and Users, a limited, nonexclusive, nontransferable right and license to use the Software Services, including those components and functionality specified in the applicable Proposal.
c. None of the Customer, any User and any Administrator shall reverse engineer or decompile the Software Services, attempt to do so, or assist anyone in doing so.
a. If a User, Administrator or other agent of Customer contributes to, comments upon, uploads or otherwise posts any written or other content, design, process, work of authorship, documentation, formula, data or other material to the Software (together “Content”), Customer is entirely responsible for such Content, and any harm resulting from such Content. By making Content available, the applicable User or Administrator, and in each case the Customer, represent and warrant that: i. the downloading, copying and use of the Content will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark or trade secret rights, of any third-party;
ii. if such User’s or Administrators’ employer has rights to intellectual property such User or Administrator creates, he, she or it has received permission from such employer to post the Content or make the Content available via the Software Services;
iii. each User and Administrator has fully complied with any third-party licenses relating to the Content; iv. the Content does not contain or install any viruses, worms, malware, Trojan horses or other harmful or destructive content;
v. the Content is not spam, is not machine or randomly-generated, and does not contain unethical or unwanted commercial content designed to drive traffic to third party sites or boost the search engine rankings of third-party sites, or to further unlawful acts (such as phishing) or mislead recipients as to the source of the material;
vi. the Content is not pornographic, does not contain threats or incite violence, and does not violate the privacy or publicity rights of any third party; or
vii. use the Software Services to upload, transmit or otherwise distribute any content that is unlawful, defamatory, harassing, abusive, fraudulent, obscene, threatening, abusive, hateful, or is otherwise objectionable as reasonably determined by Greenlight Guru.
b. None of the Customer, any User and any Administrators shall, or authorize, encourage or permit any third party to: i. use the Software Services for any fraudulent or inappropriate purpose;
ii. use any robot, spider, other automated device, or manual process to monitor or copy any content from the Website other than copying or exporting of the Content as permitted by Greenlight Guru’s policies; or
iii. rent, lease, distribute, or resell the Software, or allow access to or use the Software for developing a competitive solution (or contract with a third party to do so), or remove or alter any of the logos, trademark, patent or copyright notices, confidentiality or proprietary legends or other notices or markings that are on or in the Software or displayed in connection with the Software Services.
c. If User deletes Content, Subject to Greenlight Guru’s Continuing Data Rights, Greenlight Guru will use reasonable efforts to remove it from the Website, but the Customer and such User acknowledge that caching or references to the Content may not be made immediately removable.
d. Without limiting any of those representations or warranties, Greenlight Guru has the right (though not the obligation) to, in Greenlight Guru’s sole discretion, refuse or remove any Content that, in Greenlight Guru’s reasonable opinion, violates any Greenlight Guru policy or is in any way harmful, objectionable, or unlawful. Greenlight Guru will have no obligation to provide a refund of any amounts previously paid
e. Continuing Data Rights. Customer acknowledges and agrees that Greenlight Guru as part of the Software Services provided to its customers, uses information and learnings from the Software Services it provides to its customers and Content to improve its products, understand and act upon interrelationships, develop insights and intelligence, benchmarking, work-flows, and other learnings to help Customer and other customers change their quality systems from a siloed reactive state to a proactive connected state with the intent to provide better information so customers can develop higher quality products, improve the level of patient care and outcomes, decrease the time in which customers bring their products to market, lower overall costs and decrease overall product and organizational risk. Customer hereby grants and agrees to grant Greenlight Guru an irrevocable, perpetual, royalty-free, fully paid-up, worldwide right and license to Use the Content; so long as such Use is of deidentified, statistical, anonymized, aggregate, or such other form of information (“Deidentified Content”) that does not allow third parties including other customers to be able to identify the source of the original Content or contain any personally identifiable information in such Content (the “Continuing Data Rights”). “Use” in this Section 4.e. shall mean the right to use, reproduce, make derivative works of, display, transmit and otherwise distribute, publicly perform, digitize, analyze, aggregate, develop algorithms learning and intelligence using, offer for sale, sell, and otherwise use and exploit, the Content; and further includes the right to sublicense through multiple tiers of sublicensees.
Except for the rights and licenses set forth in Section 3, and to the extent set forth in Section 4(d), the Agreement does not transfer or constitute a transfer to the Customer, any User or any Administrator any Greenlight Guru or third party intellectual property, and all right, title and interest in and to such property, including, without limitation, the Website, the Software and the Software Services, will remain solely with Greenlight Guru. The Greenlight Guru trademark and logo, and all other trademarks, service marks, graphics and logos used in connection with Greenlight Guru, the Website, the Software or the Software Services are trademarks or registered trademarks of Greenlight Guru or Greenlight Guru’s licensors. Other trademarks, service marks, graphics and logos used in connection with the Website, the Software or the Software Services may be the trademarks of other third parties. Neither the use of or access to the Software Services grants to Customer or any User or Administrator any right or license to reproduce or otherwise use any Greenlight Guru or third-party trademarks or other intellectual property not necessary for use of or access to the Software Services.
a. When Users upload, submit, store, send or receive Content to a particular Customer Account using the Software, Users and Customer grant Greenlight Guru (and those third party contractors Greenlight Guru works with) a license to publish and otherwise use and process such Content on the Software so as to make it accessible to authorized Users and Administrators with access to the relevant Customer Account, and Greenlight Guru may use, host, store, reproduce, modify, create derivative works (such as those resulting from adaptations or other changes Greenlight Guru make so that User’s Content works better with our Software, or to create the Software’s output), communicate, publish, display and distribute such Content for this purpose. The rights Customer and Users grant in this license are for the limited purpose of operating and improving the Software Services.
b. Greenlight Guru may display User’s profile name, profile photo, and actions User takes on the Website (such as Content that User posts and comments that User posts) within the relevant Customer Account.
Greenlight Guru has not reviewed, and cannot review, all of the Content posted to the Website, and cannot therefore be responsible for that Content. By operating the Website, Greenlight Guru does not represent or imply that it endorses the material there posted, or that it believes such material to be accurate, useful or non-harmful. The Customer and the applicable User are responsible for taking precautions as necessary to protect such User’s self and such User’s computer systems from viruses, worms, Trojan horses, and other harmful or destructive content. The Website may contain Content that is offensive, indecent, or otherwise objectionable, as well as Content containing technical inaccuracies, typographical mistakes, and other errors. The Website may also contain Content that violates the privacy or publicity rights, or infringes the intellectual property and other proprietary rights, of third parties, or the downloading, copying or use of which is subject to additional terms and conditions, stated or unstated. Greenlight Guru disclaims any responsibility for any harm resulting from the use by the Customer, Users or Administrators of Content on the Website or from any downloading of Content there posted.
Greenlight Guru has not reviewed, and cannot review, all of the material, including computer software, made available through the websites and webpages to which Greenlight Guru links, if any, and that link to the Website. Greenlight Guru does not have any control over those non-Greenlight Guru websites and webpages and is not responsible for their content or their use.
a. General Terms i. In respect of Software Services, Customer agrees to pay Greenlight Guru the subscription fees specified in the applicable Proposal.
ii. Subscription fees for the first year of the Subscription Term shall be payable within (15) days after execution of the Proposal and prior to Greenlight Guru granting Customer access to the Software Services. For subscription fees for each year of the Subscription Term after such first year, Customer agrees to pay invoices within thirty (30) days of receipt, unless otherwise specified in the Proposal. Payment shall be made in U.S. Dollars by a check drawn on a U.S. bank or by wire transfer to the account listed on the invoice. Customer agrees to accept electronic invoices.
iii. Customer will be responsible for paying any sales tax, GST, VAT, custom tax, license and use taxes, direct taxes, additional taxes, fees, assessments or any other same or similar tax levied by any local, state or federal government or governmental agency relating to, resulting from or based on use of the Software Services pursuant to the Agreement.
b. Term i. The term for the use of Software Services shall be specified in the relevant Proposal (the “Subscription Term”).
ii. Upon the expiration of the Subscription Term, the Agreement shall automatically renew for additional and successive one-year (1) periods unless either party notifies the other party in writing of its election not to renew at least sixty (60) days prior to the expiration of the then current Subscription Term. Unless otherwise agreed by the parties in writing, each automatic renewal of the Subscription Term as set forth in this paragraph shall be on the same terms and subject to the same conditions as set forth herein, as amended or otherwise modified by Greenlight Guru (including, for avoidance of doubt, the obligation of the Customer to pay the fees associated with the next year of the Subscription Term as set forth in the Proposal or, if no such fees for such next year are specified in the Proposal, the same fees payable for the immediately preceding year of the Subscription Term). Greenlight Guru will notify Customer of any price increases for Software Services at least thirty (30) days prior to the expiration of the then current Subscription Term and, if Customer does not accept such price increase in writing prior to the end of the then current Subscription Term, then the subscription to the Software Services shall expire at the conclusion of the then current Subscription Term.
c. Termination i. In the event of a material breach of any term of the Agreement by (a) Greenlight Guru, the Customer may terminate the Agreement, or (b) Customer or any User or Administrator, Greenlight Guru may terminate the Agreement, and the Software Services specified therein, by giving the other party fifteen (15) business days’ prior written notice of termination thereof; provided, however, that such termination will not be effective if the defaulting party has cured such material breach prior to the expiration of such fifteen (15) business day notice period.
d. Late Payments
i. The Customer shall pay interest on any unpaid balance of (a) ten percent (10%) of the outstanding amount on the date the payment becomes overdue, and (b) two percent (2%) per calendar month on the outstanding balance from and including the date the payment becomes overdue until the date of payment, or the maximum rate of interest that can legally be charged to the Customer, if lower.
ii. Notwithstanding anything to the contrary contained herein, Greenlight Guru may suspend use of and access to the Software Services in the event that any amount due remains unpaid for more than thirty (30) days after the date the payment becomes due.
a. In addition to its Continuing Data Rights and rights to use Deidentified Content, Greenlight Guru reserves the right to use the information that you provide in accordance with the terms and conditions of the Greenlight Guru Privacy Policy.
b. Greenlight Guru personnel will never request User password information in any manner whatsoever; furthermore, Greenlight Guru will never transmit password information via email nor any other written or spoken media. Forgotten or lost user passwords may only be reset using the facilities within the Greenlight Guru Website.
c. Greenlight Guru will never sell Content to or with any third parties subject to Greenlight Guru’s Continuing Data Rights and rights to Use the Deidentified Content.
a. All Content of Users of Software Services shall be continuously backed up after a period of no greater than 24 hours. A request by the Customer subscribing for Software Services to restore a prior backed-up copy of Content may be subject to additional charges if it is determined that the circumstances leading to the request are not due to operational issues or errors or defects in the Software or are not otherwise deemed to be the fault/ responsibility of the Greenlight Guru.
b. All Content of Users of Software Services shall be retained in a secure data store suitable for rapid restoration (if necessary) for a period of no fewer than fourteen (14) calendar days.
As Greenlight Guru asks others to respect its intellectual property rights, it respects the intellectual property rights of others. If the Customer or any of its Users or Administrators believes that material located on the Website or linked to by Greenlight Guru violates the Customer’s or any User’s or Administrator’s copyright, the Customer shall notify Greenlight Guru in accordance with Greenlight Guru’s Digital Millennium Copyright Act (“DMCA”) Policy. Greenlight Guru will respond to all such notices, including as required or appropriate by removing the infringing material or disabling all links to the infringing material. Greenlight Guru will terminate a visitor’s access to and use of the Website if, under appropriate circumstances, the visitor is determined to be a repeat infringer of the copyrights or other intellectual property rights of Greenlight Guru or others.
a. Greenlight Guru reserves the right, in its sole discretion, to add, modify, or delete portions and/or functionality of the Software, so long as such changes do not adversely affect, in the aggregate, Customer’s ability to use the Software Services. Customer shall cooperate with Greenlight Guru in respect of implementing or adopting any updates to the Software Services which are recommended by Greenlight Guru to comply with applicable regulations or guidelines relevant to the quality or regulatory processes managed by the Software Services. Greenlight Guru reserves the right, at its sole discretion, to modify or replace any part of the Terms. The Terms, as modified or replaced, will be effective immediately upon being made available on the Website and Customer, Users and Administrators shall be bound to the modified and/or replaced Terms as of such effective time. It is Customer’s responsibility to check these Terms periodically for changes.
a. Except for the warranties specifically set forth in Sections 14(c), (d) and (e), Greenlight Guru and its suppliers and licensors hereby disclaim all warranties of any kind in respect of the Website, the Software and the Software Services, including, without limitation, the warranties of merchantability, fitness for a particular purpose, title and non-infringement. None of Greenlight Guru, its suppliers and its licensors make any warranty that the Software Services will be error free. Customer and Users understand that Customer’s and Users’ use of the Software Services are at Customer’s and Users’ own risk.
b. Greenlight Guru does not make any warranties concerning the outcome of any quality or regulatory function undertaken using the Software Services including, without limitation, the outcome of any application to any regulatory or governmental agency.
c. Software Services - Guaranteed Uptime/Availability i. Scheduled Maintenance - Greenlight Guru reserves, solely at its discretion, the right to make the Software Services unavailable for access for up to 1 hour per week for scheduled maintenance and such downtime shall not be counted against any availability guarantees specified in this Section 16. Scheduled maintenance operations shall be preceded by no less than 24 hours notification via email to Users of Software Services and/or posted to the Software and/or login screen.
ii. Unexpected Downtime - Beyond the aforementioned scheduled maintenance, Greenlight Guru will make the Software Services shall be available with a minimum of 99.5% software uptime.
d. Data Storage and Transmission – All Content entered or uploaded to the Software Services shall be transmitted via Secure Sockets Layer (SSL), using HTTPS. All internal Greenlight Guru service calls and data transfers relating to the Software Services are similarly encrypted via SSL/SSH.
e. Greenlight Guru utilizes Amazon Web Services (AWS) infrastructure (http:// aws.amazon.com). Content uploaded to the Software Services, is securely stored in AWS’s according to industry best practices with respect to computer software Security and Privacy. See the AWS Security site (http://aws.amazon.com/ security/) for information about AWS security and privacy capabilities and policies, including information on physical site security and data redundancy/availability capabilities.
f. Access to Content uploaded to the Software Services is restricted to only those Greenlight Guru personnel who absolutely must have access to said data to perform their job functions.
a. In no event will Greenlight Guru, or its suppliers or licensors, be liable with respect to any and all subject matters of the Agreement under any contract, negligence, strict liability or other legal or equitable theory for: (i) any special, punitive, indirect, incidental, punitive, indirect or consequential damages; (ii) the cost of procurement for substitute products or services; or (iii) for amounts that exceed the fees paid by Customer to Greenlight Guru, under the Agreement, if any, during the twelve (12) month period prior to the first claim or cause of action ever being brought against Greenlight Guru with respect to the Agreement or its subject matter. Greenlight Guru shall have no liability for any failure or delay due to matters beyond their reasonable control.
b. In no event will Greenlight Guru, or its suppliers or licensors, be liable for any deficiency or failure in the quality or regulatory functions of the Customer or any of its Users or Administrators, any failure to obtain the approval of any regulatory or governmental agency, or liability arising from the products manufactured or distributed by the Customer or any such User or Administrator under any contract, negligence, strict liability or other legal or equitable theory.
The Customer represents and warrants that (i) the Customer’s and each of its Users’ and Administrators’ use of the Website, the Software and Software Services will be in strict accordance with the Agreement and with all applicable laws and regulations (including without limitation any local laws or regulations in the Customer’s and each of such Users’ and Administrators’ country, state, city, or other governmental area, regarding online conduct and acceptable content, and including all applicable laws regarding the transmission of technical data exported from the United States or the country in which the Customer or such User or Administrator resides) and (ii) the Customer does not know that use of the Website and Software Services will infringe or misappropriate the intellectual property rights of a third -party.
a. Customer agrees to indemnify and hold harmless Greenlight Guru, its contractors, and its licensors, and their respective directors, officers, members, managers, employees and agents from and against any and all claims and expenses, including attorneys’ fees, arising out of any negligent or unlawful act or omission or any violation of any provision of the Agreement by Customer or any of its Users or Administrators.
b. Greenlight Guru agrees to indemnify, defend and hold harmless Customer from and against any claims and expenses incurred as a result of the infringement by the Website, Software or Services of the intellectual property rights of a third party. Notwithstanding the foregoing, in no event shall Greenlight Guru have any obligations or liability arising from: (i) use of the Software Services in a modified form or in combination with materials (including the Content) or software not furnished by Greenlight Guru, or (ii) any Content provided by a User.
a. The Agreement constitutes the entire agreement between Greenlight Guru and the Customer concerning the subject matter thereof, and supersedes all prior representations, agreements and understandings, written or oral. The Agreement will be governed by the laws of the state of Indiana, U.S.A., excluding its conflict of law provisions, and the parties agree that the exclusive jurisdiction and exclusive venue for any disputes arising out of or relating to any of the same will be the state and federal courts located in Indianapolis, Indiana. Each party hereby consents to the personal and exclusive jurisdiction of such courts and waives any right to object thereto, whether on the basis of forum nonconveniens or otherwise. If any part of the Agreement is held invalid or unenforceable, that part will be construed to reflect the parties’ original intent, and the remaining portions will remain in full force and effect. A waiver by either party of any term or condition of the Agreement or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach thereof. Customer may not assign Customer’s rights under the Agreement to any party without prior written consent of Greenlight Guru, which will not be unreasonably withheld. Greenlight Guru may assign its rights under the Agreement. The Agreement will be binding upon and will inure to the benefit of the parties, their successors and permitted assigns. The parties hereto are acting as independent contractors, and nothing in the Agreement shall be construed as establishing a partnership, joint venture, agency, employment or other similar relationship between the parties hereto. No User or Administrator is a third-party beneficiary with respect to the Agreement. If the performance of the Agreement or of any obligation hereunder, except for the payment of any amounts due hereunder, is prevented, restricted or interfered with by reason of any cause beyond the reasonable control of the affected party, such party, upon prompt written notice to the other party, shall be excused from such performance to the extent of the aforementioned prevention, restriction or interference.
b. After the expiration or termination of the Agreement, except with regard to Sections 4(e), 5, 9(d), 15, 17 and 18 of the Terms and any obligations arising prior to such expiration or termination, which shall survive the expiration or termination of the Agreement, the Agreement shall be of no further force and effect and the parties shall have no further obligations hereunder.
HeySummit is not responsible for any part of the above Additional Terms and is only responsible for the Core Terms of Service stated hereunder:
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.
You are subject to these User Terms (a “User”) if:
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.
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).
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:
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.
Subject to these User Terms, We grant You a limited, non-sublicensable license to access and use HeySummit:
You agree that You will not (unless You have Our express prior permission):
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.
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.
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.
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.
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.
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.
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.
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.
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:
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.
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.
The Services have not been developed to meet Your individual requirements. Please check that the facilities and functions of HeySummit meet Your requirements.
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.
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.
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:
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.
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.
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.
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.
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.
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.
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.
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.
These User Terms are governed by English law, and You can bring legal proceedings in respect of the products in the English courts only.