AGREEMENT FOR INTERACTIO PLATFORM USAGE AND INTERPRETATION SERVICES IN EVENTS
TERMS AND CONDITIONS
1.1. Agreement - agreement for Interactio platform usage and interpretation services in events concluded by Interactio and the Customer. These Terms & Conditions are an integral part of the Agreement.
1.2. Services – services provided by Interactio to the Customer under the Agreement and all its annexes.
1.3. Other definitions used in these Terms & Conditions shall have the same meaning as it is prescribed in the Agreement.
2. SERVICES AND SUPPORT
2.1. Subject to the terms of this Agreement, Interactio will use commercially reasonable efforts to provide Customer the Services. As part of the registration process, the Customer will identify an administrative user name and password for the Customer’s Interactio account. Interactio reserves the right to refuse registration or cancel passwords it deems inappropriate.
2.2. Subject to the terms hereof, Interactio will provide the Customer with reasonable technical support services in accordance with Interactio standard practice.
2.3. On-site and online support services, additional services:
2.3.1. If Customer needs on-site support Services or/and online support Services or/and additional Services (e.g., meeting management services) and the details of such Services are not agreed by the Parties at the moment of the Agreement conclusion, Parties will coordinate them accordingly: Customer will email Interactio all information needed to order on-site support Services or/and online support Services or/and additional Services forty-five (45) calendar days before the respective event (orders placed later may not be accepted). Interactio will inform about offered on-site support Services or/and online support Services or/and additional Services details, including the price for such Services. If the Customer is satisfied with the offer, the Customer confirms it via email within two (2) business days and such Services will be considered as ordered. If Customer rejects or does not confirm the offer within two (2) business days, Interactio is entitled to provide another offer within five (5) business days. The confirmation process will be the same as the above-mentioned.
2.3.2. In case any changes in the amount or other aspects of on-site or online support Services or additional Services are caused by the Customer or other circumstances not directly attributable to Interactio, the Customer will be obliged to pay Interactio all costs incurred and will be invoiced accordingly.
2.4. Interpretation services:
2.4.1. In case any details of needed interpretation services (interpretation languages, hours, venue, price and etc.) are not known at the moment of Agreement conclusion Parties will coordinate them accordingly: Customer will email Interactio all information needed to order interpretation services (interpretation languages, hours, requirements for the interpreters) forty-five (45) calendar days before the respective event (orders placed later may not be accepted). Interactio will inform about offered interpretation services details, including the Fee for interpreters’ services. If the Customer is satisfied with the offer, the Customer confirms it via email within two (2) business days, and such services will be considered as ordered. If Customer rejects or does not confirm the offer within two (2) business days, Interactio is entitled to provide another offer within five (5) business days. The confirmation process will be the same as the above-mentioned. Otherwise, Interactio will not order any services of interpreters and the Customer will be obliged to do it himself.
2.4.2. In case any changes in the amount or other aspects of interpretation services are caused by the Customer or other circumstances not directly attributable to Interactio or interpreters, the Customer will be obliged to pay and will be invoiced accordingly.
3. RESTRICTIONS AND RESPONSIBILITIES
3.1. Customer will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services (“Software”); modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly in advance and in writing permitted by Interactio or authorized within the Services); use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third; or remove any proprietary notices or labels. With respect to any Software that is distributed or provided to Customer for use on Customer premises or devices, Interactio hereby grants Customer a non-exclusive, non-transferable, non-sublicensable license to use such Software during the Term only in connection with the Services.
3.2. The Customer represents, covenants, and warrants that the Customer will use the Services only in compliance with Interactio standard published policies in effect (the “Policy”) and all applicable laws and regulations. Customer hereby agrees to indemnify and hold harmless Interactio against any damages, losses, liabilities, settlements, and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from Customer’s use of Services. Although Interactio has no obligation to monitor the Customer’s use of the Services, Interactio may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing.
3.3. The Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access, or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers, and the like (collectively, “Equipment”). Customer shall also be responsible for maintaining the security of the Equipment, Customer account, passwords (including but not limited to administrative and user passwords), and files, and for all uses of a Customer account or the Equipment with or without Customer’s knowledge or consent.
3.4. Both Parties are entitled to inform third parties (publish, announce and etc.) about the fact that Parties have or had a contractual relationship and general information about Services provided without revealing any financial, technical, or other Confidential information. Such information may be included in Party’s marketing or other public announcements and may include other Party’s trademark (company logo). Either Party is entitled to withdraw such right by giving written notice within a reasonable time in advance. After the end of such reasonable time, the other Party shall seize any future usage. In case the Customer resells Interactio Services (only with the prior approval of Interactio) the Customer shall ensure that he obtains all necessary consents from the end user (client) for the publication of general information about Services provided to this client and usage of such client’s trademark (company logo) in the above-mentioned ways. If the Customer fails to obtain such consent, Interactio must be informed immediately, however not later than one (1) week before the first event in which Services are being provided. In case the Customer fails to fulfill any of the obligations defined in this Article, the Customer shall be obliged to compensate all losses suffered by Interactio within the reasonable time defined in the request of Interactio.
4. CONFIDENTIALITY, PROPRIETARY RIGHTS
4.1. Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Confidential Information” of the Disclosing Party). Confidential Information of Interactio also includes non-public information regarding features, functionality, and performance of the Service or software. For a better understanding, Confidential information of Interactio will be held including but not limited to: (i) Interactio internal software architecture, (ii) the technical & features roadmap of the software, (iii) the content of the Agreement and its performance details, (iv) information related to pricing, certain Agreement price, (v) data or information in oral, written, graphic or electronic form about a specialized, adapted to Interactio’s operations or specially designed for software, program code, documents, concept, know-how, database, scheme, process, formula or test and statistics, usage reports and forecasts, IT budget, operating costs, information systems, (vi) names and surnames, (vii) any patentable subject matter and all types of inventions, even if they are in the early stage of studying or planning. Confidential Information of Customer includes non-public data provided by Customer to Interactio to enable the provision of the Services (“Customer Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect such Confidential Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Confidential Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information (except information consisting of Personal Data as its’ confidentiality obligations prevail unlimited period after the disclosure of Confidential Information consisting of Personal Data) after ten (10) years following the termination of the Agreement or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without the use of any Confidential Information of the Disclosing Party or (e) is required to be disclosed by law. If the Customer fails to fulfill any confidentiality obligations stated above, it shall be obliged to pay Interactio a fine equal to 10.000 (ten thousand) EUR. If the amount, mentioned in this clause, does not cover all loss incurred by the infringement, the Customer shall cover such additional loss, which has not been covered by the stated amount. The payment of the stated amount or/and incurred loss does not exempt the Customer from the further execution of any obligations arising under the Agreement.
4.2. The Customer shall own all rights, title, and interest in and to the Customer Data, as well as any data that is based on or derived from the Customer Data and provided to the Customer as part of the Services. Interactio shall own and retain all rights, title, and interest in and to (a) the Services and Software, all improvements, enhancements, or modifications thereto, (b) any software, applications, inventions, or other technology developed in connection with Services or support, and (c) all intellectual property rights related to any of the foregoing.
4.3. If in the course and by reason of the Agreement, Interactio provides interpretation and/or written translation services and the provision of these services results in the creation of a work that is subject to copyright and/or the object of neighboring rights, Interactio transfers to the Customer all economic rights to such works and/or objects. These rights are transferred for the whole period defined in applicable laws, without any limitation to the territory, and after the Customer pays for interpretation and/or written translation services (no separate deed for rights transfer is signed). The provisions hereof shall apply with regard to the interpretation and/or written translation services only and shall not be applicable to any software relates services.
4.4. Notwithstanding anything to the contrary, Interactio shall have the right collect and analyze technical data and other technical information relating to the provision, use, and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom), and Interactio will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Interactio offerings, and (ii) disclose such data solely in aggregate or another de-identified form in connection with its business. No rights or licenses are granted except as expressly set forth herein.
5. PAYMENTS OF FEES
5.1. The Customer will pay Interactio the applicable fees described in the Order Form in accordance with the terms stipulated in the Order Form and herein (the “Fees”). If Customer’s use of the Services exceeds the Service capacity set forth on the Order Form or otherwise requires the payment of additional fees (per the terms of this Agreement), Customer shall be billed for such usage and Customer agrees to pay the additional fees in the manner provided herein.
5.2. Interactio shall bill through the invoices and has no obligation to provide any additional documents in order to initiate the payment unless otherwise stipulated in the Agreement. Depending on the option of the Payment Terms chosen in the Order Form, the full payment for invoices issued in any given month must be received from the Customer either within fourteen (14) or thirty (30) calendar days after the issue and mailing date of the invoice, or not later than three (3) calendar days before the respective event. Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, plus all expenses of collection and may result in immediate termination of Service. The Customer shall be responsible for all taxes associated with the Services other than taxes based on Interactio net income. The Customer is informed that Interactio is entitled to suspend the Service provision without additional notice in case of failure of the Customer to pay timely.
5.3. The Parties agree that Interctio shall invoice the Customer directly and any Customer’s request to issue the invoice to the third party having a contractual relationship with the Customer or otherwise related to the Customer is not binding Interactio unless otherwise agreed in writing by both Parties.
6. TERM AND TERMINATION
6.1. Subject to earlier termination as provided below, this Agreement is concluded for the Service term as specified in the Order Form (the “Term”).
6.2. Any Party may terminate this Agreement unilaterally upon thirty-five (35) days’ notice.
6.3. In addition to any other remedies it may have, either party may also terminate this Agreement upon ten (10) days’ notice (or without notice in the case of nonpayment) if the other party materially breaches any of the terms or conditions of this Agreement or commits a non-material breach but does not rectify it within ten (10) days after the request date.
6.4. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.
7. PAYMENTS IN CASE OF EARLY TERMINATION OR CANCELATION
7.1. The Customer is informed and understands that fifty (50) percent of the full Platform fee under the Agreement constitutes an administration fee. In case the Customer terminates the Agreement prematurely not due to the fault of Interactio (Article 6.2.) or Interactio terminates the Agreement due to a breach of the Customer (Article 6.3.), the Customer is not refunded with the administration fee. The Customer can only be refunded with the proportionate part of the rest of 50 % of the Platform fee for Services that will not be provided after the Agreement termination. In case the Customer has not paid to Interactio before the termination, the Customer shall transfer Interactio the above-mentioned amounts within three (3) calendar days after Interactio emailed request.
7.2. The Customer is informed and understands that in case the Customer terminates this Agreement or cancels the event for which the on-site support Services, online support Services or/and interpretation Services have been ordered not due to the fault of Interactio later than within thirty-five (35) calendar days before the respective event, the Customer will not be refunded with the Fee for on-site support Services, Fee for online support Services or/and interpretation Services (despite the order date). In case the Customer has not paid to Interactio before the termination, the Customer shall transfer the Fee for on-site support Services, Fee for online support Services, or/and interpretation Services within three (3) calendar days after Interactio emailed request.
8. WARRANTY AND DISCLAIMER
8.1. Interactio shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner that minimizes errors and interruptions in the Services and shall perform the Services in a professional and workmanlike manner. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Interactio or by third party providers, or because of other causes beyond Interactio reasonable control, but Interactio shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled Service disruption. HOWEVER, INTERACTIO DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES ARE PROVIDED “AS IS” AND INTERACTIO DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
8.2. The Customer is informed that interpreters whose services the Customer orders under Agreement are not employees of Interactio – Interactio orders services of interpretation. For this reason, Interactio cannot fully control and be responsible for the actions and omissions of such persons. Fees for interpreters’ services can be proportionally reduced if the interpreter provides essentially bad quality services.
8.3. The Customer is informed and understands that creating additional or customized features of the Interactio platform, making specific integrations or any other customizations are out of the scope of the Services. If the Customer needs such additional services, Interactio and the Customer will coordinate these Services and the prices separately.
9. LIMITATION OF LIABILITY
9.1. NOTWITHSTANDING ANYTHING TO THE CONTRARY (EXCEPT FOR BODILY INJURY OF A PERSON, DEPRIVATION OF LIFE, NON-PECUNIARY LOSS OR DAMAGES CAUSED BY THE REASON OF THE INTENTIONAL FAULT OR GROSS NEGLIGENCE), INTERACTIO AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), SUBCONTRACTORS, OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS OR LOSS OF PROFITS (WHETHER DIRECT OR INDIRECT), IN ALL CASES ARISING OUT OF THE USE OR INABILITY TO USE THE SERVICE, REGARDLESS OF LEGAL THEORY, WITHOUT REGARD TO WHETHER INTERACTIO HAS BEEN WARNED OF THE POSSIBILITY OF THOSE DAMAGES, AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND INTERACTIO REASONABLE CONTROL; (D) FOR ANY PERSONAL DATA PROTECTION OR COPYRIGHT AND RELATED RIGHTS’ INFRINGEMENTS IF THE CUSTOMER DID NOT OBTAIN ANY CONSENTS, PERMISSIONS AND/OR LICENSES NEEDED; OR (E) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY CUSTOMER TO INTERACTIO FOR THE SERVICES UNDER THIS AGREEMENT (EXCLUDING ALL FEES FOR INTERPRETERS’ SERVICES AND ALL FEES FOR ON-SITE SUPPORT SERVICES AND ONLINE SUPPORT SERVICES) IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT INTERACTIO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
10.1. Interactio may subcontract any part of the Services and may conclude subcontracting agreements with the third parties without the separate written authorization of the Customer. By signing this Agreement such Customer’s authorization is provided for all the subcontracting cases in whole.
11.1. The Customer is informed that for the duration of the Agreement the business activity of Interactio is insured by maintaining these types of insurance policies: General liability insurance policy, Professional liability insurance policy and Cyber-risk insurance policy.
12.1. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sublicensable by the Customer except with Interactio prior written consent. Interactio may transfer and assign any of its rights and obligations under this Agreement without consent. This Agreement is the complete and exclusive statement of the mutual understanding of the Parties and supersedes and cancels all previous written and oral agreements, communications, and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both Parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and the Customer does not have any authority of any kind to bind Interactio in any respect whatsoever. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested.
12.2. This Agreement shall be governed by and interpreted in accordance with the laws of the country of establishment and registration of Interactio. The Parties agree that in the event that any suit or proceeding is brought in connection with this Agreement, such suit or proceeding shall be brought in courts of the country of establishment and registration of Interactio (located in the capital city), and the Parties shall submit to the exclusive jurisdiction of such courts and waive any and all jurisdictional, venue and inconvenient forum objections to such courts.