1.1. Agreement - agreement for Interactio Platform usage in events concluded by Interactio and Customer. These Terms & Conditions are integral part of the Agreement.
1.2. Services – services provided by Interactio to the Customer under 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, Customer will identify an administrative user name and password for 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 Customer with reasonable technical support services in accordance with Interactio standard practice.
2.3. On-site and online support services:
2.3.1. If Customer needs on-site support Services or/and online support Services and the details for 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 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 details, including the price for such Services. If Customer is satisfied with the offer, he 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. Confirmation process will be the same as the above mentioned. Customer understands and confirms that in case of event cancellation or Agreement termination later than thirty-five (35) calendar days before the respective event the Customer will be obliged to pay (will not be refunded with) the Fee for on-site support Services or/and Fee for online support Services despite the order date (Article 6.5).
2.3.2. In case any changes in the amount or other aspects of on-site or online support 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.
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. Customer represents, covenants, and warrants that 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 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.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 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 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 reasonable time in advance. After the end of such reasonable time other Party shall seize any future usage. In case the Customer resells Interactio Services (only with the 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 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. 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 after five (5) years following the disclosure thereof 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 use of any Confidential Information of the Disclosing Party or (e) is required to be disclosed by law.
4.2. 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 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. 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 other de-identified form in connection with its business. No rights or licenses are granted except as expressly set forth herein.
5. PAYMENT OF FEES
5.1. Customer will pay Interactio the applicable fees described in the Order Form in accordance with the terms therein (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 may choose to bill through an invoice, in which case, full payment for invoices issued in any given month must be received by Interactio within eight (8) days after the issue and mailing date of the invoice, however, in each case not later than one (1) business day before the event in which Services should be provided. Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is higher, plus all expenses of collection and may result in immediate termination of Service. Customer shall be responsible for all taxes associated with Services other than taxes based on Interactio net income. Customer is informed that Interactio is entitled to suspend Service provision without additional notice in case of failure of the Customer to pay timely.
6. TERM AND TERMINATION
6.1. Subject to earlier termination as provided below, this Agreement is for the Service term as specified in the Order Form (the “Term”).
6.2. Either Party is entitled to terminate this Agreement prematurely upon written notice thirty-five (35) calendar 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. The Customer is informed and understands that fifty (50) percent of full Platform fee under the Agreement constitutes 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 breach of the Customer (Article 6.3.) Customer is not refunded with the Administration fee. The Customer can only be refunded with the proportionate part of the rest of 50 % of Platform fee for Services that will not be provided after the Agreement termination. In case Customer has not paid to Interactio before termination, he must transfer Interactio above mentioned amounts within three (3) calendar days after Interactio emailed request.
6.5. The Customer is informed and understands that in case the Customer terminates this Agreement or cancels the event for which on-site support Services or/and online support 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 or/and Fee for online support Services. In case Customer has not paid to Interactio before termination, he must transfer Fee for on-site support Services or/and Fee for online support Services within three (3) calendar days after Interactio emailed request.
6.6. 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. WARRANTY AND DISCLAIMER
7.1 Interactio shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which 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. LIMITATION OF LIABILITY
8.1. NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR BODILY INJURY OF A PERSON, INTERACTIO AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), 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 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.
9.1. 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 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 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.
9.2. 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.
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