These Conference Terms and Conditions (“Agreement”) are a legally binding agreement between the user (“User” or“ you”) of the Services described herein and Digital Delane, LLC, a California Corporation, ("Digital Delane", "Summit", "we" or "us").
Please make sure you fully understand the contents of this Agreement. If you have any doubts about any of your rights and obligations resulting from your acceptance of this Agreement, please consult us or obtain legal support.
IF YOU DO NOT AGREE WITH ANY PROVISION OF THIS AGREEMENT, YOU MAY NEITHER CONTINUE WITH THE PROCESS OF REGISTRATION NOR FURTHER USE THE SERVICES.
1.1. Definition. The “Services” means social media and digital marketing services located at https://www.digitalbrandingsummit.com (along with any associated sub-domains the “Website”). Among other things, the Services includes internet-advertising campaigns, organization of online conferences and other online services related to online marketing.
1.2. Changes. We reserve the right to change the terms or specifications of any Services in our discretion, with or without prior written notice to the Users, by replacement of text of this Agreement or by written notice to you. Any changes will take effect immediately unless otherwise stated in the notice of change. If any amendment is unacceptable to you, your only recourse is to terminate relations with Digital Delane. Your continued use of the Services following our notice of change will constitute a binding acceptance of the Agreement, as amended.
1.3. Additional Services. Unless explicitly stated otherwise, any new features that augment or enhance the currently offered Services, including the release of new Digital Delane services on the Website, shall be subject to this Agreement.
1.4. Right to Use Services. Digital Delane hereby grants you permission to use the Services and the Website solely as set forth in this Agreement and in the manner set forth on the Website. In the event of any conflict between the terms of this Agreement and the Website, the terms of this Agreement shall prevail. Any use of the Services other than as set forth in this Agreement or in violation of any term of this Agreement will result in suspension or revocation of your use privileges in our sole discretion.
1.5. Suspension or Termination of Services. Notwithstanding anything stated or implied to the contrary in this Agreement, we may at any time, without derogating from our other rights under this Agreement, applicable law or otherwise, suspend or terminate any or all of the Services, effective immediately upon issuance of a written notice. Such suspension or termination may also apply, as the case may be, to specific jurisdictions, lines of business and otherwise or to a specific customer or a group of Users.
1.6. Third Party Services. We reserve the right to use third party service providers in the provisions of all or part of the Services including, but not limited to, hosting providers, information and communication services, analytics services, internet advertising platforms, advertising service providers and platforms. Where any of the aforementioned services are provided by third parties, the User may be subject to such third party’s terms and conditions. We accept no responsibility for services provided by any third party.
2.1. Use of the Services. You may use the Services either as a registered or as an unregistered User. However, you may not use the Services, either as a registered or an unregistered User if you are not of legal age to enter into a contract in your jurisdiction or if do not have the authority to accept this Agreement. If you are under 18, please do not attempt to register for the Services or send any information about yourself to us, including your name, address, telephone number, or email address. If we learn that we have collected personal information from anyone under age 18 without verification of parental consent, we will delete that information as quickly as possible. Registering as a User may provide you with the following additional benefits over using the Services in a visitor (non-registered) capacity: participation in online conference more fully described on the Website.
2.3. User Representations. By using the Services, you represent and warrant that (a) all registration information you submit is truthful and accurate; (b) you will maintain the accuracy of such information; (c) you are at least 18 years of age and have the capacity and authority to enter into this Agreement; and (d) your use of the Services does not violate any applicable law or regulation.
2.4. Registration. To register as a User, you have to fulfill the form on the Website, creating a user account on the Website, by following registration procedures and instructions set forth therein. There is no cost to register as a User.
2.5. User Account Login. You are solely and fully responsible for the maintenance of all of your Summit user accounts.
2.6. User Responsibilities. You are responsible for all of the following with respect to your use of the Services:
2.6.1. maintaining the security of your User account and all the activity that occurs on your User account;
2.6.2. providing accurate information at all times, including a valid email address;
2.6.3. obtaining access to the Services, and that access may involve third-party fees (such as Internet service provider or airtime charges); and
2.6.4. obtaining and maintaining all equipment necessary to access the Services.
2.7. Prohibited Uses. You are expressly prohibited from using the Services in any of the following ways or for any of the following purposes:
2.7.1. No Illegal Purpose. You may not use the Services for any illegal or unauthorized purpose, including in any way that violates copyright or other applicable laws.
2.7.2. No Tampering. You may not use the Services in a way that is detrimental to the operation of the Services or the access or use of the Services by anyone else. You will not upload or transmit viruses, worms or any other destructive code. The restrictions in this Section applies to any use that interferes or attempts to interfere with the normal operations of the Services, including by hacking, deleting, augmenting or altering the Services.
2.7.3. Permission Required. You may not, without our prior written permission and, solely with respect to lease, resale and sublicense, except as may be specifically allowed by Digital Delane in writing (i) copy, distribute (including by framing any of the Services on any website), modify, enhance, translate, reproduce, sell, resell, sublicense, rent, lease, or otherwise attempt to exploit the Services or any data resulting therefrom; (ii) decompile, disassemble, reverse engineer, or otherwise attempt to discover the source code; (iii) make derivative works of the Services; (iv) remove, obscure, or alter any copyright notice, trademarks, or other proprietary rights notices affixed to or contained within or accessed in conjunction with or through the Website or Services; (v) modify another website so as to falsely imply that it is associated with the Services, Digital Delane or any other Summit products or services on the Website; or (vi) make the Website or Services or any part thereof available to others in a service undertaking or outsourcing arrangement or for any other commercial time-sharing, data processing or other third party use.
2.7.4. Automatic Inquiries. All automatic inquiries are prohibited.
2.8. Special Access and Testing. If you are invited or clearly provided with access to beta testing new tools and resources, which are not made available to our users broadly (“closed beta”), you should not rely on, nor expect, the continued availability of these new tools and resources. Any such access to beta test new tools and resources, if any, is conditioned upon your agreement not to disclose any information about these new tools and resources or your experience with using them to third parties.
2.9. Assignment. A User may not assign, transfer, exchange, pool or barter any of its rights or obligations under this Agreement or the User registration privileges unless expressly permitted by Digital Delane in writing. Any violation of the foregoing restrictions is grounds for immediate User registration termination.
2.10. De-Registration. If you change your mind and do not want to be the registered User any more, please contact us via email: firstname.lastname@example.org, with title: “Conference De-Registration”. Note that doing so will delete all your data and information stored on Digital Delane’s CRM and Digital Delane will bear no responsibility such loss of data or information.
2.11. Termination by Digital Delane. Digital Delane reserves the right to terminate any User registration for abusive or fraudulent activity, for failure to comply with this Agreement, or for any other reason in its sole discretion.
OWNERSHIP AND INTELLECTUAL PROPERTY; USE OF TRADEMARKS
3.1. All Rights Reserved. User acknowledges and agrees that all rights, title, and interest to, any and all intellectual property rights of all types or nature whatsoever, including, without limitation, patent, copyright, trademark, data base rights as well as moral rights, know-how and trade secrets (and any licenses in connection with any of the same), whether or not registered or capable of registration, and whether subsisting in any specific country or countries or any other part of the world, in the Services, the platform used to provide the Services (technology, hardware, software etc.), any code or software (SDK, API etc.) which may be provided to User or for User’s use under this Agreement and any work products created and/or delivered herein and related documentation (forming the Website and Services) are and will remain solely and exclusively our property and/or the property of Digital Delane, Digital Delane licensors or affiliates. User is granted no title or ownership rights in the Digital Delane Website or Service. User’s right to use the Website, Services and any part thereof is strictly limited to the provisions of this Agreement and we reserve all rights not expressly granted herein.
3.2. Digital Delane Marks. Digital Delane® and Digital Branding Institute® are trademarks, DBAs and trade dress and/or service marks of Digital Delane, LLC and/or our affiliates and subsidiaries. Other marks, graphics, icons, names and logos used or displayed on or through the Website are trademarks, trade dress and/or service marks (“Marks”) of us and our affiliates and subsidiaries or otherwise are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by us and may be subject to such third parties’ terms and conditions. User may not use any metatags or any other “hidden text” utilizing any of the aforementioned trademarks, trade dress and/or service marks without our and respective owner’s prior written permission. User’s right to use the Marks is strictly limited to the manner of use as instructed and approved by us, which right may be revoked or changed at any time at our (or the respective owners’ or licensors’) sole discretion. User will accordingly change or remove such display of materials immediately upon request by us or the respective Mark owners or licensors. User acknowledges and agrees that User shall not contest the ownership of the Marks on the Website for any reason. User’s use or display of Marks will terminate effective upon the termination of this Agreement, suspension of the Services or upon notification by us or the respective owner or licensor to discontinue such use or display.
3.3. User’s Marks. User hereby grants us a worldwide, non-exclusive, unlimited and royalty-free license to use User’s brands, names, logos, trademarks, trade names and service marks as used by User for informational and advertising purposes only.
3.4. Feedback. Users are under no obligation to give Digital Delane any ideas, suggestions, comments or other feedback related to the Website, the Services, or the business or operations of Digital Delane. If any User shares ideas, suggestions, comments, or other feedback with Digital Delane, Digital Delane will own such idea, suggestion, comment or feedback. User hereby assigns all of User’s right, title, and interest in such idea, suggestion, comment, or feedback to Digital Delane and agrees that Digital Delane will be free to use and implement same, without restriction or obligation of any kind, without, however, any obligation to do so.
4.1. Termination Right. Either party may terminate this Agreement at any time in its sole discretion with written notice to the other.
4.2. Effect of Termination. Upon termination of this Agreement, all rights of the affected User with respect to the use of the Website or Services shall terminate immediately.
4.3. Survival. Upon any termination of this Agreement for any reason, all provisions regarding indemnification, warranty, liability and limits thereon, and confidentiality and protection of proprietary rights and trade secrets, and any provisions which expressly or by their nature are required to survive such termination in order to achieve their purpose, shall so survive until it shall no longer be necessary for them to survive in order to achieve their purpose.
WARRANTY DISCLAIMER & LIMITATION OF LIABILITY
5.1. Disclaimer. Except where prohibited by law, the Services and the Website are provided “as-is” and “as available” and we expressly disclaim any warranties and conditions of any kind, whether expressed or implied, including the warranties or conditions of merchantability, fitness for a particular purpose, title, quiet enjoyment, accuracy, or non-infringement. We make no warranty that the Services or the Website (a) will meet your requirements; (b) will be available on an uninterrupted, timely, secure, or error-free basis; or (c) will be accurate, reliable, free of viruses or other harmful code, complete, legal, or safe. We further make no warranties or representations regarding the accuracy or completeness of the content on any sites linked to the Website.
5.2. Limitation of Liability. In no event shall Digital Delane, its officers, directors, employees, or agents, be liable to you or to any third party for any direct, indirect, incidental, special, punitive, or consequential damages whatsoever arising from or related to either this Agreement, or use of the Services or the Website. Our liability to you for any damages arising from or related to this Agreement, will at all times be limited to the greater of (a) fifty dollars ($50). The existence of more than one claim will not enlarge this limit. The foregoing limitation of liability shall apply to the fullest extent permitted by law in the applicable jurisdiction.
5.3. Third Party Products and Services. Digital Delane does not warrant, endorse, guarantee, or assume responsibility for any product or service advertised or offered by a third party through the Website or any hyperlinked website or featured in any banner or other advertising, and Digital Delane will not be a party to or in any way be responsible for monitoring any transaction between you and third-party providers of products or services.
5.4. Other Jurisdictions. We make no representations that the Services or the Website are appropriate or available for use in all locations. Those who access or use the Services or the Website from jurisdictions prohibiting such use, do so at their own volition and are responsible for compliance with local law.
You agree to defend, indemnify and hold harmless Digital Delane and its officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from: (a) your use of and access to the Services and the Website; (b) your violation of any term of this Agreement; or (c) your violation of any third party rights, including without limitation any copyright, property, or privacy right. This defense and indemnification obligation will survive the termination of this Agreement and your use of the Services and the Website.
Exports, re-exports, and transfers of Digital Delane products and services, including technology, software, software source code, technical data, related technology, and the direct products thereof, including the Website content and the Services (the “Digital Delane Items”) are subject to US export controls and sanctions, the most important of which are administered by the Commerce Department’s Bureau of Industry and Security (“BIS”) under its Export Administration Regulations (“EAR”), the Treasury Department’s Office of Foreign Assets Controls (“OFAC”) under its Foreign Assets Control Regulations, and other applicable export control laws and regulations of non-U.S. government agencies. You may not access, download, distribute, use, export, or re-export the Digital Delane Items in violation of United States export laws or regulations, or in violation of any other applicable laws or regulations. You agree to comply with all export laws and restrictions and regulations of any United States or foreign agency or authority, and not to directly or indirectly provide or otherwise make available the Digital Delane items in violation of any such restrictions, laws or regulations, or without all necessary approvals, including, without limitation, for the development, design, manufacture or production of nuclear, chemical or biological weapons of mass destruction nor will you use the Digital Delane Items for a military end-use or a military end-user in China, Russia or any other country designated in EAR Supplement No. 1 to Part 740, Country Group D1. The Digital Delane Items may not be downloaded or otherwise provided or made available, either directly or indirectly, (i) into Iran, Libya, North Korea, Sudan, Myanmar, Syria or any other country subject to U.S. trade sanctions, to individuals or entities controlled by such countries, or to nationals or residents of such countries other than nationals who are lawfully admitted permanent residents of countries not subject to such sanctions; or (ii) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals and Blocked Persons or the U.S. Commerce Department's Table of Denial Orders. By agreeing to this Agreement, you agree to the foregoing and represent and warrant that you are not located in, under the control of, or a national or resident of any such country or on any such list and that you will not share the Digital Delane Items with anyone whose status is described in items (i) and (ii) above.
8.1. Assignment. This Agreement, any part thereof or any rights or obligations under it may not be novated, assigned, outsourced or transferred by you without our advance written consent, but may be assigned by us without restriction or limitations. Any assignment or transfer in violation of the aforementioned provisions shall be deemed null and void. Subject to the foregoing, the provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.
8.2. Force Majeure. We shall not be liable for failing or delaying performance of our obligations resulting from any condition beyond our reasonable control, including but not limited to, use of third parties’ equipment or services, communications failure, governmental action, war, acts of terrorism, earthquake, fire, flood or other acts of God, labor conditions, power failures, and Internet disturbances.
8.3. Governing Law and Jurisdiction. This Agreement is governed by the laws of California, USA without reference to conflicts of law principles. The parties agree that the provisions of the United Nations Convention on Contracts for the International Sale of Goods do not apply to this Agreement. Any dispute, controversy or claim arising out of or in connection with this Agreement, or the breach, termination or invalidity thereof, shall be finally settled by arbitration in the county of Los Angeles, California, USA.
8.4. Electronic Notices. You agree to receive communications from us in an electronic form. Electronic notices will be delivered to your email address, which you used for registration purposes, as it may be subsequently changed by you by written notice to us. All communications in electronic format will be considered to be “in writing” and to have been received on the day that we send them. We reserve the right, but assume no obligation, to provide communications in paper format.
8.6. Languages. This Agreement is in the English language, which prevails over any translations of it to other languages, made by us and provided to you for your convenience, as applicable. The Service is designed in the English language and its translations into other languages may contain inaccuracies for which we shall not bear any responsibility; we suggest using the English version and resorting to versions in other languages only for references and at your own risk. You also agree to have all communications with us in English.
8.7. No Waiver. No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that (or any other) right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that (or any other) right or remedy; and will not be construed as a waiver of any subsequent breach or default under the same or any other provision of this Agreement.
8.8. Severability. All the provisions of this Agreement are distinct and severable. If any provision of this Agreement (or part of any provision) is found by any court or other authority of competent jurisdiction to be invalid, unenforceable or illegal, this shall not impair the operation of this Agreement or affect the other provisions which are valid.
We are always available to be reached by email at email@example.com
Last updated: September 15, 2019
Authorised Users means those employees, agents and independent contractors of the Customer who are authorised by the Customer to use the Services and the Documentation.
Customer means the person or business which purchases the Services from the Operator.
Customer Data means the data inputted by the Customer, Authorised Users, the Operator or HeySummit on the Customer's behalf for the purpose of using the Services or facilitating the Customer's use of the Services including blog posts of the Customer posted on the Customers website.
Documentation means the HeySummit documentation made available to the Customer online via https://heysummit.com/ or such other web address notified by Operator or HeySummit to the Customer from time to time which sets out a description of the Services and the user instructions for the Services.
HeySummit means Hey Summit Ltd registered at 71–75 Shelton Street Covent Garden London WC2H 9JQ under company number 11538852.
HeySummit Marks means any trademarks, service marks, service or trade names, logos, and other designations of HeySummit and its affiliates that we may make available to you in connection with this Agreement.
Operator means the HeySummit customer from whom the Customer has purchased the Services.
Platform means the digital resource provided by HeySummit to the Operator to allow the Operator’s Customers to run and participate in online summits.
Services means provision of the Hey Summit Platform.
Software means the online software applications provided by HeySummit as part of the Services.
User Subscriptions means the user subscriptions purchased by the Customer which entitle Authorised Users to access and use the Services and the Documentation in accordance with these terms.
Virus means any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.
2.1. Subject to the Customer purchasing User Subscriptions, the restrictions set out in this clause 2 and the other terms and conditions of these terms, HeySummit hereby grants to the Customer a non-exclusive, non-transferable right, without the right to grant sublicences, to permit the Authorised Users to use the Services and the Documentation during the Subscription Term solely for the Customer's internal business operations.
2.2. In relation to the Authorised Users, the Customer undertakes that:
2.2.1. the maximum number of Authorised Users that it authorises to access and use the Services and the Documentation shall not exceed the number of User Subscriptions it has purchased from time to time;
2.2.2. it will not allow or suffer any User Subscription to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Services and/or Documentation;
2.2.3. each Authorised User shall keep a secure password for his use of the Services and Documentation, that such password shall be changed no less frequently than monthly and that each Authorised User shall keep his password confidential.
3.1. The Customer shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services that:
3.1.1. is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
3.1.2. facilitates illegal activity;
3.1.3. depicts sexually explicit images;
3.1.4. promotes unlawful violence;
3.1.5. is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
3.1.6. is otherwise illegal or causes damage or injury to any person or property; and HeySummit reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer's access to any material that breaches the provisions of this clause. HeySummit is not obliged to remove or recognise such content contained in any material or Customer Data and the Customer shall be fully liable for the same.
3.2. The Customer shall be responsible for ensuring that content of the Customer Data is satisfactory for publication to Third Party Social Sites and is in compliance with clause 3.3 above.
3.3. The Customer shall indemnify HeySummit against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by HeySummit arising out of or in connection actual or alleged infringement of a third party's intellectual property rights arising out of or in connection with publication of the Customer Data.
3.4. The Customer shall not, except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under these terms:
3.4.1 attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Documentation (as applicable) in any form or media or by any means; or
3.4.2 attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or
3.4.3 access all or any part of the Services and Documentation in order to build a product or service which competes with the Services and/or the Documentation; or
3.4.4 use the Software, Services and/or Documentation to provide services to third parties; or
3.4.5 license, sell, rent, lease, transfer, assign, distribute or otherwise commercially exploit Services and/or Documentation except as permitted under the Agreement.
3.4.6 attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this clause 3; and
3.5. The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify HeySummit.
3.6. The rights provided under this clause 3 are granted to the Customer only, and shall not be considered granted to any subsidiary or holding company of the Customer.
4.1. The Customer acknowledges and agrees that HeySummit and/or its licensors own all intellectual property rights in the Services, Software and the Documentation. Except as expressly stated herein, the Customer is not granted any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Services or the Documentation.
4.2 All licenses granted to the Customer are conditional on the Customer’s continued compliance with these terms, and will immediately and automatically terminate if the Customer does not comply with any term or condition of this Agreement. During and after the Subscription Term, the Customer will not assert, nor will the Customer authorize, assist, or encourage any third party to assert, against us or any of HeySummit’s affiliates, customers, vendors, business partners, or licensors, any patent infringement or other intellectual property infringement claim regarding any Services, Software or Documentation The Customer is not allowed to use HeySummit Marks without prior written consent from HeySummit.
4.3. HeySummit confirms that it has all the rights in relation to the Services and the Documentation that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of these terms.
These terms and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these terms or its subject matter or formation (including non-contractual disputes or claims).