Terms of Service for Clients
Greetings! Let us introduce you to the ImpromptMe Terms of Service. ImpromptMe is event software for conferences and events (iOS, Android, Web applications as well as related services such as our website, mailing tool & support provided by our team to our paying clients). PLEASE READ THESE TERMS OF SERVICE (“TERMS” OR “AGREEMENT”) CAREFULLY TO ENSURE THAT YOU UNDERSTAND EACH PROVISION. THIS AGREEMENT CONTAINS A MANDATORY INDIVIDUAL ARBITRATION AND CLASS ACTION/JURY TRIAL WAIVER PROVISION THAT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS.
BY ACCESSING OR USING THE IMPROMPTME SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU DISAGREE, PLEASE DISCONTINUE THE USE OF OUR SERVICES IMMEDIATELY.
About ImpromptMe Conference
We, at ImpromptMe Ltd (ImpromptMe), provide event software (services) for conferences and events (iOS, Android, Web applications as well as related services such as our website, mailing tool & support provided by our team to our paying clients). Our clients (“Clients”) may make some or all of these products and services available to their customers - event attendees.
These terms apply to Your use of our Services whether you are accessing our Services on your behalf or managing the platform on behalf of a Client (eg. event agency on behalf of event organizer)
Changes to these Terms
These terms are subject to change at any time, without prior notice. Any changes made to these Terms will not apply retroactively and will not apply to disputes of events occurring before the change is published.
If we share information with you about End Users, you represent and warrant that:
- You will provide at least the same level of privacy protection as is required by the EU-US Privacy Shield Principles and the Swiss-US Privacy Shield Principles (the “Principles”) with respect to such information;
- You will take reasonable and appropriate steps to ensure that you effectively process the personal information transferred in a manner consistent with the Principles and with the highest safety standards possible;
- You will notify us if you make a determination that you can no longer meet your obligation to provide the same level of protection as is required by the Principles;
- We may take reasonable and appropriate steps to stop and remediate unauthorized processing;
- You will comply with all applicable laws with respect to such information including, but not limited to, the European Union’s General Data Protection Regulation (2016/EC/679) (the “GDPR”).
Payment and Refund Terms
Generally . We offer various products as part of our Services. The following provisions shall apply to your use of the Services generally.
Fees for the Services . Unless Client and ImpromptMe agree otherwise in writing, Client agrees to pay the fees for the Services as specified in this Agreement and on the Site (the “Fees”). Generally, the Fees will consist either of a one-time charge or an annual subscription. Unless otherwise noted, all annual subscriptions provide a license to the Services for one (1) Event, and additional subscription(s) need to be purchased for any additional Events. The Fees are subject to change from time to time upon 30 days’ notice, which notice may be provided at any time by posting the changes to the Site or otherwise communicated to you in writing. Your continued use of the Services after the effective date of such change will constitute your agreement to pay the updated Fees.
Free Trial . We may offer you a free trial that gives you access to certain features of the Services. You acknowledge that unless agreed otherwise in writing by You and ImpromptMe, these free trial license is not to be used publicly but by your team alone for testing purposes only.
Payments . You must pay all Fees either in advance (for example, on an annual subscription) or upon the submission of an invoice to you, as agreed by you and ImpromptMe. If we agree to invoice you for the Services, payment is due upon receipt of each invoice. All payments made through our Website must be made via valid credit card. If we agree to invoice you for the Services, payment must be made as specified on the invoice.,Late Fees. In the event that you fail to pay to ImpromptMe any Fees more than thirty (30) days after they become due, such Fees will bear interest calculated from the date due until paid in full at a rate equal to the lesser of (A) one percent (1%) per month, compounded monthly, and (B) the maximum rate permitted by applicable law.
Refunds of Fees . Unless Client and Impromptme agree otherwise in writing, there will be no refunds or credits of ay Fees paid by you for any reason with the exception of a situation where ImpromptMe serves has been down for more than 30% of the event duration (whereas the duration of the event is given by the opening & closing time of such event as set up by the organizer). In such a case You are entitled for 50% cash refund or 80% credit refund. In an event where ImpromptMe serves has been down for more than 50% of the event duration, You are entitled for up to 100% cash or credit compensation by ImpromptMe.
Taxes . All fees are exclusive of all taxes evies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties.
Responsibility for User Content
We respect the rights of third-party creators and content owners and expect that you will do the same. Given the nature of the Services and the volume of information submitted, we cannot and do not monitor all messages, data, information, text, graphics, audio, video or other materials and content of any kind posted/uploaded/transmitted to or through the Services by our users (collectively, “User Content”, and any such User Content posted to or through your ImpromptMe account, “Your Content”). You expressly agree that we: (a) will not be liable for any User Content and (b) reserve the right to review, reject, delete, remove, modify, or edit any User Content at any time for any reason, without liability and without notice to you. We reserve the right, but are not obligated, to remove User Content from the Services for any reason, including any of Your Content that we believe violates these Terms or our Acceptable Use Policy below.
Please submit any notification of claimed copyright infringement on the Services to the following Designated Agent via email at email@example.com
Acceptable Investigation claims
The following is a partial list of the kinds of activities that are prohibited on or through the Services:
- submitting User Content that is patently offensive to the online community, such as content that promotes racism, bigotry, hatred or physical harm of any kind against any group or individual;
- engaging in activities or submitting User Content that could be harmful to minors;
- engaging in activity or submitting User Content that harasses or advocates harassment of another person;
- engaging in an activity that involves the transmission of "junk mail" or unsolicited mass mailing or "spam" or harvesting or otherwise collecting personally identifiable information about End Users, including names, phone numbers, addresses, email addresses without End Users’ prior consent;
- engaging in activity, or submitting User Content, or promoting information that is false, misleading or promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory or libelous;
- submitting User Content that contains restricted or password only access pages, or hidden pages or images;
- submitting User Content that displays pornographic or sexually explicit material of any kind;
- submitting User Content that provides instructional information about illegal activities such as making or buying illegal weapons, violating someone's privacy, or providing or creating computer viruses;
- submitting User Content that contains viruses, Trojan horses, worms, or any other similar forms of malware,
- engaging in activities or submitting User Content that solicit passwords or personally identifiable information for unlawful purposes from other users of the Services;
- engaging in unauthorized commercial activities and/or sales without our prior written consent such as advertising, solicitations, contests, sweepstakes, barter, and pyramid schemes;
- using any robot, spider, other automatic device, or manual process to monitor, copy, or "scrape" web pages or the content contained in the Services or for any other unauthorized purpose without our prior written consent;
- using any device, software, or routine to interfere or attempt to interfere with the proper working of the Services;
- decompiling, reverse engineering, or disassembling the software underlying the Services or attempting to do so; or
- taking any action that imposes an unreasonable or disproportionately large load on the Services or our hardware and software infrastructure or that of any of its licensors or suppliers. In addition, you covenant and represent that you will not use the Services for any purpose other than those permitted herein, nor will you use the Services in violation of the law or these Terms. While we are not under any obligation to monitor User Content, we may, in its sole determination, remove any Content that we deem objectionable, offensive, unlawful or in violation of these Terms.
By submitting and posting Your Content on the Services, you hereby represent and warrant to us that
- you have all necessary authority, rights and permissions to submit Your Content and grant the licenses described in the previous paragraph;
- Your Content is accurate, current and complete;
- Your Content does not infringe or misappropriate any copyright, trademark, trade secret, patent, or other intellectual property right of any third party or violate any other rights of third parties, including, without limitation, any rights of privacy or publicity or any contractual rights; and
- submitting Your Content does not violate any applicable law, regulation or any agreements between you and a third party, or otherwise cause injury to any third party.
Our Intellectual Property Rights - ImpromptMe exclusively owns all rights, title and interest in and to the Services, including the Products, the Site and all Site Content (as defined below). You agree that the foregoing shall include all rights with respect to copyright, patent, trademark and all other intellectual property laws in any jurisdiction. For the sake of clarity, you acknowledge and agree that ImpromptMe exclusively owns all intellectual property rights to any Apps running on ImpromptMe’s technology even if they are published through your developer account as part of Whitelabel services. As used herein, “Site Content” means any and all materials, including, without limitation, information, data, text, editorial content, design elements, look and feel, formatting, graphics, images, photographs, videos, music, sounds and other content, contained in or delivered via the Services (excluding User Content) or otherwise made available by us in connection with the Services. For the sake of clarity, Site Content includes any meta usage and other related data about the use of the Services by End Users. You agree to use the Services and the Site Content only for purposes that are permitted by these Terms and any applicable local, state, provincial, national or other law, rule or regulation. Any rights not expressly granted herein are reserved. Without limiting the foregoing, you may not duplicate or reuse any portion of the HTML/CSS or visual design elements of the Site and Services without the express written consent from ImpromptMe.
License to our Services - Subject to your compliance with these Terms, we grant you a limited, non-exclusive right to use our Services solely for their intended purposes. You may not transfer or sublicense the foregoing license to any third parties, except to End Users registered via the Services. The same applies the Services provided to you as part of our licence by our suppliers, licensors and partners
You are solely responsible for keeping your password confidential. You may not use the account, username, or password of another ImpromptMe user or client, and you agree to notify ImpromptMe immediately of any unauthorized use of your account, username or password. We assume no responsibility for, and will not be liable for any loss that you incur as a result of someone else using your password, either with or without your knowledge.
Representations and Warranties and Indemnification
In addition to any other representations made by you in these Terms, you further represent and warrant that:
- You are of legal age (18 years old or 21 if you reside in a country where 21 is the age of majority) and are otherwise capable of forming a legally binding contract.
- You have authority to bind the legal entity (the Client) with which you are associated.
- You hereby grant us permission to publicly display your profile, Your Content and such other information as may be supplied by you and designated for public display.
- Your use of the Services does not violate any applicable law (inc. laws specific to the country you operate at), regulation or any agreements between you and a third party, or otherwise cause injury to any third party.
- You agree to indemnify, defend and hold ImpromptMe, and its officers, directors, employees, agents, and contractors and suppliers from harm and against any and all claims, costs, demands, damages, liabilities, or expenses, including, without limitation, reasonable attorneys' fees, arising from or related to: (a) Your Content, (b) your use of the Services, (c) your breach of these Terms, or (d) any actual, prospective, completed or terminated purchase, sale or other transaction between you and a third party.
Disclaimers and Limitations
We intend that the information contained in our Services be accurate and reliable; to our best knowledge. From time to time, we may issue an update to the Services which may add, modify, and/or remove features from the Services. These updates may be launched automatically with little or no notice, although we may make reasonable efforts to notify you in advance of an upcoming update.
THE SERVICES AND THE INFORMATION, SOFTWARE, PRODUCTS AND SERVICES ASSOCIATED WITH IT ARE PROVIDED "AS IS." WE AND/OR OUR SUPPLIERS, LICENSORS, PARTNERS AND AFFILIATES DISCLAIM ANY WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER RELATING TO THE SERVICES AND ANY INFORMATION, SOFTWARE, PRODUCTS AND SERVICES PROVIDED HEREIN, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON INFRINGEMENT. USE OF OUR SERVICES IS AT YOUR OWN RISK. WE AND/OR OUR SUPPLIERS, ARE NOT LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OR OTHER INJURY ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF OUR SERVICES OR WITH THE DELAY OR INABILITY TO USE THE SERVICES, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS AND SERVICES OBTAINED THROUGH US, OR OTHERWISE ARISING OUT OF THE USE OF THE SERVICES, WHETHER RESULTING IN WHOLE OR IN PART, FROM BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF WE AND/OR OUR SUPPLIERS HAD BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.
LIMITATION OF LIABILITY
In no event shall we or our suppliers or licensors be liable for lost profits or any incidental or consequential damages arising out of or in connection with this agreement or your use of the services. Our liability and the liability of our suppliers, licensors and partners, to you or to any third parties shall not under any circumstances exceed the total sum of ImpromptMe’s license fees paid in regard with a specific event. THE LIMITATIONS OF LIABILITY SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE CONTRACT BETWEEN US AND YOU.
ERRORS AND DELAYS
We are not responsible for any errors or delays or other technical problems beyond our reasonable control. This also included the 3rd parties services provided by our suppliers and partners.
TERMINATION AND CANCELLATION
You are solely responsible for canceling your subscription to the Services. Cancellation requests must be submitted in writing to firstname.lastname@example.org . Cancellations by phone or sent to any other email address will not be considered valid.
If you’ve purchased a one time use license, you are not entitled to any refunds even if you have not used it during the allowed time-period. You can, however, reach out to our team and try to negotiate a credit refund for one of your upcoming events.
We reserve the right, in our sole discretion, and without any prior notice, to terminate your access to the Services for any reason, including your breach of these Terms or a violation of the rights of another ImpromptMe user or client or the law.
Third Party Services
Our Services may be integrated with the services provided by third parties as part of the functionality of the Services (including, without limitation, the Payment Processing Partners). Similarly, as part of the Services, we may offer links to web sites or applications operated by various third parties. You understand that we do not have control over third parties and that such third parties are not agents of ImpromptMe. Our inclusion of a link to a third-party web site or application is for your convenience and reference only and does not imply any endorsement of the services or the site, its contents, or its sponsoring organization. As such, we make no guarantees about, and assume no responsibility for, the information or services provided by third parties. You acknowledge and agree that we make no representation or warranty about, and do not endorse, any third party’s products or services or the information provided by third parties, whether through the Services or otherwise. Accordingly, we are not responsible for your use of any third party product or service or any harm or losses arising from or relating to your use of any third party products or services. You should contact the third party with any questions about their products and services. ImpromptMe hereby disclaims and you hereby agree to waive and release ImpromptMe and its licensors and suppliers from any past, present, and future claims, liabilities, and damages, known or unknown, arising out of or relating to your interactions with such third parties and their products and services.
You acknowledge and agree that in case any disputes between You and Us arise, You and Us will seek to resolve any such disputes by negotiation. After 60 (sixty) calendar days from the date any disputes may have arisen and both parties have been made aware of such disputes, announcing party may seek to resolve such dispute by means of binding arbitration under the auspices of the Court of Arbitration Attached to the Czech Chamber of Commerce in front of a panel of 1 arbiter selected according to the rules of the Court. Each party shall bear its own costs of arbitration, exceptfor fees ofthe Court which shall be shared among the parties. Both parties agree to abide by the decision of the Court.
Class Action/Jury Trial Waiver
With respect to all people and entities involved, regardless of whether they have obtained or used the services for personal, commercial or other purposes, all claims must be brought in the parties’ individual capacity, and not as a plaintiff or class member in any purported class action, collective action, private attorney general action or other representative proceeding. This waiver applies to class arbitration and, unless agreed otherwise in writing, the arbitrator may not consolidate more than one person’s claim. You agree that by entering into this agreement you and we are
WITH RESPECT TO ALL PERSONS AND ENTITIES, REGARDLESS OF WHETHER THEY HAVE OBTAINED OR USED THE SERVICES FOR PERSONAL, COMMERCIAL OR OTHER PURPOSES, ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION OR OTHER REPRESENTATIVE PROCEEDING. THIS WAIVER APPLIES TO CLASS ARBITRATION, AND, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS. YOU AGREE THAT, BY ENTERING INTO THIS AGREEMENT, YOU AND WE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND. THE WAIVER CONTAINED IN THIS SECTION SHALL BE SEVERABLE FROM THE REMAINDER OF THE AGREEMENT.
YOU AND WE AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SERVICES MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
This document has been last updated on July 1st 2019.
If you have any questions or concerns, please don’t hesitate to reach out to us directly at email@example.com or contact us in writing at:
110 00 Prague,