IMPORTANT NOTE: By using this Website and/or purchasing any of The Determined Mom’s Summit Programs, Products and/or Services, you are voluntarily agreeing to these Terms & Conditions, and you are legally agreeing that you have read, understand, and fully consent to the terms below. If you have any questions about any of these Terms & Conditions, please do not hesitate to contact us at info@businessmomsummit.com before using Business Mom Summit’s Website, or purchasing any of our Programs, Products and/or Services. You must be eighteen (18) years old and have the legal ability to agree to these Terms & Conditions; thus, if you are under the age of eighteen (18) or you do not agree to terms below, STOP now, and do not use our website, blog, e-mails, social media, videos, programs, services, and/or products (collectively “Website, Programs, Products, and Services”). By accessing or using Business Mom Summit Website, Programs, Products, and Services in any manner for any reason, you implicitly agree to these Terms and Conditions (“T&C”) below. TERMS AND CONDITIONS & PRIVACY POLICY Please Read Carefully. By purchasing our Programs you (herein referred to as “Client”) agree to the following terms stated herein. AFFILIATE PAYMENTS Affiliates who share their personalized link with potential Summit attendees will receive 30% of the All-Access Pass ticket sales sold to those attendees. All Affiliate sales will be paid out on the 15th of each month following the Summit. Payouts will be paid via PAYPAL and the Affiliate will be required to provide this information in order to receive payouts. PROGRAM/SERVICE The Determined Mom, LLC, host of the Business Mom Summit (herein referred to as “Company”) agrees to provide Programs, Products and/or Services (herein referred to as “Program”) identified in the online commerce shopping cart. The client agrees to abide by all policies and procedures as outlined in this agreement as a condition of their participation in the Program.
DISCLAIMER Client understands The Determined Mom, LLC (herein referred to as “Host”) and Company, is not an employee, agent, lawyer, doctor, manager, therapist, public relations or business manager, registered dietician, or financial analyst, psychotherapist or accountant. Client understands that Consultant has not promised, shall not be obligated to and will not; (1) procure or attempt to procure employment or business or sales for Client; (2) Perform any business management functions including but not limited to, accounting, tax or investment consulting, or advice with regard thereto; (3) act as a therapist providing psychoanalysis, psychological counseling or behavioral therapy; (4) act as a public relations manager (5) act as a publicist to procure any publicity, interviews, write-ups, features, television, print or digital media exposure for Client; (6) introduce Client to Consultant’s full network of contacts, media partners or business partners. The client understands that a relationship does not exist between the parties after the conclusion of this program. If the Parties continue their relationship, a separate agreement will be entered into. METHODS OF PAYMENT Client authorizes the Company to charge Client’s credit card or debit card. REFUND POLICY CONFIDENTIALITY The Company respects the Client’s privacy and insists that Client respects the Company’s and Program Participants (herein referred to as “Participants”). Thus, consider this a mutual non-disclosure agreement. Any Confidential Information shared by Program participants or any representative of the Company is confidential, Proprietary, and belongs solely and exclusively to the Participant who discloses it. Parties agree not to disclose, reveal or make use of any Confidential Information or any transactions, during discussions, on the forum or otherwise. The client agrees not to use such confidential information in any manner other than in discussion with other Participants during the Program. Confidential Information includes, but is not limited to, information disclosed in connection with this Agreement, and shall not include information rightfully obtained from a third party. Both Parties will keep Confidential Information in the strictest confidence and shall use the best efforts to safeguard the Confidential Information and to protect it against disclosure, misuse, espionage, loss, and theft. The client agrees not to violate the Company’s publicity or privacy rights. Furthermore, Client will NOT reveal any information to a third party obtained in connection with this Agreement or Company’s direct or indirect dealings with Client including but not limited to; names, email addresses, third-party company titles or positions, phone numbers or addresses. Additionally, the Company will not, at any time, either directly or indirectly, disclose confidential information to any third party. Further, by purchasing this PROGRAM you agree that if you violate or display any likelihood of violating these terms and conditions the Company and/or the other Program participant(s) will be entitled to injunctive relief to prohibit any such violations to protect against the harm of such violations. NO TRANSFER OF INTELLECTUAL PROPERTY The company’s program is copyrighted and original materials that have been provided to Client are for Client’s individual use only and a single-user license. The client is not authorized to use any of the Company’s intellectual property for the Client’s business purposes. All intellectual property, including Company’s copyrighted program and/or course materials, shall remain the sole property of the Company. No license to sell or distribute Company’s materials is granted or implied. By purchasing this Program, Client agrees (1) not to infringe any copyright, patent, trademark, trade secret, or other intellectual property rights, (2) that any Confidential Information shared by the Company is confidential and proprietary, and belongs solely and exclusively to the Company, (3) Client agrees not to disclose such information to any other person or use it in any manner other than in discussion with the Company. Further, by purchasing this Program, Client agrees that if Client violates, or displays any likelihood of violating, any of Client’s agreements contained in this paragraph, the Company will be entitled to injunctive relief to prohibit any such violations and to protect against the harm of such violations. CLIENT RESPONSIBILITY The program is developed for strictly educational purposes ONLY. The client accepts and agrees that the Client is 100% responsible for their progress and results from the Program. The company makes no representations, warranties or guarantees verbally or in writing. The client understands that because of the nature of the program and extent, the results experienced by each client may significantly vary. Client acknowledges that as with any business endeavor, there is an inherent risk of loss of capital and there is no guarantee that the Client will reach their goals as a result of participation in the Program. Program education and information are intended for a general audience and do not purport to be, nor should it be construed as, specific advice tailored to any individual. The company assumes no responsibility for errors or omissions that may appear in any program materials. INDEPENDENT CONTRACTOR STATUS Nothing in this Agreement is to be construed as creating a partnership, venture alliance, or any other similar relationship. Each party shall be an independent contractor in its performance hereunder and shall retain control over its personnel and the manner in which such personnel performs hereunder. In no event shall such persons be deemed employees of the other party by virtue of participation or performance hereunder. FORCE MAJEURE In the event that any cause beyond the reasonable control of either Party, including without limitation acts of God, war, curtailment or interruption of transportation facilities, threats or acts of terrorism, State Department travel advisory, labor strike or civil disturbance, make it inadvisable, illegal, or impossible, either because of unreasonable increased costs or risk of injury, for either Company to perform its obligations under this Agreement, the Company’s performance shall be extended without liability for the period of delay or inability to perform due to such occurrence. SEVERABILITY/WAIVER If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall nevertheless continue in full force. The failure of either Party to exercise any right provided for herein will not be deemed a waiver of that right or any further rights hereunder. MISCELLANEOUS LIMITATION OF LIABILITY. The client agrees they used Company’s services at their own risk and that Program is only an educational service being provided. Client releases Company, its officers, employees, directors, subsidiaries, principals, agents, heirs, executors, administrators, successors, assigns, Instructors, guides, staff, Participants, and related entities any way as well as the venue where the Programs are being held (if applicable) and any of its owners, executives, agents, or staff (hereinafter “Releases”) from any and all damages that may result from any claims arising from any agreements, all actions, causes of action, contracts, claims, suits, costs, demands and damages of whatever nature or kind in law or in equity arising from my participation in the Programs. The client accepts any and all risks, foreseeable or unforeseeable. Client agrees that Company will not be held liable for any damages of any kind resulting from or arising from including but not limited to; direct, indirect, incidental, special, negligent, consequential, or exemplary damages happening from the use or misuse of Company’s services or enrolment in the Program. The company assumes no responsibility for errors or omissions that may appear in any of the program materials. NON-DISPARAGEMENT The Parties agree and accept that the only venue for resolving such a dispute shall be in the venue set forth hereinbelow. The parties agree that they neither will engage in any conduct or communications with a third party, public or private, designed to disparage the other. Neither Client nor any of Client’s associates, employees or affiliates will directly or indirectly, in any capacity or manner, make, express, transmit speak, write, verbalize or otherwise communicate in any way (or cause, further, assist, solicit, encourage, support or participate in any of the foregoing), any remark, comment, message, information, declaration, communication or other statements of any kind, whether verbal, in writing, electronically transferred or otherwise, that might reasonably be construed to be derogatory or critical of, or negative toward, the Company or any of its programs, members, owner directors, officers, affiliates, subsidiaries, employees, agents or representatives. ASSIGNMENT The client may not assign this Agreement without the express written consent of the Company. MODIFICATION The company may modify terms of this agreement at any time. All modifications shall be posted on the Company’s website and purchasers shall be notified. TERMINATION The company is committed to providing all clients in the Program with a positive Program experience. By purchasing this program, Client agrees that the Company may, at its sole discretion, terminate this Agreement, and limit, suspend, or terminate Client’s participation in the Program without refund or forgiveness of monthly payments if Client becomes disruptive to Company or Participants, Client fails to follow the Program guidelines, is difficult to work with, impairs the participation of the other participants in the Program or upon violation of the terms as determined by Company. The client will still be liable to pay the total contract amount. INDEMNIFICATION Client shall defend, indemnify, and hold harmless Company, Company’s officers, employers, employees, contractors, directors, related entities, trustees, affiliates, and successors from and against any and all liabilities and expense whatsoever – including without limitation, claims, damages, judgments, awards, settlements, investigations, costs, attorneys fees, and disbursements – which any of them may incur or become obligated to pay arising out of or resulting from the offering for sale, the sale, and/or use of the program(s), excluding, however, any such expenses and liabilities which may result from a breach of this Agreement or sole negligence or willful misconduct by Company, or any of its shareholders, trustees, affiliates or successors. The client shall defend Company in any legal actions, regulatory actions, or the like arising from or related to this Agreement. The client recognizes and agrees that all of the Company’s shareholders, trustees, affiliates and successors shall not be held personally responsible or liable for any actions or representations of the Company. In consideration of and as part of my payment for the right to participate in Company’s Programs, the undersigned, my heirs, executors, administrators, successors and assigns do hereby release, waive, acquit, discharge, indemnify, defend, hold harmless and forever discharge Company and its subsidiaries, principals, directors, employees, agents, heirs, executors, administrators, successors, and assigns and any of the training instructors, guides, staff or students taking part in the training in any way as well as the venue where the Programs are being held (if applicable) and any of its owners, executives, agents, or staff (hereinafter “Releases”) of and from all actions, causes of action, contracts, claims, suits, costs, demands and damages of whatever nature or kind in law or in equity arising from my participation in the Programs. RESOLUTION OF DISPUTES If not resolved first by good-faith negotiation between the parties, every controversy or dispute relating to this Agreement will be submitted to the American Arbitration Association. All claims against Company must be lodged within 100-days of the date of the first claim or otherwise be forfeited forever. The arbitration shall occur within ninety (90) days from the date of the initial arbitration demand. The parties shall cooperate to ensure that the arbitration process is completed within the ninety (90) day period. The parties shall cooperate in exchanging and expediting discovery as part of the arbitration process. The written decision of the arbitrators (which will provide for the payment of costs) will be absolutely binding and conclusive and not subject to judicial review and may be entered and enforced in any court of proper jurisdiction, either as a judgment of law or a decree in equity, as circumstances may indicate. In disputes involving unpaid balances on behalf of the Client, the Client is responsible for any and all arbitration and attorney fees. EQUITABLE RELIEF In the event that a dispute arises between the Parties for which monetary relief is inadequate and where a Party may suffer irreparable harm in the absence of an appropriate remedy, the injured Party may apply to any court of competent jurisdiction for equitable relief, including without limitation a temporary restraining order or injunction. NOTICES Any notices to be given hereunder by either Party to the other may be effected by personal delivery or by mail, registered or certified, postage prepaid with return receipt requested. Notices delivered personally shall be deemed communicated as of the date of actual receipt; mailed notices shall be deemed communicated as of three (3) days after the date of mailing. For purposes of this Agreement, “personal delivery” includes notice transmitted by email. Email: info@businessmomsummit.com. This Agreement shall be binding upon and inure to the benefit of the parties hereto, their respective heirs, executors, administrators, successors and permitted assigns. Any breach or the failure to enforce any provision hereof shall not constitute a waiver of that or any other provision in any other circumstance. This Agreement constitutes and contains the entire agreement between the parties with respect to its subject matter, supersedes all previous discussions, negotiations, proposals, agreements and understandings between them relating to such subject matter. This Agreement shall be governed by and construed in accordance with the laws of The United States. Earnings Disclaimer Every effort has been made to accurately represent this program and its potential. There is no guarantee that you will earn any money using the techniques and ideas in these materials. Examples in these materials are not to be interpreted as a promise or guarantee of earnings. Earning potential is entirely dependent on the person using our product, ideas, and techniques. Any claims made of actual earnings or examples of actual results can be verified upon request. Your level of success in attaining the results claimed in our materials depends on the time you devote to the program, ideas, and techniques mentioned, your finances, knowledge and various skills. Since these factors differ according to individuals, we cannot guarantee your success or income level. Nor are we responsible for any of your actions. Materials in our product and our website may contain information that includes or is based upon forward-looking statements within the meaning of the securities litigation reform act of 1995. Forward-looking statements give our expectations or forecasts of future events. You can identify these statements by the fact that they do not relate strictly to historical or current facts. They use words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” and other words and terms of similar meaning in connection with a description of potential earnings or financial performance. Any and all forward-looking statements here or on any of our sales material are intended to express our opinion of earnings potential. Many factors will be important in determining your actual results and no guarantees are made that you will achieve results similar to ours or anybody else’s, in fact, no guarantees are made that you will achieve any results from our ideas and techniques in our material. PRIVACY POLICY Disclosure Regarding Collection and Use of Personal Information Last Updated January 1st, 2020 Thank you for visiting the Business Mom Summit. This notice explains our online information collection and use practices and the choices you can make about the way we use and share such information. Please take the time to read and understand this policy so that you can understand how we use your personal information. The Information We Collect. Business Mom Summit collects the following information: First Name, and E-mail We also may collect certain non-personally identifiable information (i.e. generic information that does not identify you personally) when you visit any of our web pages such as the type of browser you are using (e.g., Internet Explorer, Safari, Firefox), the type of operating system you are using, (e.g., Windows or Mac) and the domain name of your Internet service provider. How We Use and Disclose the Information. We will use the personal information you provide online for the purpose(s) you have submitted. Your First Name, Email Address, will be used to send you the summit related content that you request. In addition, we may send you emails offering products or services which we think you may be interested in. If you want us to stop using the personal information you provided in these ways, please click the unsubscribe link on the bottom of any communication from the Business Mom Summit. We may disclose your personally identifiable information in response to subpoenas, court orders, or other legal processes, or to establish or exercise our legal rights or to defend against legal claims. We may also disclose your personally identifiable information when we believe it is necessary or desirable in order to investigate, prevent, or take action regarding illegal activities, suspected fraud, situations involving potential threats to the physical safety of any person, violations of our Terms of Service, and/or to protect our rights and property. How We Share Your Personal Information. We will not share the personal information you provide except with your explicit permission. Our business needs may change from time to time and we reserve the right to make changes to our Privacy Policy. Unless stated otherwise, our current Privacy Policy applies to all information that we have about you and your account. We will not materially change our policies and practices to make them less protective of customer information collected in the past without the consent of affected customers. Our operations and maintenance contractors sometimes have limited access to your personally identifiable information in the course of providing products or services to the Business Mom Summit. These contractors include vendors and suppliers that provide us with credit card processing, email distribution technology, services, and/or content for the operation and maintenance of our Website. Access to your personally identifiable information by these contractors is limited to the information reasonably necessary for the contractor to perform its limited function. We also contractually require that our operations and maintenance contractors 1) protect the privacy of your personally identifiable information consistent with this Privacy Policy, and 2) use or disclose your personally identifiable information for any purpose other than providing us with products and services as required by law. Business Mom Summit is committed to handling your customer information with high standards of information security. We maintain physical, electronic and procedural safeguards that comply with federal regulations to guard your nonpublic personal information. Use and Disclosure of Anonymous Information. We sometimes use the non-personally identifiable information that we collect to improve the design and content of our site and to enable us to personalize your Internet experience. We also may use this information in the aggregate to analyze how our site is used, as well as to offer you products, programs or services. We may also share aggregate information with others, including affiliated companies and non-affiliated companies. Collection of Information by Others. Our site may contain links to other sites whose information practices may be different than ours. You should check the other sites’ privacy notices since we have no control over information that is submitted to or collected by them. Cookies. To enhance your online experience with us, many of our web pages use “cookies.” Cookies are text files placed on your hard disk by our web server to store your preferences. Cookies, by themselves, do not tell us your e-mail address or other personally identifiable information unless you choose to provide this information to us. However, once you choose to provide personally identifiable information, this information may be linked to the data stored in the cookie. Cookies cannot be used to run programs or deliver viruses to your computer. We use cookies as a convenience feature to save you time, to understand how our site is used, and to improve the content and offerings on our site. For example, we may use cookies to personalize your experience at our web pages or recall your specific information on subsequent visits (e.g. to recognize you by name when you return to our site). You can opt to have your browser reject cookies without any effect on your use of our site. If you do that, you may need to re-register with us every time you visit our site in order to participate in certain promotions. You should also know that companies that advertise on our website (and their agents) might use their own cookies. This policy does not cover how these companies use their cookies.
Discussions and Community Tools; Testimonials. You agree that any information you submit to us through info@businessmomsummit.com may be used for promotional purposes. Because of the public nature of some of our services, you should exercise caution when deciding to disclose any personal information. We may also use a limited amount of information, such as first name, last initial and your town and state in marketing materials on the website. Your registration constitutes consent to this use. International Users. If you are visiting Business Mom Summit from a location outside of the United States, your connection will be through and to servers located in the United States, and all information you provide will be processed and securely maintained in our web servers and internal systems located within the United States. By using Business Mom Summit you authorize and specifically consent to the transfer of your personal information to the USA and its storage and use as specified above when you provide such information to us. How You Can Access or Correct Your Personal Information. For instructions on how you can access the personally identifiable information that we have collected about you online, or how to correct any errors in such information, please contact us at info@businessmomsummit.com. To protect your privacy and security, we may take reasonable steps to help verify your identity before granting access or making corrections. Duty To Read I accept that under this agreement, I have a duty to read this sales agreement and disclosure policy, and have done so. Furthermore, I understand and accept that I am precluded from using a lack of reading as a defense against all remedies contained herein.
PRIVACY POLICY Disclosure Regarding Collection and Use of Personal Information Last Updated January 1st, 2020 Thank you for visiting the Business Mom Summit. This notice explains our online information collection and use practices and the choices you can make about the way we use and share such information. Please take the time to read and understand this policy so that you can understand how we use your personal information. The Information We Collect. Business Mom Summit collects the following information: First Name, and E-mail We also may collect certain non-personally identifiable information (i.e. generic information that does not identify you personally) when you visit any of our web pages such as the type of browser you are using (e.g., Internet Explorer, Safari, Firefox), the type of operating system you are using, (e.g., Windows or Mac) and the domain name of your Internet service provider. How We Use and Disclose the Information. We will use the personal information you provide online for the purpose(s) you have submitted. Your First Name, Email Address, will be used to send you the summit related content that you request. In addition, we may send you emails offering products or services which we think you may be interested in. If you want us to stop using the personal information you provided in these ways, please click the unsubscribe link on the bottom of any communication from the Business Mom Summit. We may disclose your personally identifiable information in response to subpoenas, court orders, or other legal processes, or to establish or exercise our legal rights or to defend against legal claims. We may also disclose your personally identifiable information when we believe it is necessary or desirable in order to investigate, prevent, or take action regarding illegal activities, suspected fraud, situations involving potential threats to the physical safety of any person, violations of our Terms of Service, and/or to protect our rights and property. How We Share Your Personal Information. We will not share the personal information you provide except with your explicit permission. Our business needs may change from time to time and we reserve the right to make changes to our Privacy Policy. Unless stated otherwise, our current Privacy Policy applies to all information that we have about you and your account. We will not materially change our policies and practices to make them less protective of customer information collected in the past without the consent of affected customers. Our operations and maintenance contractors sometimes have limited access to your personally identifiable information in the course of providing products or services to the Business Mom Summit. These contractors include vendors and suppliers that provide us with credit card processing, email distribution technology, services, and/or content for the operation and maintenance of our Website. Access to your personally identifiable information by these contractors is limited to the information reasonably necessary for the contractor to perform its limited function. We also contractually require that our operations and maintenance contractors 1) protect the privacy of your personally identifiable information consistent with this Privacy Policy, and 2) use or disclose your personally identifiable information for any purpose other than providing us with products and services as required by law. Business Mom Summit is committed to handling your customer information with high standards of information security. We maintain physical, electronic and procedural safeguards that comply with federal regulations to guard your nonpublic personal information. Use and Disclosure of Anonymous Information. We sometimes use the non-personally identifiable information that we collect to improve the design and content of our site and to enable us to personalize your Internet experience. We also may use this information in the aggregate to analyze how our site is used, as well as to offer you products, programs or services. We may also share aggregate information with others, including affiliated companies and non-affiliated companies. Collection of Information by Others. Our site may contain links to other sites whose information practices may be different than ours. You should check the other sites’ privacy notices since we have no control over information that is submitted to or collected by them. Cookies. To enhance your online experience with us, many of our web pages use “cookies.” Cookies are text files placed on your hard disk by our web server to store your preferences. Cookies, by themselves, do not tell us your e-mail address or other personally identifiable information unless you choose to provide this information to us. However, once you choose to provide personally identifiable information, this information may be linked to the data stored in the cookie. Cookies cannot be used to run programs or deliver viruses to your computer. We use cookies as a convenience feature to save you time, to understand how our site is used, and to improve the content and offerings on our site. For example, we may use cookies to personalize your experience at our web pages or recall your specific information on subsequent visits (e.g. to recognize you by name when you return to our site). You can opt to have your browser reject cookies without any effect on your use of our site. If you do that, you may need to re-register with us every time you visit our site in order to participate in certain promotions. You should also know that companies that advertise on our website (and their agents) might use their own cookies. This policy does not cover how these companies use their cookies.
Discussions and Community Tools; Testimonials. You agree that any information you submit to us through info@businessmomsummit.com may be used for promotional purposes. Because of the public nature of some of our services, you should exercise caution when deciding to disclose any personal information. We may also use a limited amount of information, such as first name, last initial and your town and state in marketing materials on the website. Your registration constitutes consent to this use. International Users. If you are visiting Business Mom Summit from a location outside of the United States, your connection will be through and to servers located in the United States, and all information you provide will be processed and securely maintained in our web servers and internal systems located within the United States. By using Business Mom Summit you authorize and specifically consent to the transfer of your personal information to the USA and its storage and use as specified above when you provide such information to us. How You Can Access or Correct Your Personal Information. For instructions on how you can access the personally identifiable information that we have collected about you online, or how to correct any errors in such information, please contact us at info@businessmomsummit.com. To protect your privacy and security, we may take reasonable steps to help verify your identity before granting access or making corrections. Duty To Read I accept that under this agreement, I have a duty to read this sales agreement and disclosure policy, and have done so. Furthermore, I understand and accept that I am precluded from using a lack of reading as a defense against all remedies contained herein.
The event organiser is using the HeySummit platform to operate this event. In addition to any terms and conditions or privacy policy provided above, the following terms apply for using the HeySummit Platform.
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).