Effective date: November 5th, 2020
Updated on: March 18th, 2021
Customers Terms of Service
These Customer Terms of Service, together with all Order Forms and exhibits thereto, if applicable (collectively, this “Agreement“), set forth the terms and conditions under which the applicable Remo Contracting Entity specific in Section 11.10 below (“Remo“), will provide you (“Customer”) with access to the Remo Service.
Access and Use
- Support. Unless otherwise specified on an applicable Order Form, Remo will use commercially reasonable efforts to provide 24/7 standard email and chat support to Authorized Users.
- Additional Services. During the term hereof, Remo may agree to provide Customer with such additional services as are set forth on any Order Forms executed hereunder. Except as specified herein, nothing in this Agreement or in any Order Form shall be construed as a guarantee of future services outside the scope of any executed Order Form.
- Suspension of Access. Notwithstanding anything to the contrary in this Agreement, Remo may temporarily suspend Customer’s or any Authorized User’s access to any portion or all of the Service if: (i) Remo reasonably determines that (A) there is a threat or attack on any of the Remo IP, (B) Customer’s or any Authorized User’s use of the Service disrupts or poses a security risk to the Remo IP or to any other customer or vendor of Remo, (C) Customer or any Authorized User is using the Remo IP for fraudulent or illegal activities or otherwise in violation of the terms of this Agreement, including any Order Forms; or (D) Remo’s provision of the Service to Customer or any Authorized User is prohibited by applicable law, or (ii) any vendor of Remo has suspended or terminated Remo’s access to or use of any third-party services or products required to enable Customer to access the Service (any such suspension, a “Service Suspension”). Remo shall use commercially reasonable efforts to provide written notice of any Service Suspension to Customer and, in cases of Service Suspensions, to provide updates regarding resumption of access to the Service following any Service Suspension. In cases of Service Suspensions, Remo shall use commercially reasonable efforts to resume providing access to the Service as soon as reasonably practicable after the event giving rise to the Service Suspension is cured. Remo shall have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Customer or any third party may incur as a result of a Service Suspension.
- Fees Generally. Customer shall pay to Remo the fees set forth in any applicable Order Form , or, in the event Customer is not provided with an Order Form, Customer shall pay to Remo the then current fees for the applicable subscription plan selected by Customer at https://remo.co/conference-pricing/ (each a “Subscription Plan”). Remo reserves the right to change the features included in Subscription Plans, the price of the Subscription Plans and the structure of the Subscription Plans at any time.
- Timing of Payment. Unless otherwise indicated on an Order Form, all fees shall be paid in advance. Customer shall pay for recurring Subscription Plans every month or year in advance, on the day of the month the subscription was created.
- Method of Payment. Unless Remo states otherwise in writing, all amounts due and payable hereunder shall be paid (a) in U.S. Dollars, and (b) by check or cash in immediately available funds to an account designated by Remo, by credit/debit card via an authorized Remo payment processor, or by any other method approved in writing by Remo. Payment processing services for Remo, including the processing and storing of credit card data, are provided by Stripe Payments Europe, Ltd. (“Stripe”) and are subject to the Stripe Services Agreement (“Stripe Services Agreement”). By agreeing to these terms or continuing to operate as a Remo customer, you agree to be bound by the Stripe Services Agreement, as the same may be modified by Stripe from time to time. As a condition of Remo enabling payment processing services through Stripe, you agree to provide Remo accurate and complete information about you and your business solely to the extent necessary for payment processing services, and you authorize Remo to share with Stripe Payments Europe, Ltd. this information and transaction information solely to the extent required related to your use of the payment processing services provided by Stripe. Subscription management services for Remo, including processing and storing subscribers information, are provided by ChargeBee INC. (“ChargeBee”) and are subject to the ChargeBee Terms of Service (“ChargeBee Terms of Service“). By agreeing to these terms or continuing to operate as a Remo customer, you agree to be bound by the ChargeBee Terms of Service, as the same may be modified by ChargeBee from time to time.
- Interest and Taxes. Interest on any late payments will accrue at the rate of 5% per month, or the highest rate permitted by applicable Laws (as defined in Section 7.2), whichever is lower, from the date such amount is due until the date such amount is paid in full. Customer will be responsible for, and will pay all sales and similar taxes, and all similar fees levied upon the provision of the Service, excluding only taxes based solely on Remo’s net income.
Customer Restrictions and Responsibilities
- Restrictions on Use of Service. Customer shall not use the Service for any purposes beyond the scope of the access granted in this Agreement. Except as expressly authorized by this Agreement, Customer may not and shall not permit any Authorized Users to: (a) modify, disclose, alter, translate or create derivative works of the Service or the Documentation (or any components of the foregoing); (b) sublicense, resell, distribute, publish, lease, rent, lend, transfer, assign or otherwise make available the Service or the Documentation (or any components of the foregoing); (c) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any source code, object code, or underlying structure, ideas, algorithms or any software component of the Service, in whole or in part; (d) use the Service to store or transmit any viruses, software routines or other code designed to permit unauthorized access, to disable, erase or otherwise harm software, hardware or data, or to perform any other harmful actions; (e) use the Service or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable Laws; or (f) remove any proprietary notices from the Service or Documentation. Customer will use best efforts to prevent unauthorized access to, and use of, any passwords, and will immediately notify Remo in writing of any unauthorized use that comes to Customer’s attention.
- Customer Responsibilities. Customer shall be solely responsible for: (a) obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Service; (b) maintaining the security of Customer’s infrastructure, equipment, accounts, passwords (including but not limited to administrative and user passwords) and files; and (c) all acts and omissions of Authorized Users and Customer affiliates in connection with their use of the Service.
- Definition. “Confidential Information” means all information disclosed (whether in oral, written, or other tangible or intangible form) by one Party (the “Disclosing Party”) to the other Party (the “Receiving Party”) concerning or related to this Agreement or the Disclosing Party (whether before, on, or after the Effective Date) that is marked “Confidential” or “Proprietary” or with similar designation by the Disclosing Party, or that otherwise should reasonably be deemed to be confidential based on the context and nature of the information.
- Obligations. The Receiving Party shall maintain in confidence the Confidential Information during the Term and for a period of three (3) years thereafter, and will not use such Confidential Information except as expressly permitted in this Agreement; provided, however, that any trade secrets shall be treated confidentially for so long as such information qualifies for protection as trade secret under applicable law. The Receiving Party will use the same degree of care in protecting the Confidential Information as the Receiving Party uses to protect its own confidential and proprietary information from unauthorized use or disclosure, but in no event less than reasonable care. Confidential Information will be used by the Receiving Party solely for the purpose of carrying out the Receiving Party’s obligations under this Agreement. In addition, the Receiving Party will only disclose Confidential Information to its directors, officers, employees and/or contractors who have a need to know such Confidential Information in order to perform their duties under this Agreement, and only if such directors, officers, employees and/or contractors are bound by confidentiality obligations with respect to such Confidential Information no less restrictive than the non-disclosure obligations contained in this Section 4.2. Each Party agrees that the terms and conditions of this Agreement will be treated as Confidential Information of both Parties and will not be disclosed to any third party; provided, however, that each Party may disclose the terms and conditions of this Agreement (a) to such Party’s legal counsel, accountants, banks, financing sources and their advisors, (b) in connection with the enforcement of this Agreement or rights under this Agreement, or (c) in connection with an actual or proposed merger, acquisition, or similar transaction.
- Exceptions. Notwithstanding anything to the contrary herein, Confidential Information will not include information that: (a) is in or enters the public domain without breach of this Agreement through no fault of the Receiving Party; (b) the Receiving Party can reasonably demonstrate was in its possession prior to first receiving it from the Disclosing Party; (c) the Receiving Party can demonstrate was developed by the Receiving Party independently, and without use of or reference to, the Confidential Information; or (d) the Receiving Party receives from a third party without restriction on disclosure and without breach of a nondisclosure obligation. In addition, the Receiving Party may disclose Confidential Information that is required to be disclosed by applicable Laws or by a subpoena or order issued by a court of competent jurisdiction or other governmental authority (each, an “Order”), but solely on the conditions that the Receiving Party: (i) to the extent permitted by applicable Laws, gives the Disclosing Party written notice of the Order promptly after receiving it; and (ii) cooperates fully with the Disclosing Party before disclosure to provide the Disclosing Party with the opportunity to interpose any objections it may have to the disclosure of the information required by the Order and seek a protective order or other appropriate relief.
- Remedies. The Receiving Party acknowledges that any unauthorized disclosure of Confidential Information may result in irreparable injury to the Disclosing Party, which injury could not be adequately compensated by the payment of money damages. In addition to any other legal and equitable remedies that may be available, the Disclosing Party will be entitled to seek injunctive relief against any breach or threatened breach by the Receiving Party of the confidentiality obligations hereunder, from any court of competent jurisdiction, without being required to show any actual damage or irreparable harm, prove the inadequacy of its legal remedies, or post any bond or other security.
- Suspected Data Breach. In the event that Customer believes that a data breach has occurred through, or due to, the Service, Customer will promptly contact Remo via email at [email protected] and, unless prohibited by law, will give Remo adequate time to investigate and respond to such claim before making any disclosure of the claimed data breach to a third party. Remo will promptly investigate any properly reported claims.
Intellectual Property Rights
- Remo IP. Customer acknowledges that, as between Customer and Remo, Remo owns all right, title, and interest, including all intellectual property rights, in and to the Service, the Documentation, and any and all intellectual property provided to Customer or any Authorized User in connection with the foregoing (“Remo IP”). For the avoidance of doubt, Remo IP includes Remo Analytic Data and any information, data, or other content derived from Remo’s monitoring of Customer’s access to or use of the Service, but does not include Customer Data.
- Reservation of Rights. Remo reserves all rights not expressly granted to Customer in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party any intellectual property rights or other right, title, or interest in or to the Remo IP.
- Feedback. If Customer or any of its Authorized Users submits written suggestions or recommended changes to the Remo IP, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (collectively, the “Feedback”), Remo is free to use such Feedback irrespective of any other obligation or limitation between the Parties governing such Feedback. Customer hereby assigns to Remo, on Customer’s behalf and on behalf of its Authorized Users and/or agents, all intellectual property rights in and to the Feedback, for any purpose whatsoever, although Remo is not required to use any Feedback.
- Use of Customer Marks. Customer shall own and retain all right, title and interest in and to the name, logo, trademarks and service marks relating to Customer’s business and all intellectual property rights related thereto. Notwithstanding the foregoing, Remo shall have the right to use the Customer’s name for promotional purposes on its website and marketing materials solely to refer to Customer as a customer of Remo.
- Ownership of Customer Data. Remo acknowledges that, as between Remo and Customer, Customer owns all right, title, and interest, including all intellectual property rights, in and to the Customer Data (as defined below).Customer hereby grants to Remo a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display the Customer Data and perform all acts with respect to the Customer Data as may be necessary for Remo to provide the Service to Customer. As used herein, “Customer Data” means, other than Remo Analytics Data, information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Customer or an Authorized User through the Service.
- Analytics Data. Customer acknowledges and agrees that Remo may monitor, collect, use and store anonymous and aggregate statistics regarding use of the Service and/or any individuals or entities that interact with the Service (collectively, “Remo Analytic Data”). Customer grants Remo and its affiliates, an unlimited, perpetual, irrevocable, royalty-free, worldwide license to use Customer Data incorporated within the Remo Analytic Data for any internal business purpose.Remo reserves the right to edit floor plans as it pertains to preserving functionality within the Remo platform.
Representations, Warranties and Remedies
- Remo’s Representations and Warranties. Remo represents and warrants that, when accessed and used in accordance with this Agreement and the Documentation, the Service will conform, in all material respects, to the Documentation and any other specifications set forth in the applicable Order Form. The foregoing warranty does not apply, and Remo strictly disclaims all warranties, with respect to any Third-Party Services (as defined below).
- Customer’s Representations and Warranties. Customer represents and warrants that Customer: (a) will use the Service only in compliance with this Agreement and all applicable local, state, federal and international laws and regulations, rules, orders, and ordinances (collectively, “Laws”); and (b) shall not infringe upon any third party’s rights in its use of the Service.
- Disclaimer. EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTION 7.1, THE REMO IP IS PROVIDED “AS IS” AND REMO DISCLAIMS ANY AND ALL REPRESENTATIONS OR WARRANTIES (EXPRESS OR IMPLIED, ORAL OR WRITTEN), WHETHER ALLEGED TO ARISE BY OPERATION OF LAW, BY REASON OF CUSTOM OR USAGE IN THE TRADE, BY COURSE OF DEALING OR OTHERWISE, INCLUDING ANY AND ALL: (A) WARRANTIES OF MERCHANTABILITY; (B) WARRANTIES OF FITNESS OR SUITABILITY FOR ANY PURPOSE (WHETHER OR NOT REMO KNOWS, HAS REASON TO KNOW, HAS BEEN ADVISED, OR IS OTHERWISE AWARE OF ANY SUCH PURPOSE); AND (C) WARRANTIES OF NONINFRINGEMENT OR CONDITION OF TITLE. EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTION 7.1, REMO MAKES NO WARRANTY OF ANY KIND THAT THE REMO IP, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET CUSTOMER’S OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE.
- Remo Indemnity. Remo, at its sole expense, will defend Customer and its affiliates, directors, officers, employees and agents (“Customer Indemnitees”) from and against any and all third-party claims, suits, actions or proceedings (each a “Claim”) and indemnify Customer from any related damages, payments, deficiencies, fines, judgments, settlements, liabilities, losses, costs and expenses (including, but not limited to, reasonable attorneys’ fees, costs, penalties, interest and disbursements) (collectively, “Losses”) that are awarded by a court of competent jurisdiction or included in a settlement approved, in advance and in writing, by Remo to the extent arising from or relating to a Claim that the Service infringes the intellectual property rights of any third party. In the event of a Claim pursuant to this Section 8.1, Remo may, at its option and expense (i) obtain for Customer the right to continue to exercise the rights granted to Customer under this Agreement; (ii) substitute the allegedly infringing component for an equivalent non-infringing component; or (iii) modify the Service to make it non-infringing. If none of subparts (i), (ii), or (iii) in the foregoing sentence are obtainable on commercially reasonable terms, Remo may terminate this Agreement, effective immediately, by written notice to Customer. Upon a termination of this Agreement pursuant to this Section 8.1, Customer must cease using the Remo IP and Remo will refund the fees Customer paid to Remo for the Service adjusted pro-rata for any period during the term of this Agreement when the Service was provided to Customer. Remo’s indemnification obligations do not extend to Claims to the extent arising from or relating to: (A) any use of the Service in combination with any equipment, software, data or any other materials not provided or approved by Remo; (B) any modification to the Service not expressly authorized by Remo; (C) the use of the Service by Customer in a manner contrary to the terms of this Agreement where the infringement would not have occurred but for such use; (D) Customer Data; or (E) Third-Party Services.
- Customer Indemnity. Customer, at its sole expense, will defend Remo and its affiliates, directors, officers, employees and agents (“Remo Indemnitees”) from and against any Claims and indemnify Remo Indemnitees from any related Losses that are awarded by a court of competent jurisdiction or included in a settlement approved, in advance and in writing, by Customer to the extent arising from or relating to a Claim that the Customer Data, or any use of the Customer Data in accordance with this Agreement, infringes the intellectual property rights of any third party.
- Procedures. The obligations of each Party to indemnify the other pursuant to this Section 8 are conditioned upon the indemnified Party: (a) giving prompt written notice of the Claim to the indemnifying Party once the indemnified Party becomes aware of the Claim (provided that failure to provide prompt written notice to the indemnifying Party will not alleviate an indemnifying Party’s obligations under Section 8 to the extent any associated delay does not materially prejudice or impair the defense of the related Claims); (b) granting the indemnifying Party the option to take sole control of the defense (including granting the indemnifying Party the right to select and use counsel of its own choosing) and settlement of the Claim (except that the indemnified Party’s prior written approval will be required for any settlement that reasonably can be expected to require an affirmative obligation of the indemnified Party); and (c) providing reasonable cooperation to the indemnifying Party and, at the indemnifying Party’s request and expense, assistance in the defense or settlement of the Claim.
- Sole Remedy. THIS SECTION 8 SETS FORTH CUSTOMER’S SOLE REMEDIES AND REMO’S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE SERVICE INFRINGES, MISAPPROPRIATES, OR OTHERWISE VIOLATES ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.
Limitation of Liability
TO THE EXTENT PERMITTED BY APPLICABLE LAW, (A) NEITHER PARTY WILL BE LIABLE FOR ANY LOST DATA, LOSS OF PROFITS, BUSINESS INTERRUPTION, REPLACEMENT SERVICE OR ANY INDIRECT, SPECIAL, INCIDENTAL, RELIANCE OR CONSEQUENTIAL DAMAGES OF ANY KIND, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE; AND (B) EACH PARTY’S AGGREGATE LIABILITY TO THE OTHER PARTY WILL NOT EXCEED THE FEES ACTUALLY PAID BY CUSTOMER TO REMO DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT WHICH GAVE RISE TO SUCH LIABILITY.
Term, Termination and Effect of Termination
- Term. This Agreement commences upon the Effective Date and continues in effect through the duration of all Order Forms or Subscription Plans hereunder, unless terminated earlier according to this Section 10 (the “Term”). Each Order Form shall specify a term applicable to such Order Form. Should Customer hold no active Order Form or Subscription Plan, this Agreement will be deemed terminated.
- Termination. Notwithstanding Section 10.1, either Party may terminate this Agreement as follows: (a) if the other Party materially breaches this Agreement (including, without limitation, in the case of Customer, nonpayment of fees when due and use of the Service in any unauthorized manner) and does not remedy such failure within thirty days after its receipt of written notice of such breach (unless the breach is of a nature that is incapable of being incurred, in which case the non-breaching Party may terminate this Agreement immediately upon written notice); (b) if the other Party terminates its business activities or becomes insolvent, admits in writing to inability to pay its debts as they mature, makes an assignment for the benefit of creditors, or becomes subject to direct control of a trustee, receiver or similar authority; or (c) as otherwise expressly set forth in this Agreement.
- Effect of Termination. Upon any termination of this Agreement: (a) any rights granted to Customer under this Agreement with respect to the Remo IP and the Service will immediately cease, (b) Customer shall immediately pay to Remo all amounts due and payable up to and through the effective date of termination, (c) except for a termination by Customer pursuant to Section 10.2(a), Remo shall have no obligation to refund any prepaid fees, and (d) the Receiving Party will, at the option of the Disclosing Party, promptly return to the Disclosing Party or destroy all Confidential Information of Disclosing Party then in the Receiving Party’s possession. Notwithstanding any terms to the contrary in this Agreement, any provision of this Agreement that, by its nature and context, is intended to survive this Agreement (including, without limitation, Customer’s obligation to pay any unpaid fees and Sections 4 through 11, inclusive) will survive any termination of this Agreement.
- Independent Contractors. Neither Party will, for any purpose, be deemed to be an agent, franchisor, franchise, employee, representative, owner or partner of the other Party, and the relationship between the Parties will only be that of independent contractors. Neither Party will have any right or authority to assume or create any obligations or to make any representations or warranties on behalf of any other Party, whether express or implied, or to bind the other Party in any respect whatsoever.
- Governing Law and Venue. This Agreement will be governed by and construed in accordance with the internal laws of the State of Delaware, without regard to the conflicts of laws provisions of any jurisdiction. The state or federal court in Delaware will be the jurisdiction in which any suits should be filed if they relate to this Agreement. If a Party initiates any proceeding regarding this Agreement, the prevailing Party to such proceeding is entitled to reasonable attorneys’ fees and costs for claims arising out of this Agreement.
- Third-Party Services. Customer acknowledges and agrees that Remo uses third-party services (including hosting infrastructures) in connection with the Service (the “Third-Party Services”). For purposes of this Agreement, such Third-Party Services may be subject to their own terms and conditions.
- Assignment. Neither this Agreement nor any right or duty under this Agreement may be transferred, assigned or delegated by either Party, by operation of applicable Laws or otherwise, without the prior written consent of other Party, and any attempted transfer, assignment or delegation without such consent will be void and without effect. Notwithstanding the foregoing, either Party may assign its rights and obligations hereunder to an affiliate or in connection with a merger, reorganization, consolidation, or sale of all or substantially all of its assets. Subject to the foregoing, this Agreement will be binding upon, will inure to the benefit of the Parties and their respective representatives, heirs, administrators, successors and permitted assigns.
- Amendments and Waivers. No modification, addition or deletion, or waiver of any rights under this Agreement will be binding on a Party unless in writing and signed by a duly authorized representative of each Party. No failure or delay (in whole or in part) on the part of a Party to exercise any right or remedy hereunder will operate as a waiver thereof or effect any other right or remedy. All rights and remedies hereunder are cumulative and are not exclusive of any other rights or remedies provided hereunder or by applicable Laws. The waiver of one breach or default or any delay in exercising any rights will not constitute a waiver of any subsequent breach or default.
- Notices. Any notice or communication required or permitted to be given hereunder must be in writing, and may be delivered by hand, deposited with an overnight courier, sent by confirmed email or facsimile, or mailed by registered or certified mail, return receipt requested, postage prepaid, in each case to the address of the receiving Party as identified on the Order Form or at such other address as may hereafter be furnished in writing by either Party to the other Party. Such notice will be deemed to have been given as of the date it is delivered. Notice is effective on the earlier of 10 days from being deposited for delivery or the date on the confirmed facsimile, confirmed email or courier receipt.
- Severability. If any provision of this Agreement is invalid, illegal, or incapable of being enforced by any rule of law or public policy, all other provisions of this Agreement will nonetheless remain in full force and effect. Upon such determination that any provision is invalid, illegal, or incapable of being enforced, the Parties will negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled.
- Force Majeure. Excluding Customer’s payment obligations hereunder, neither Party will be responsible for any failure to perform or delay attributable in whole or in part to any cause beyond its reasonable control including, but not limited to, acts of God (fire, storm, floods, earthquakes, etc.), a pandemic, acts of terrorism, civil disturbances, disruption of telecommunications, disruption of power or other essential services, interruption or termination of any Third-Party Services, labor disturbances, vandalism, cable cut, computer viruses or other similar occurrences, or any malicious or unlawful acts of any third party (a “Force Majeure Event”).
- Remo Contracting Party. “Remo Contracting Party” means the party identified in the table below, based on the country associated with Customer’s tax registration and/or billing address (“Customer Country”). If Customer changes its Customer Country to one identified to a different Remo Contracting Party below, Customer agrees that this Agreement is then assigned to the new Remo Contracting Party without any further action required by either Party.