Effective July 11, 2021
- Terms of Service Agreement
We want to thank you for using Webinar Engine’s products, platform, services, websites, and apps (“Collectively, The “Services”). Our customers are our most valuable assets and the most important aspect of our business and we appreciate you looking to Webinar Engine to further your business. Webinar Engine offers our customers a platform to create and host their virtual events and conduct a’la carte digital businesses.
The Site is provided as a service to our customers. These Terms govern your use of the Site. By using the Site, you agree to be bound by these Terms. If you do not agree to these Terms, please do not use or access the Site. Your use of the Site constitutes your agreement to follow and be bound by these Terms.
If you will be using the Service on behalf of an entity or other organization, you agree to these Terms on behalf of that entity or organization and you represent that you have such authority. “You” and “your” will refer to that entity or organization. The Webinar Engine services are not available to persons or entities who are not legally eligible to be bound by these Terms of Service.
When you subscribe to our Platform or otherwise use or access our Services, Products or Website, you agree to be bound by these Terms and applicable laws, rules, and regulations. You may be asked to click “I accept” at the appropriate place prior to your purchase of access to our Platform. At such time, if you do not click “I accept”, you may not be able to complete your purchase or access our Services. If you do not agree to these Terms, please do not use our products in any way.
Webinar Engine comprises a suite of tools for creators and we are not an educational institution, marketplace, or content provider. Our users, entrepreneurs, customers, and partners are not our employees. We are not responsible for any interactions between you and your customers, students, subscribers, or users (collectively, “End-Users”), other than providing the technology for you to make your content available. We are in no way liable for any disputes, claims, losses, injuries, or damage of any kind that may arise out of your relationship with your End-User, including any End-Users reliance upon any information or content that you provide.
If You order Services through any registration pages on the Website or an order form (each an ”Order Form”), the Order Form may contain additional terms and conditions and information regarding the Services you are ordering. Unless otherwise expressly set forth in any such additional terms and conditions applicable to the specific Service which You choose to use, those additional terms are hereby incorporated into this Agreement in relation to Your use of that Service.
System Requirements. Use of the Services requires one or more compatible devices, Internet access (fees may apply), and certain software (fees may apply), and may require obtaining updates or upgrades from time to time. Because use of the Services involves hardware, software, and Internet access, your ability to access and use the Services may be affected by the performance of these factors. High speed Internet access is recommended. You acknowledge and agree that such system requirements, which may be changed from time to time, are your responsibility.
- Terms Modification
The Company may modify this Terms of Service at any time by publishing a revised version on the Site. We reserve the right to update or modify these Terms at any time without prior notice. We encourage you to review the Terms whenever you use or access the Site.
By continuing to use the Site after the effective date of any modifications to Terms and Conditions, you agree to be bound by the modified terms.
- Parties to The Terms of Service Agreement
Visitors, viewers, users, subscribers, members, affiliates, or customers, collectively referred to herein as ”Visitors,” are parties to this agreement. The website and its owners and/or operators are parties to this agreement, herein referred to as ”Webinar Engine”, ”Website,” “Us”, ”We”, or “Company”.)
- Minimum Age.
By accepting these terms and conditions, you certify that you are 18 years old or older. If you are under the age of 18, but at least 13 years of age, you may use this website only under the supervision of a parent or legal guardian who agrees to be bound by these Terms and Service.
- Promotions, Bonus Materials and Mailings.
You have the option, but not obligation, to sign up and receive free offers, bonuses and promotional materials from us. Should you do so, you are agreeing to receive further emailings from us of a commercial nature.
- Email Communications.
- Your Content
7.1 You Retain Ownership and Responsibility of Your Content. You retain ownership of all of your intellectual property rights in your Content. “Content” means software (including machine images), data, text, audio, video or images, and personal data. Webinar Engine does not claim ownership over any of your Content. These Terms do not grant us any licenses or rights to your Content except for the limited rights needed for us to provide the Product to you, and as otherwise described in the Terms.
You represent and warrant to us that: (a) you own or have the necessary licenses, rights, consents, or permissions to use or publish the Content that you include, submit, or use through our Product; and (b) none of your Content or your End-Users’ use of your Content or the Product will violate any applicable laws or the Acceptable Use Policy. (c) You are responsible for compliance will all recording laws when you choose to record Webinar Engine meetings and webinars. (d) You are solely responsible for determining the fees you charge your End-Users for use and/or access to your Content, webpage(s), and products.(e) You are responsible for the activities of all End Users who access or use the Services through your account and you agree to ensure that any such End User will comply with the terms of this Agreement and any Webinar Engine policies.
7.3. Webinar Engine’s Right to Use Your Name. Webinar Engine shall have the non-exclusive right and license to use the names, trademarks, service marks, and logos associated with your business to promote our Service and or run targeted marketing promotions of a collective nature (Part of marketing service run on behalf of our customers). Any goodwill arising from the use of your name and logo will inure to your benefit.
7.4. Claims for Intellectual Property Infringement. Webinar Engine fully respects the intellectual property rights of others and we expect our users to do the same. If you believe a Webinar Engine user is infringing upon your intellectual property rights, you may report it to us by contacting us at firstname.lastname@example.org. If the claim is for alleged copyright infringement, we are required to respond in accordance with the Digital Millennium Copyright Act (DMCA). If you believe that your work has been exploited in a way that constitutes copyright infringement, you may notify us in accordance with our `Copyright (“DMCA”) Policy.
7.5. Complaints and Violations. Webinar Engine may investigate any complaints and violations that come to its attention and may take any (or no) action that it believes is appropriate, including, but not limited to issuing warnings, removing the content or terminating accounts and/or User profiles. Under no circumstances will Webinar Engine be liable in any way for any data or other content viewed while using the Services, including, but not limited to, any errors or omissions in any such data or content, or any loss or damage of any kind incurred as a result of the use of, access to, or denial of access to any data or content.
7.5. Non-Exclusive Services. We reserve the right to provide our Services to your competitors and make no promise of exclusivity in any particular market segment. You further acknowledge and agree that Webinar Engine employees and contractors may also be Webinar Engine customers and that they may compete with you, although they may not use your Content or confidential information in doing so.
- Your Submissions
By submitting, posting, uploading, displaying, performing, transmitting, or otherwise distributing information or other content (”User Content”) to the site, you are granting Webinar Engine, its affiliates, officers, directors, employees, consultants, agents, and representatives a permanent, non-exclusive license to use User Content in connection with the operation of the Internet businesses of Webinar Engine, its affiliates, officers, directors, employees, consultants, agents, and representatives, including without limitation, a right to copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, translate, and reformat User Content. You will not be compensated for any User Content. You agree that Webinar Engine, may publish or otherwise disclose your name in connection with your User Content. By posting User Content on the site, you warrant and represent that you own the rights to the User Content or are otherwise authorized to post, distribute, display, perform, transmit, or otherwise distribute User Content.
Any communication between you and the website is deemed a submission. All submissions, including portions thereof, graphics contained thereon, or any of the content of the submission, may be used, without further permission, for commercial or promotional use without additional consideration of any kind.
9.4. Security. Webinar Engine will store and process your Content in a manner consistent with industry security standards. We have implemented appropriate technical, organizational, and administrative systems, policies, and procedures designed to help ensure the security, integrity, and confidentiality of your Content and to mitigate the risk of unauthorized access to or use of your Content.
If Webinar Engine becomes aware of any unauthorized or unlawful access to, or acquisition, alteration, use, disclosure, or destruction of, personal data related to your account (“Security Incident”), we will take reasonable steps to notify you without undue delay, but no later than 72-hours of becoming aware of the Security Incident. Webinar Engine will also reasonably cooperate with you in regards to any investigations relating to a Security Incident by helping to prepare any required notices and providing any other information reasonably requested by you in relation to any Security Incident, where such information is not already available to you in your account or online through updates provided by Webinar Engine, subject to our Guidelines for Legal Requests.
- Compliance with Intellectual Property Laws.
When accessing the site, you agree to respect the intellectual property rights of others. Your use of the site is at all times governed by and subject to laws regarding copyright ownership and use of intellectual property. You agree not to upload, download, display, perform, transmit, or otherwise distribute any information or content (collectively, ”Content”) in violation of any third party’s copyrights, trademarks, or other intellectual property or proprietary rights. You agree to abide by laws regarding copyright ownership and use of intellectual property, and you shall be solely responsible for any violations of any relevant laws and for any infringements of third party rights caused by any Content you provide or transmit, or that is provided or transmitted using your account (and or username). The burden of proving that any Content does not violate any laws or third-party rights rests solely with you. All Digital Millennium Copyright Act matters are processed pursuant to our DMCA Policy, which you may access via the DMCA link at the bottom of the page or from our “Policies” page.
- Webinar Engine’s Intellectual Property
11.1. Product License. Neither the Terms nor your use of the Service grants you ownership in the Product or any content you access through the Service (other than your Content). The Terms also do not grant you any right to use Webinar Engine’s trademarks or other brand elements. We or our licensors own all right, title, and interest in and to the Product, and all related technology and intellectual property rights. Subject to the Terms, we grant you a limited, revocable, non-exclusive, non-sublicensable, non-transferrable license to access and use the Service solely in accordance with the Terms. Except as provided in this Section 11.1, you obtain no rights from us, our affiliates, or our licensors to the Product, including any related intellectual property rights.
11.2. License Restrictions. Neither you nor any of your End-Users will use the Service in any manner or for any purpose other than as expressly permitted by the Terms. Neither you nor any of your End-Users will, or will attempt to (a) modify, distribute, alter, tamper with, repair, or otherwise create derivative works of any Product; (b) reverse engineer, disassemble, or decompile the Product or apply any other process or procedure to derive the source code of any software included in any Product (except to the extent applicable law doesn’t allow this restriction); (c) access or use the Service in a way intended to avoid incurring fees or exceeding usage limits or quotas; or (d) resell or sublicense the Service. You will not misrepresent or embellish the relationship between us and you (including by expressing or implying that we support, sponsor, endorse, or contribute to you or your business endeavours). You will not imply any relationship or affiliation between us and you.
11.3. Proprietary Rights. Webinar Engine and/or its suppliers, as applicable, retain ownership of all proprietary rights in the Services and in all trade names, trademarks, service marks, logos, and domain names (”Webinar Engine Marks”) associated or displayed with the Services. You may not frame or utilize framing techniques to enclose any Webinar Engine Marks, or other proprietary information (including images, text, page layout, or form) of Webinar Engine without express written consent. You may not use any meta tags or any other ”hidden text” utilizing Webinar Engine Marks without Webinar Engine’s express written consent.
- User Content
12.1. User Content. The Product may display content provided by others that Webinar Engine does not own. Such content is the sole responsibility of the entity that makes it available. Additionally, as stated in Section 7, you are responsible for your own Content and you must ensure that you have all the rights and permissions needed to use that Content in connection with the Product. Webinar Engine is not responsible for any actions you take with respect to your Content, including sharing it publicly. Please do not use any Content from or on our Product unless you have first obtained the permission of its owner or are otherwise authorized by law to do so.
12.2. Content Review. Webinar Engine does not have an obligation to monitor or review any Content submitted to the Product nor do we pre-screen any Content. You acknowledge that, in order to ensure compliance with legal obligations, Webinar Engine may be required to review certain content submitted to the Product to determine whether it is illegal or whether it violates these Terms, including our Acceptable Use Policy (such as when unlawful content is reported to us). We have the sole discretion to modify, prevent access to, delete, or refuse to display content that we believe violates the law or these Terms. It is in our sole discretion to refuse or remove any Content from the Product.
12.3. Third Party Resources. Webinar Engine may publish links or provide information in its Product to internet websites maintained by third parties. We do not monitor or have any control over, and we make no claim or representation regarding any such third party offerings and we accept no responsibility for reviewing changes or updates to, or the quality, content, policies, nature, or reliability of, any such third party offerings. Your use of any third party offerings provided by our Product or a third party website is at your own risk. You should review such third party’s applicable terms and policies, including privacy and data gathering practices, and should make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party. Trademarks and Content displayed in conjunction with the Product are the property of their respective owners.
- Inappropriate Content.
You agree not to upload, download, display, perform, transmit, or otherwise distribute any Content that (a) is libelous, defamatory, obscene, pornographic, abusive, or threatening; (b) advocates or encourages conduct that could constitute a criminal offense, give rise to civil liability, or otherwise violate any applicable local, state, national, or foreign law or regulation; (c) advertises or otherwise solicits funds or is a solicitation for goods or services; or (d) provides medical advice to other users. Webinar Engine reserves the right to terminate your receipt, transmission, or other distribution of any such material using the site, and, if applicable, to delete any such material from its servers. Webinar Engine intends to cooperate fully with any law enforcement officials or agencies in the investigation of any violation of these Terms or of any applicable laws.
- Fees and Payments
14.1. Fees for our Product. You agree to pay Webinar Engine any fees for each Service or Product that you use or purchase in accordance with the pricing and payment terms presented to you for that Product or Service. Where applicable, you will be billed using the billing method you select through your account management page. If you have elected to pay the fees by credit card, you represent and warrant that the credit card information you provide is correct and you will promptly notify Webinar Engine of any changes to such information. Fees paid by you are non-refundable, except as provided in these Terms or when required by law. Included in your fee may be technical support in respect of the Service and it is only provided to Webinar Engine customers. Webinar Engine’s support agents are not trained in custom-coding and technical support for any custom-coding is the responsibility of the customer and Webinar Engine accepts no responsibility to provide such support.
14.2. Subscriptions. Our Product is billed on a subscription basis (“Subscriptions”). This means that you will be billed in advance on a recurring, periodic basis (each period is called a “billing cycle”). Billing cycles are typically monthly or annual, depending on what subscription plan you select when purchasing a Subscription. Payment will be charged to your chosen payment method at confirmation of purchase and at the start of every new billing cycle. Your Subscription will automatically renew at the end of each billing cycle unless you cancel your account through your online account management page or by contacting us at email@example.com prior to the end of the billing cycle. While we will never want to lose a customer, you may cancel auto-renewal on your Subscription at any time, in which case your Subscription will continue until the end of that billing cycle before terminating. You may cancel auto-renewal on your Subscription immediately after the Subscription starts if you do not want it to renew.
If you initially sign up for a plan that includes a free or discounted trial period, and you do not cancel that account before the stated trial period expires, you will be billed for the full price of the plan starting on the day the trial period ends. If you cancel prior to the processing of your first invoice following the trial period, you will not be charged.
We, through our third-party providers (Paystack or Rave) will keep your detailed payment information, such as non-sensitive credit card partial numbers and expiration date, on file. We do not access this information, except through provided programmatic methods by the provider(s). You are responsible for keeping your payment details up-to-date by changing the details in your account settings. When your details change or are due to expire, we may obtain or receive from your payment provider updated payment details, including your card number, expiration date, and CVV (or equivalent). This enables us to provide you access to the Service. You authorize us to continue to charge your credit card using the updated information. If a payment is not successfully authorized due to expiration, insufficient funds, or otherwise, we may suspend or terminate your subscription until applicable changes have occurred. You also agree that we may charge you via your payment method on file if you elect to restart your subscription.
Any change (including any upgrade, downgrade or other modification) to any plan by you in a trial period will end the trial immediately. You will be billed for your first term period (i.e. the first annual or monthly period) immediately upon upgrading. For any upgrade or downgrade in plan level after any trial period, your credit, debit, or other payment card will automatically be charged the new rate on your next billing cycle. You will be billed immediately for the prorated difference for the current billing cycle for any upgrade to any higher priced plan during that billing cycle. If a plan downgrade causes a credit to your account, this credit will be used toward your next billing cycle(s). This credit will not be refunded.
14.3. Taxes. Our prices listed do not include any taxes, levies, duties or similar governmental assessments of any nature such as value-added, sales, use, or withholding taxes, assessable in Nigeria or by any jurisdiction (collectively, “Taxes”) unless otherwise indicated. You are responsible for paying Taxes associated with your purchase and keeping your billing information up to date.
(a) Value Added Tax. If we have a legal obligation to pay or collect sales tax for which you are responsible, we will calculate the sales tax based upon the billing information we have about you and charge you that amount (which, if your billing information is incomplete or inaccurate, may be the highest prevailing rate then in effect), unless you provide us with a valid tax exemption certificate acceptable to the appropriate taxing authority.
If you provide us with a tax exemption certificate, you represent and warrant that it accurately reflects your tax status and that you will keep such document current and accurate.
- If we subsequently determine in our sole discretion that your tax exemption document is valid, we will refund the sales tax collected.
If you are required by law to withhold any Taxes from your payments to Webinar Engine, you must provide Webinar Engine with an official tax receipt or other appropriate documentation to support such payments.
14.4. Price Changes. Webinar Engine may change the fees charged to you for the Services at any time, provided that, for Products billed on a subscription basis, the change will become effective only at the end of the then-current billing cycle of your Subscription. Webinar Engine will provide you with advance notice of any change in fees and you will have the opportunity to cancel your Subscription.
- Account Management
15.1. Registration Information. You may be required to provide information about Yourself in order to register for and/or use certain Services. You agree that any such information shall be accurate. You may also be asked to choose a username and password. You are entirely responsible for maintaining the security of Your username and password and agree not to disclose such to any third party.
15.2. Keep Your Password Secure. If Webinar Engine has issued an account to you in connection with your use of the Product, you are responsible for safeguarding your password and any other credentials used to access that account. You, and not Webinar Engine, are responsible for any activity occurring in your account, whether or not you authorized that activity. If you become aware of any unauthorized access to your account, you should notify Webinar Engine immediately at firstname.lastname@example.org. Accounts may not be shared and may only be used by one individual or organization per account.
15.3. Keep Your Details Accurate. Webinar Engine occasionally sends notices to the email address registered with your account. You must keep your email address and, where applicable, your contact details and payment details associated with your account current and accurate.
15.4. Remember to Backup. You are responsible for maintaining, protecting, and making backups of your Content. To the extent permitted by applicable law, Webinar Engine will not be liable for any failure to store, or for loss or corruption of, your Content.
15.5. Account Inactivity. Webinar Engine may terminate your account and delete any Content contained in it if there is no account activity (such as a log in event or payment) for over 12 months. However, we will attempt to warn you by email before terminating your account to provide you with an opportunity to log in to your account so that it remains active.
15.5. Customer Success. Webinar Engine may assign you a customer success manager (“CSM”). The CSM may review your use of the Product and your Content to help you to more effectively use the Product, including by providing reporting and usage insight.
- User Requirements
16.1. Legal Status. If you are an individual, you may only use the Product if you have the power to form a contract with Webinar Engine. If you do not have the power to form a contract, you may not use the Product. If you are not an individual, you warrant that you are validly formed and existing under the laws of your jurisdiction of formation, that you have full power and authority to enter into these Terms, and that you have duly authorized your agent to bind you to these Terms.
16.2. Minors. “Minors” are individuals under the age of 18 (or a higher age as provided in certain countries and territories). The Product is not intended for use by Minors. If you are a Minor in your place of residence, you may not use the Product. By using the Product, you represent and warrant that you are not a Minor.
Furthermore, the Product is not directed at children under the age of 16 and Webinar Engine does not knowingly collect personal information from children. In your use of the Product, it is your sole responsibility to comply with all applicable laws relating to the privacy rights of children, including the Children’s Online Privacy Protection Rule (COPPA).
16.3. Embargoes. You are not permitted to use our Product if you are, or you are owned or controlled directly or indirectly by, any person, group, entity, or nation, named on any list issued by the U.S Department of the Treasury’s Office of Foreign Asset Control (“OFAC”), or any similar list or by any law, order, rule, or regulation or any Executive Order of the President of the United States, including Executive Order 13224, as a ”Specially Designated National and Blocked Person”, terrorist, or other banned or blocked person (collectively, a “Prohibited Person”) By using our Product you represent and warrant that (i) you are not (nor are you owned or controlled, directly or indirectly, by any person, group, entity, or nation that is) acting directly or indirectly for or on behalf of any Prohibited Person; (ii) you have not conducted nor will you conduct business nor have engaged nor will you engage in any transaction or dealing with any Prohibited Person in violation of the U.S. Patriot Act or any OFAC rule or regulation, including, without limitation, the making or receiving of any contribution of funds, goods, or services to or for the benefit of a Prohibited Person in violation of the U.S. Patriot Act or any OFAC rule or regulation; (iii) you are not prohibited by any sanctions program as maintained by OFAC from using Webinar Engine’s Product, including those sanctions programs currently in effect with respect to Iran, North Korea, or Venezuela.
Furthermore, it is your responsibility to ensure that: (a) your end users do not use the Product in violation of any export restriction or embargo by the United States; and (b) you do not provide access to the Product to any Prohibited Persons.
16.4. Export Restrictions. You acknowledge that the Services, or a portion thereof, are subject to the Export Administration Regulations, 15 C.F.R. Parts 730-774, of the United States and may be subject to other applicable country export control and trade sanctions laws (“Export Control and Sanctions Laws”). Webinar Engine will provide the U.S. export classification(s) applicable to its Services upon request. You and Your End Users may not access, use, export, re-export, divert, transfer or disclose any portion of the Services or any related technical information or materials, directly or indirectly, in violation of Export Control and Sanctions Laws. You represent and warrant that: (i) You and Your End Users (a) are not citizens of, or located within, a country or territory that is subject to U.S. trade sanctions or other significant trade restrictions (including without limitation Cuba, Iran, North Korea, Syria, and the Crimea region of Ukraine) and that You and Your End Users will not access or use the Services, or export, re-export, divert, or transfer the Services, in or to such countries or territories; (b) are not persons, or owned 50% or more, individually or in the aggregate by persons, identified on the U.S. Department of the Treasury’s Specially Designated Nationals and Blocked Persons List or Foreign Sanctions Evaders Lists; and (c) are not persons on the U.S. Department of Commerce’s Denied Persons List, Entity List, or Unverified List, or U.S. Department of State proliferation-related lists; (ii) You and Your End Users located in China, Russia, or Venezuela are not Military End Users and will not put Webinar Engine’s Services to a Military End Use, as defined in 15 C.F.R. 744.21; (iii) no Content created or submitted by You or Your End Users is subject to any restriction on disclosure, transfer, download, export or re-export under the Export Control and Sanctions Laws; and (iv) You and Your End Users will not take any action that would constitute a violation of, or be penalized under, U.S. antiboycott laws administered by the U.S. Department of Commerce or the U.S. Department of the Treasury. You are solely responsible for complying with the Export Control and Sanctions Laws and monitoring them for any modifications.
16.5. Compliance with Laws. You must always use the Product in compliance with, and only as permitted by, applicable laws. There are various federal, state, and international specific laws, requirements, guidelines, and/or standards (collectively, “Laws”) that apply or may potentially apply to your Content, business, webpage, and/or mobile applications, including, but not limited to those related to privacy and data security (such as the California Consumer Privacy Act (CCPA) or the EU General Data Protection Regulation (GDPR)), the accessibility of websites and/or mobile applications, taxes, the Health Insurance Portability and Accountability Act (HIPAA), and subscriptions and auto-renewals. Webinar Engine cannot provide you with any legal advice and encourages you to consult with legal and tax counsel and website accessibility consultants of your own selection and at your own expense to ensure your compliance with all applicable Laws. You agree that you are solely and exclusively responsible for your usage of our website and mobile applications and the entirety of your Content, including compliance with Laws and following your published policies.
- Acceptable Uses
You are responsible for your conduct, Content, and communications with others while using the Product. You must comply with the requirements detailed in our Acceptable Use Policy when using the Product.
- Suspension and Termination of Services
18.1. Termination by You. You can terminate your Subscription and delete your account at any time through your account management page. Such termination and deletion will result in the deactivation or disablement of your account and access to it, and the deletion of content you collected through use of the Product. Terminations are confirmed immediately, and you will not be charged again for that Subscription unless you purchase a new one. If you terminate a Subscription in the middle of a billing cycle, you will not receive a refund unless you are terminating these Terms for any of the following reasons: (a) we have materially breached these Terms and failed to cure that breach within sixty (60) days after you have so notified us in writing; (b) a refund is required by law; or (c) we, in our sole discretion, determine a refund is appropriate. For clarity, we will not grant a refund where you have used our Product, unless the termination is due to our material, uncured breach or a refund is required by law.
18.2. Termination by Webinar Engine. Webinar Engine may terminate your Subscription for any reason at the end of a billing cycle by providing at least thirty (30) days’ prior written notice to you and you will not be charged for the next billing cycle. Webinar Engine may terminate your Subscription for any reason by providing at least ninety (90) days’ prior written notice to you and will provide a pro rata refund for any period of time you did not use in that billing cycle. Webinar Engine may immediately suspend performance or terminate your Subscription for any of the following reasons: (a) you have materially breached these Terms, in our sole discretion, and failed to cure that breach within thirty (30) days after we have notified you in writing of such breach; or (b) you cease your business operations or become subject to insolvency proceedings and the proceedings are not dismissed within ninety (90) days. Additionally, Webinar Engine may immediately limit, suspend, or terminate the Product to you: (i) if, in our sole discretion, you fail to comply with these Terms; (ii) if, in our sole discretion, you use the Product in a way that causes legal liability to us or disrupts others’ use of the Product; or (iii) we are investigating suspected misconduct by you. Also, if we limit, suspend, or terminate the Product you receive, depending upon the reason, we will endeavour to give you advance notice and an opportunity to obtain a copy of your Content from that Service. However, there may be time sensitive situations where Webinar Engine may decide that we need to take immediate action without notice. Webinar Engine will use commercially reasonable efforts to narrow the scope and duration of any limitation or suspension under this Section as is needed to resolve the issue that prompted such action. Webinar Engine has no obligation to retain your Content upon termination of the applicable Service.
18.3. Further Measures. If Webinar Engine stops providing the Product to you because you repeatedly or egregiously breach these Terms, Webinar Engine may take measures to prevent your further use of the Product, including blocking your IP address.
- Changes and Updates
19.1. Changes to Terms. You acknowledge and agree that Webinar Engine may change these Terms at any time for a variety of reasons, such as to reflect changes in applicable law or updates to the Services, and to account for new Products or functionality. The most current version will always be posted on our website. If an amendment is material, as determined in Webinar Engine’s sole discretion, we may notify you by email and/or posting it to our website or upon your login to your account. Changes will be effective no sooner than the day they are publicly posted and apply to all access to and use of the Service thereafter. However, any changes to the dispute resolution provisions will not apply to any disputes for which the parties have actual notice before the date the change is posted. If you do not want to agree to any changes made to the Terms, you should stop using the Service, because by continuing to use the Services you indicate your agreement to be bound by the updated terms.
19.2. Changes to the Product and Services. We are continually changing and improving our Service. Webinar Engine may add, alter, or remove functionality from a Product it provides to you at any time without prior notice. Webinar Engine may also limit, suspend, or discontinue a Service provided to you at our discretion. If we discontinue a Service, we will give you reasonable advance notice to provide you with an opportunity to obtain a copy of your Content from that Service. Webinar Engine may remove content from the Product it provides you at any time in our sole discretion, although we will endeavour to notify you before we do that if it materially impacts you and if practicable under the circumstances.
19.3. Downgrades. Downgrading your account plan may cause the loss of content, features, functionality, or capacity of your account.
- Disclaimers and Limitations of Liability
20.1. Disclaimers. While Webinar Engine strives to provide you with a great experience when using the Service (we love to please our customers), there are certain things we do not promise about our Products. We try to keep our Services up and running, but they may be unavailable from time to time for various reasons. EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE AND ANY INFORMATION, MATERIALS, CONTENT, GUIDANCE, OR RECOMMENDATIONS THEREIN ARE PROVIDED “AS IS” AND WEBINAR ENGINE DOES NOT MAKE WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING THOSE OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OR ANY REPRESENTATIONS REGARDING AVAILABILITY, RELIABILITY, OR ACCURACY OF THE PRODUCTS AND OR SERVICES .
20.2. Exclusion of Certain Liability. TO THE EXTENT PERMITTED BY APPLICABLE LAW, WEBINAR ENGINE, ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS, AND LICENSORS WILL NOT BE LIABLE FOR (A) ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE, OR EXEMPLARY DAMAGES WHATSOEVER, OR (B) LOSS OF USE, DATA, BUSINESS, REVENUES, OR PROFITS (IN EACH CASE WHETHER DIRECT OR INDIRECT), ARISING OUT OF OR IN CONNECTION WITH THE PRODUCT AND THESE TERMS, AND WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, EVEN IF WEBINAR ENGINE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
20.3. Limitation of Liability. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE AGGREGATE LIABILITY OF EACH OF WEBINAR ENGINE, ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS, AND LICENSORS ARISING OUT OF OR IN CONNECTION WITH THE SERVICE AND THESE TERMS WILL NOT EXCEED THE SUBSCRIPTION AMOUNT YOU PAID TO WEBINAR ENGINE FOR USE OF THE SERVICES DURING THE 12 MONTHS PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY.
20.4. Consumers. We acknowledge that the laws of certain jurisdictions provide legal rights to consumers that may not be overridden by contract or waived by those consumers. If you are such a consumer, nothing in these Terms limits any of those consumer rights.
20.5. No liability for Content. Under no circumstances will Webinar Engine be liable in any way for any (a) Content that is transmitted or viewed while using the Services, (b) errors or omissions in the Content, or (c) any loss or damage of any kind incurred as a result of the use of, access to, or denial of access to Content.
22.1. General. You agree that you are solely and exclusively responsible for your website and mobile applications and the entirety of your Content. To the fullest extent permitted by law, you will indemnify and hold harmless Webinar Engine and its affiliates, officers, agents, licensors, and employees from all liabilities, damages, and costs (including settlement costs and reasonable attorneys’ fees) arising out of a third party claim regarding or in connection with (a) you or your end users’ use of the Product; (b) breach of these Terms or violation of applicable law by you, your users, or your Content, websites, mobile applications, or business; or (c) a dispute between you and your users.
22.2. Intellectual Property. You will defend Webinar Engine and its affiliates, officers, agents, licensors, and employees from all liabilities, damages, and costs (including settlement costs and reasonable attorneys’ fees) arising out of a third party claim alleging that any of your Content infringes or misappropriates that third party’s intellectual property rights, and will pay the amount of any adverse final judgment or settlement.
22.3. Process. We will (a) endeavour to give you prompt written notice of the claim; (b) permit you to control the defense and settlement of the claim; and (c) reasonably cooperate with you in the defense and settlement of the claim. In no event will you agree to any settlement of any claim that requires a commitment by us, without our written consent.
- Resolving Disputes; Arbitration Agreement; Governing Law.
22.1. Resolving Disputes. In the event of any controversy, claim, action, or dispute, we want to first try to address it without needing a formal legal case. Before filing a claim against Webinar Engine, you agree to try to resolve the dispute informally by contacting email@example.com. We’ll try to resolve the dispute informally by contacting you via email. If a dispute is not resolved within thirty (30) days of submission, you or Webinar Engine may bring a formal proceeding.
22.2. We Both Agree to Arbitrate. You and Webinar Engine agree to resolve any claims relating to these Terms or the Service through final and binding arbitration by a single arbitrator.
In the event of any dispute or difference between You and Webinar Engine in connection with or in relation to this Agreement or its performance, construction or interpretation, You shall provide a written notice, giving particulars of the dispute (the Notice of Dispute) to Webinar Engine. You and Webinar Engine each agree to appoint a representative to meet virtually as soon as possible, in an effort to resolve the dispute amicably, in good faith and with absolute fair play.
If a dispute is not resolved by formal negotiation as stated above within fourteen (14) Business Days of the notice of dispute, the dispute shall be referred to mediation. The mediation shall be conducted by a CEDR UK accredited mediator or any other equivalent accredited mediator to be appointed by the Parties. The Lagos Multi Door Court House Model Procedure Rules 2007 shall apply. In the event that the You and Webinar Engine are unable to agree on the appointment of a mediator within one (1) month, the Parties shall proceed to litigation as stated in clause 22.1.
If the dispute is still not resolved after fourteen (14) Business Days of its being referred to mediation as specified above, You or Webinar Engine each irrevocably agrees that the dispute shall be finally resolved by a Nigerian court of competent jurisdiction which shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement, its subject matter or formation.
Opt-out of Agreement to Arbitrate. You can decline this agreement to arbitrate within 30 days of first registering your account by contacting us at firstname.lastname@example.org.
22.3. NO CLASS ACTIONS. You may only resolve disputes with us on an individual basis. You may not bring a claim as a plaintiff or a class member in a class, consolidated, or representative action. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations aren’t allowed.
These Terms and Conditions and your use of the Site are governed by the laws of the Federal Republic of Nigeria, without regard to any conflict of law provisions. The courts of general jurisdiction will have exclusive jurisdiction over any and all disputes arising out of, relating to, or concerning these Terms and Conditions and/or the Site or in which these Terms and Conditions and/or the Site are a material fact.
- Other Terms
24.1. Assignment. You may not assign these Terms or your rights to use our Product without Webinar Engine’s prior written consent, which may be withheld in our sole discretion. Webinar Engine may assign these Terms at any time without notice to you.
24.2. Entire Agreement. These Terms, and any other policy located on our Policies Page constitute the entire agreement between you and Webinar Engine, and they supersede any other prior or contemporaneous agreements, terms and conditions, written or oral concerning its subject matter.
24.3. Independent Contractors. The relationship between you and Webinar Engine is that of independent contractors, and not legal partners, employees, or agents of each other.
24.4. Interpretation. The use of the terms “includes”, “including”, “such as”, and similar terms, will be deemed not to limit what else might be included.
24.5. No Waiver. A party’s failure or delay to enforce a provision under these Terms is not a waiver of its right to do so later.
24.7. Severability. If any provision of these Terms is determined to be unenforceable by a court of competent jurisdiction, that provision will be severed, and the remainder of terms will remain in full effect.
24.8. Third Party Beneficiaries. There are no third party beneficiaries to these Terms.
24.9. Survival. The following listed sections will survive the termination of these Terms:
25.10. Language. These Terms are prepared and written in English. To the extent that any translated version conflicts with the English version, the English version controls.