Introvoke Terms of Use

Last Updated Date: September 30, 2021

WELCOME TO INTROVOKE! PLEASE READ THIS TERMS OF USE AGREEMENT (THE “TERMS OF USE”) CAREFULLY. THIS TERMS OF USE AGREEMENT IS A LEGAL CONTRACT BETWEEN YOU AND INTROVOKE INC. (“INTROVOKE,” “WE,” “US” AND “OUR”). BY ACCESSING OR USING THIS WEBSITE, OR ANY OTHER WEBSITES WITH AN AUTHORIZED LINK TO THESE TERMS OF USE (THE “WEBSITE”) IN ANY WAY, INCLUDING USING THE SERVICES AND RESOURCES AVAILABLE OR ENABLED VIA THE WEBSITE (EACH A “SERVICE” AND COLLECTIVELY, THE “SERVICES”) BY INTROVOKE OR USERS OF THE WEBSITE, CLICKING ON THE “I ACCEPT” BUTTON, COMPLETING THE REGISTRATION PROCESS FOR AN ACCOUNT (AS DEFINED BELOW), AND/OR MERELY BROWSING THE WEBSITE, YOU REPRESENT THAT (1) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THE TERMS OF USE, (2) YOU ARE AT LEAST THIRTEEN (13) YEARS OF AGE, AND IF YOU ARE BETWEEN 13 AND 18, YOU ARE USING THE SERVICE UNDER THE SUPERVISION OF A PARENT OR GUARDIAN WHO IS AGREEING TO BE BOUND BY THE TERMS OF USE, (3) IF YOU ARE A PARENT OR GUARDIAN OF A USER WHO IS BETWEEN 13 AND 18, YOU AGREE TO THE TERMS AND CONDITIONS OF THIS TERMS OF USE AND SHALL BE RESPONSIBLE FOR THE MINOR USER’S ACTS OR OMISSIONS WITH RESPECT TO THE SERVICE; (4) YOU ARE NOT A PERSON BARRED FROM USING THE SERVICES UNDER THE LAWS OF THE UNITED STATES, YOUR PLACE OF RESIDENCE OR ANY OTHER APPLICABLE JURISDICTION; AND (5) IF YOU ARE ENTERING INTO THIS TERMS OF USE ON BEHALF OF AN ORGANIZATION OR ENTITY (“CUSTOMER”), THAT YOU HAVE THE RIGHT AND AUTHORITY TO BIND SUCH ENTITY TO THIS TERMS OF USE. THE TERM “YOU” REFERS TO THE INDIVIDUAL IDENTIFIED AS THE USER AND/OR THE CUSTOMER (AS APPLICABLE) WHEN YOU REGISTERED ON THE WEBSITE.  IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS OF USE, YOU MAY NOT ACCESS OR USE THIS WEBSITE OR THE SERVICES.

SECTION 16 OF THESE TERMS OF USE INCLUDES A CLASS ACTION WAIVER AND A WAIVER OF JURY TRIALS, AND REQUIRES BINDING ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES. THE TERMS OF USE LIMIT THE REMEDIES THAT MAY BE AVAILABLE TO YOU IN THE EVENT OF A DISPUTE.

Your use of, and participation in, certain Services may be subject to additional terms (“Supplemental Terms”) and such Supplemental Terms will either be listed in the Terms of Use or will be presented to you for your acceptance when you sign up to use the supplemental Service.  If the Terms of Use are inconsistent with the Supplemental Terms, the Supplemental Terms shall control with respect to such Service.  The Terms of Use and any applicable Supplemental Terms are referred to herein as the “Terms.

PLEASE NOTE THAT THE TERMS ARE SUBJECT TO CHANGE BY INTROVOKE IN ITS SOLE DISCRETION AT ANY TIME.  When changes are made, Introvoke will make a new copy of the Terms of Use available at the Website, and any new Supplemental Terms will be made available from within, or through, the affected Service on the Website.  We will also update the “Last Updated” date at the top of the Terms of Use. Any changes to the Terms will be effective immediately for new Users of the Website and/or Services and will be effective thirty (30) days after posting of notice of such changes on the Website for existing Users, provided that any material changes shall be effective for Users who have an Account with us upon the earlier of thirty (30) days after posting of notice of such changes on the Website or thirty (30) days after dispatch of an e-mail notice of such changes to Registered Users (defined in Section 3.1 below).  Introvoke may require you to provide consent to the updated Terms in a specified manner before further use of the Website and/or the Services is permitted.  If you do not agree to any change(s) after receiving a notice of such change(s), you shall stop using the Website and/or the Services. Otherwise, your continued use of the Website and/or Services constitutes your acceptance of such change(s).  PLEASE REGULARLY CHECK THE WEBSITE TO VIEW THE THEN-CURRENT TERMS.

1.                  How Our Services Work.

1.1                Description of Services. Introvoke provides a platform that allows for event hosts (“Hosts”), authorized through a Customer, to create, organize, host, promote, and manage, online events, performances, conferences, gatherings, or similar functions, or a series thereof (an “Event” or “Events”) for Event attendees (“Attendees”) and presenters (“Presenters”) to attend such Events, and for Hosts, Presenters, and Attendees (collectively, “Users”) to interact on or through the Services.

In these Terms of Service (referred to as these “Terms” or this “Agreement”), the terms “you”, “your”, or “Customer” refer to you. If you are creating an account in order to use the Services on behalf of an organization, then you are agreeing to these Terms for that organization and promising to us that you have the authority to bind that organization to these Terms (and, in which case, the terms “you”, “your”, or “Customer” refer to that organization). “Customer” means a party who accesses the Introvoke Services for such party’s own purposes.

When we refer to the “Services” in these Terms, we mean all products and services provided by us that are (a) used by you, including, without limitation, products and services that are on a trial basis or otherwise free of charge or (b) ordered by you under an Order Form (as defined below). The Services may include products and services that provide both (x) platform services, including access to any application programming interface (“Introvoke API”) and (y) event organization software.

We will (a) make the Services available to you in accordance with these Terms, our documentation, including any usage guides and policies for the Services contained in such documentation (“Documentation”), and any applicable ordering document between the parties that specifies mutually agreed upon rates for certain Services and other commercial terms, including any applicable minimum spend commitments (“Order Form”); (b) comply with our Service Level Agreement for the Services (“SLA”) and our security for the Services, each of which may be updated from time to time; (c) provide the Services in accordance with laws applicable to our provision of the Services to our customers generally (i.e. without regard for your particular use of the Services), subject to your use of the Services in accordance with these Terms, the applicable Documentation, and any applicable Order Form(s); (d) make commercially reasonable efforts to use industry standard measures designed to scan, detect, and delete code, files, scripts, agents, or programs intended to do harm, including, for example, viruses, worms, time bombs and Trojan horses; (e) if applicable, use trained, qualified personnel to provide the Services; and (f) use commercially reasonable efforts to provide you with applicable support for the Services.

“Integrated Offering” means the Customer application set designed or engineered with Introvoke API or Introvoke Services with the purpose of offering to Customer’s users (“Users”).

PLEASE NOTE THAT, AS STATED ABOVE, THE SERVICES ARE INTENDED TO BE USED TO FACILITATE THE ORGANIZATION OF EVENTS THROUGH THE WEBSITE AND SERVICES, BUT YOU AGREE THAT INTROVOKE HAS NO RESPONSIBILITY OR LIABILITY TO YOU RELATED TO ANY SUCH EVENTS (OR ANY CONTENT OR COMMUNICATIONS PRESENTED OR MADE AVAILABLE THROUGH SUCH EVENTS) OTHER THAN AS EXPRESSLY SET FORTH IN THESE TERMS.

1.2                Flow-Down Terms. Where a Customer elects to embed the Services into the Customer’s own platform, the Customer will be responsible for the acts or omissions of its Hosts, Presenters and Attendees.  The Customer, through its Administrative User, represents and warrants that it will present each Host, Presenter, and Attendee with a clickthrough terms of use and privacy policy for acceptance that, at a minimum, includes the eligibility requirements set forth in the introductory paragraph of these Terms. You agree to indemnify and hold Introvoke, its parents, subsidiaries, affiliates, officers, employees, agents, partners and licensors (collectively the “Introvoke Parties”) harmless from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of a breach of the foregoing obligations.

1.3                Service Levels. Introvoke makes available the Website and related Services to its Customers in accordance with the terms of its service level agreement, which is available here.

2.                  Use of the Services and Introvoke Properties.  The Website, the Services, and the information and content available on the Website and the Services (as these terms are defined below) (collectively, the “Introvoke Properties”) are protected by copyright laws throughout the world.  Subject to the Terms, Introvoke grants you a limited license to access the features and functionality of the Introvoke Properties for the sole purpose of using the Services for your personal and/or professional purposes. Unless otherwise specified by Introvoke in a separate license, your right to use any Introvoke Properties is subject to the Terms.

2.1   Account Creation. To use the Services, you will be asked to create  an account. As part of the account creation process, you’ll be asked to provide your email address, create a password, and verify that you are a human being by entering a verification code into an online form. When creating an account, you must provide true, accurate, current, and complete information about yourself as requested during the account creation process. You must keep that information true, accurate, current, and complete after you create each account. If you breach these Terms, including, without limitation, your payment obligations, you are strictly prohibited from creating new accounts until you remedy such breach in full.

2.2    License.  Subject to the terms and conditions of this Agreement, Introvoke grants to Customer a non-exclusive, non-sublicensable, non-transferable license to (a) integrate or embed the Introvoke Services into the Customer's products and service offerings to create the Integrated Offering; (b) reproduce and execute the Introvoke Services, in executable code only, as integrated or embedded in the Integrated Offering for the purpose of: (i) providing demonstrations of and training for the Integrated Offering to potential End Users in the Territory (ii) enabling Customer to perform its obligations (c) make a reasonable number of copies of the Documentation solely for Partner’s internal use in connection with use of the Introvoke Services as part of the Integrated Offering; and (d) market, sublicense and distribute the Integrated Offering to Users of the Introvoke Services, solely as incorporated into the Integrated Offering, provided that (x) Customer may not distribute, sublicense, or otherwise convey any rights in the Introvoke Services, except as part of the Integrated Offering; and (y) Customer will only sublicense or distribute the Introvoke Services to Users in accordance with Terms..

2.3                Updates.  You understand that the Introvoke Properties are evolving. You acknowledge and agree that Introvoke may update the Introvoke Properties with or without notifying you. You may need to update third-party software from time to time in order to receive the Services or use the Introvoke Properties.

2.4              Certain Restrictions.  The rights granted to you in the Terms are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit the Introvoke Properties or any portion of the Introvoke Properties, including the Website, (b) you shall not frame or utilize framing techniques to enclose any trademark, logo, or other Introvoke Properties (including images, text, page layout or form) of Introvoke; (c) you shall not use any metatags or other “hidden text” using Introvoke’s name or trademarks; (d) you shall not modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of the Introvoke Properties except to the extent the foregoing restrictions are expressly prohibited by applicable law; (e) you shall not use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to “scrape” or download data from any web pages contained in the Website (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from the Website for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials); (f) you shall not access the Introvoke Properties in order to build a similar or competitive website, application or service; (g) except as expressly stated herein, no part of the Introvoke Properties may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means; and (h) you shall not remove or destroy any copyright notices or other proprietary markings contained on or in the Introvoke Properties. Any future release, update or other addition to the Introvoke Properties shall be subject to the Terms. Introvoke, its suppliers and service providers reserve all rights not granted in the Terms.  Any unauthorized use of the Introvoke Properties terminates the licenses granted by Introvoke pursuant to the Terms. With respect to Customers (and their End Users), any future release, update or other addition to the Introvoke Properties that are incorporated into their offering shall be subject to this Agreement. Introvoke, its suppliers and service providers reserve all rights not granted in this Agreement. Any unauthorized use of the Introvoke Properties terminates the licenses granted by Introvoke pursuant to this Agreement. Customer represents and warrants that customer will not create any Integrated Offering that is used for any mission-critical application, including in any life support applications, devices or systems; the operation of nuclear facilities; aircraft navigation systems; aircraft communication systems; air traffic control; direct life support machines; weapons systems; military or space equipment requiring radiation hardened components; and Enhanced 911 or the E911 emergency calling system.

2.4                Third-Party Materials.   As a part of the Introvoke Properties, you may have access to materials that are hosted by another party.  You agree that it is impossible for Introvoke to monitor such materials and that you access these materials at your own risk.

3.                  Registration.

3.1                Users.  In order to access certain features of the Introvoke Properties, you may be required to become a Registered User. Specifically, in order to organize an Event, you will need to be a Registered User. For purposes of the Terms, a “Registered User” is a User who has registered a user account on the Website (each, an “Account”).  Depending on the type of User, you will have different permissions for each Event in which you are authorized to participate. Your permissions may change from Event to Event.

·           Administrative User: An administrative user is an individual who has been authorized by the Customer to receive administrative access to the Customer’s enterprise Account. Such Administrative User will have the right to appoint Hosts to create one (1) or more Events on behalf of the Customer.

·           Host: A Host is an individual appointed by an Administrative User who has the ability to organize and host each such Event authorized by the Administrative User. Hosts may also appoint Presenters and/or invite Attendees.

·           Presenter: A presenter is an individual appointed by a Host to present one (1) or more panels or sessions at an Event, as authorized by such Host.  Presenters may present and communicate live during an Event and attend public breakout sessions throughout the Event or other breakout sessions for which such Presenter has received an invitation.

·           Attendee: An attendee is an individual who has been invited by a Host to attend one (1) or more Events. An Attendee may engage at an Event by asking questions during the Q&A sessions and/or participating in any Event chat rooms or public breakout sessions or other breakout sessions for which such Attendee has received an invitation.

3.2                Registration Data.  When registering an Account for the Services and/or registering for an Event online through the Services, you agree to (1) provide true, accurate, current and complete information about yourself as prompted by the Services’ or Event’s registration form (the “Registration Data”); and (2) maintain and promptly update the Registration Data to keep it true, accurate, current and complete.  You are responsible for all activities that occur under your Account (and if you are a parent or guardian supervising a minor user, you are responsible for all activities that occur under such minor user’s Account). You agree not to create an Account using a false identity or information, or on behalf of someone other than yourself. Introvoke reserves the right to remove or reclaim any usernames at any time and for any reason, including but not limited to, claims by a third party that a username violates the third party’s rights. You agree not to create an Account or use the Introvoke Properties if you have been previously banned from the Introvoke Properties.

3.3                Necessary Equipment and Software.  You must provide all equipment and software necessary to connect to the Introvoke Properties.  You are solely responsible for any fees, including Internet connection or mobile fees, that you incur when accessing the Introvoke Properties.

4.                  Responsibility for Content.

4.1                Types of Content.  You acknowledge that all information, data, text, software, music, sound, photographs, graphics, video, messages, tags and/or other materials accessible through the Introvoke Properties (collectively, “Content”), is the sole responsibility of the party from whom such Content originated. This means that you, and not Introvoke, are entirely responsible for all Content that you upload, post, e-mail, transmit or otherwise share or make available (“Make Available”) through the Introvoke Properties (“Your Content”), and that you and other Users of the Introvoke Properties, and not Introvoke, are similarly responsible for all Content they Make Available through the Introvoke Properties (“User Content”).  You agree not to transmit any music in connection with any Event unless you own and/or have obtained a license to all necessary rights in the music included in Your Content (i.e., you wrote, performed, and recorded all music and lyrics yourself, or you have obtained and paid for licenses from all rightsholders), or the music is in the public domain.

4.2                No Obligation to Pre-Screen Content. You acknowledge that Introvoke has no obligation to pre-screen Content (including, but not limited to, User Content), although Introvoke reserves the right in its sole discretion to pre-screen, refuse or remove any Content.  By entering into the Terms, you hereby provide your irrevocable consent to such monitoring.  You acknowledge and agree that you have no expectation of privacy concerning the transmission of Your Content, including without limitation messages that you send using the Services.  In the event that Introvoke pre-screens, refuses or removes any Content, you acknowledge that Introvoke will do so for Introvoke’s benefit, not yours.  Without limiting the foregoing, Introvoke shall have the right to remove any Content that violates the Terms or is otherwise objectionable.

4.3                Removal of Content. Introvoke may, in its sole discretion and without prior notice or liability to you, modify, remove, cancel, terminate, or disable any User Content, including live Events as they are occurring, that Introvoke determines, in its sole discretion (including based on User reports), to be in violation of applicable law, these Terms, or Introvoke’s policies or standards, or that otherwise may be harmful or objectionable to Introvoke, its Users, or third parties, or to comply with applicable law or a court order.

4.4                Content and Use Guidelines.  In connection with your access to and use of the Services, you will not, and will ensure that Your Content that you Make Available on the Services does not:

(a)                 violate any law, regulation, or court order;

(b)                violate, infringe, or misappropriate the intellectual property, privacy, publicity, moral or "droit moral," or other legal rights of any third party;

(c)                 submit, post, share, or communicate anything that is, or that incites or encourages, action that is, explicitly or implicitly: illegal, abusive, harassing, threatening, hateful, racist, derogatory, harmful to any reputation, pornographic, indecent, profane, obscene, or otherwise objectionable (including nudity);

(d)                send advertising or commercial communications, including spam, or any other unsolicited or unauthorized communications;

(e)                 stalk, harass, threaten, or harm any third party;

(f)                  impersonate any third party;

(g)                participate in any fraudulent or illegal activity, including phishing, money laundering, or fraud; or

(h)                advocate, encourage, or assist any third party in doing any of the foregoing.

4.5                Storage. Unless expressly agreed to by Introvoke in writing elsewhere, Introvoke has no obligation to store any of Your Content that you Make Available on the Introvoke Properties.  Introvoke has no responsibility or liability for the deletion or accuracy of any Content, including Your Content; the failure to store, transmit or receive transmission of Content; or the security, privacy, storage, or transmission of other communications originating with or involving use of the Introvoke Properties.  Certain Services may enable you to specify the level at which such Services restrict access to Your Content.  You are solely responsible for applying the appropriate level of access to Your Content.  If you do not choose, the system may default to its most permissive setting.  You agree that Introvoke retains the right to create reasonable limits on Introvoke’s use and storage of the Content, including Your Content, such as limits on file size, storage space, processing capacity, and similar limits described in the web pages accompanying the Services and as otherwise determined by Introvoke in its sole discretion.

4.6                Your Responsibility for Bystanders.  Prior to participating in an Event, you are responsible for telling anyone within range of your device’s camera or microphone, including members of your household and guests, that they may be seen and heard by Users and others at their location.  If you permit any minors to be within range of your device’s camera or microphone during an Event, you consent on their behalf, to the fullest extent permitted by law, to these Terms and the Introvoke Privacy Policy.  You agree to indemnify Introvoke, to the fullest extent permitted by law against all claims, liabilities, damages, losses, and expenses (including reasonable attorneys’ fees or costs) that Introvoke may incur in connection with any claim brought by anyone within range of your device’s camera or microphone during an Event, whether adults or minors, that seeks to impose liability on Introvoke for actions authorized by these Terms and/or the Privacy Policy.

5.                  Ownership.

5.1                Introvoke Properties.  Except with respect to Your Content and User Content, you agree that Introvoke and its suppliers own all rights, title and interest in the Introvoke Properties. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Website, the Services, or the Introvoke Properties.

5.2                Trademarks. “Introvoke” and other related graphics, logos, service marks and trade names used on or in connection with the Introvoke Properties are the trademarks of Introvoke and may not be used without permission in connection with any third-party products or services.  Other trademarks, service marks and trade names that may appear on or in the Introvoke Properties are the property of their respective owners. Subject to the terms and conditions of this Agreement and the Documentation, Customer may provide a “white-label” version of the Introvoke Services in the Integrated Offering (i.e. present the Introvoke Services to End Users without Introvoke Marks); provided that Customer shall  not make any misleading, inaccurate, or fraudulent action, statement, misrepresentation or omission about Customer’s and Introvoke’s roles with respect to the Introvoke Services and the Integrated Offering. Customer acknowledges Introvoke’s exclusive ownership of the Introvoke Marks.  Customer agrees not to take any action inconsistent with such ownership and to cooperate, at Introvoke’s request and expense, in any action (including the conduct of legal proceedings) which Introvoke deems necessary or desirable to establish or preserve Introvoke’s exclusive rights in and to the Introvoke Marks.  Customer will not adopt, use, or attempt to register any trademarks or trade names that are confusingly similar to the Introvoke Marks or in such a way as to create combination marks with the Introvoke Marks.  Customer will provide Introvoke with samples of all products and materials that contain the Introvoke Marks prior to their public use, distribution, or display for Introvoke’s quality assurance purposes and will obtain Introvoke’s written approval before such use, distribution, or display.  At Introvoke’s request, Customer will modify or discontinue any use of the Introvoke Marks if Introvoke determines that such use does not comply with Introvoke’s then-current trademark usage policies and guidelines.

5.3                Other Content.  Except with respect to Your Content, you agree that you have no right or title in or to any Content that appears on or in the Introvoke Properties.

5.4                Your Content.  Introvoke does not claim ownership of Your Content.  However, when you as a User post or publish Your Content on or in the Introvoke Properties, you represent that you own and/or have a royalty-free, perpetual, irrevocable, worldwide, non-exclusive right (including any moral rights) and license to use, license, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, derive revenue or other remuneration from, and communicate to the public, perform and display Your Content (in whole or in part) worldwide and/or to incorporate it in other works in any form, media or technology now known or later developed, for the full term of any worldwide intellectual property right that may exist in Your Content.

5.5      Use of Your Marks. You grant us the right to use your name, logo, and a description of your use case to refer to you on our website, earnings releases and calls, or marketing or promotional materials, subject to your standard trademark usage guidelines that you expressly provide to us.

5.6                Your Profile. Any Content posted by you in your profile may not contain nudity, violence, sexually explicit, or offensive subject matter.

5.7                Feedback.  You agree that submission of any ideas, suggestions, documents, and/or proposals to Introvoke through its suggestion, feedback, wiki, forum or similar pages (“Feedback”) is at your own risk and that Introvoke has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback.  You represent and warrant that you have all rights necessary to submit the Feedback.  You hereby grant to Introvoke a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights, in connection with the operation and maintenance of the Introvoke Properties.

6.                  Other Obligations.

6.1               Marketing; Collection. Customer will use commercially reasonable efforts to market and promote the Integrated Offering.  Customer, in its sole discretion, will establish the fees it charges to users to whom Customer grants access to the Integrated Offering, and Customer will be solely responsible for billing and collecting from each User all such amounts, and addressing any collection issues arising as a result of any User’s failure to pay.  The Customer represents and warrants that it will perform all of its obligations hereunder in a professional and workmanlike manner in accordance with highest industry standards.

6.2               Compliance with Laws.  Customer represents and warrants that it will at all times comply with all applicable laws and regulation and refrain from any unethical conduct or any other conduct that (a) tends to damage the reputation of Introvoke or the Introvoke Services in marketing and distributing the Introvoke Services or (b) infringes, violates, or misappropriate any third party intellectual property, privacy, or other proprietary rights.

6.3               Staffing.  Customer will maintain a staff of sales and technical support personnel sufficient to meet the needs of actual and potential Customer own Customers (“Users”) and their actual and potential End Users.  Customer will ensure that such personnel are properly trained with regard to the Introvoke Services.

6.4               Integrated Offering.  Customer will, at its expense, bear sole responsibility for the design, development, hosting, operation, maintenance and management of the Integrated Offering (excluding the Introvoke Services), including without limitation, development of its features, functions and technology, and any adaptation and/or reconfiguration thereof as may be necessary for purposes of providing Customer’s own Customers (“Users”) and End Users access to, and use of, the Integrated Offering.

6.5                Event Organization.  When creating an Event, you must: (1) provide complete and accurate information about your Event; (2) disclose any restrictions and requirements that may apply (such as proficiency, equipment, fitness requirements, etc.); and (3) provide any other pertinent information requested by Introvoke. Customers and Hosts are solely responsible for their Events.

6.6               Use of Attendee Information.  Hosts agree to: (1) only collect and use Attendee information and data that is necessary to provide the Event for the applicable Attendee; and (2) collect, use, maintain, and transmit all Attendee information or data in compliance with all applicable laws and regulations and their own applicable privacy policies.

6.7                Prohibited Uses.  In connection with your use of the Services, you will not and will not assist or enable others to:

(a)                 breach or circumvent any applicable laws or regulations, agreements with third-parties, third-party rights, these Terms, or other applicable policies or rules;

(b)                promote or further any criminal activity or provide instructional information about illegal activities;

(c)                 use the Services in a way that is deceptive, fraudulent, false, or misleading;

(d)                use the Services for any commercial or other purposes that are not expressly permitted by these Terms or in a manner that falsely implies Introvoke endorsement, approval, partnership, or otherwise misleads others as to your relationship with Introvoke;

(e)                 impersonates any person or entity, or falsely states or otherwise misrepresents your affiliation with a person or entity;

(f)                  use the Services, or information obtained in connection with the Services, in connection with the distribution of unsolicited commercial messages, including “spam” or other forms of solicitation;

(g)                discriminate against or harass anyone on the basis of race, national origin, religion, gender, gender identity, physical or mental disability, medical condition, marital status, age or sexual orientation, or otherwise engage in any violent, harmful, abusive or disruptive behavior;

(h)                threaten, exploit, or otherwise harm children;

(i)                  infringe, disparage, dilute, tarnish or otherwise harm Introvoke or any Introvoke brand in any way;

(j)                  act in a way that adversely affects, or could adversely affect the performance, security, or proper functioning of the Services;

(k)                 scrape, crawl, or use other automated means or processes to access, collect data or other content from the Services;

(l)                  copy, modify, translate, localize, port or create derivatives of any part of the Services;

(m)               reverse engineer, disassemble, decompile or otherwise attempt to discover the source code or structure, sequence and organization of all or any part of the Services;

(n)                rent, lease, resell, distribute, use the Services for other commercial purposes not allowed by these Terms or otherwise exploit the Services in any unauthorized manner;

(o)                use the Services to resell tickets, sell physical goods, administer raffles, sweepstakes, contests or games of chance of any nature, engage in wagering transactions, or otherwise facilitate the sale of anything other than a ticket for your own Event; or

(p)                use the Services in a way that, in Introvoke’s sole discretion, is objectionable or which restricts or inhibits any other person from using or enjoying the Services, or which may expose Introvoke or any Users to harm or liability of any type.

6.8               Support by Customer.  Customer will be solely responsible for performing, in a manner consistent with good industry practice, all training, support, and other services requested or required by Customer own Customers (“Users”) or End Users who obtain the Integrated Offering from Customer.  Customer may not refer any such third party to Introvoke for such support.

6.9               Support by Introvoke.  Subject to payment by Customer of all applicable maintenance and support fees, Introvoke will provide to Customer third-level support (i.e. telephone and email support for named Customer employees) and maintenance services for the Introvoke Services in accordance with Introvoke’s then-current terms and conditions, in accordance with the support plan set forth on the Order Form.  Introvoke will be responsible for providing these services only to Customer.  Introvoke has no obligation under this Agreement to provide any services to, or respond to any requests from, any Customer own Customers (“Users”) or End User.  However, Introvoke will have the right, in its sole discretion, to establish and maintain contact with any User in order to facilitate the delivery of any support needed by such User.

7.                  Fees and Payments.

7.1               Fees.  Customer agrees to pay fees in accordance with the current applicable rates or set forth on the Order Form (“Fees”).

7.2               Payments. Except as otherwise set forth on the Order Form, Customer will pay to Introvoke (a) all Licensing Fees on an upfront calendar quarterly, monthly or annual basis and (b) all Overage Fees on a monthly basis, in arrears for the previous calendar month.  Payment of support fees will be due annually in advance unless otherwise set forth on the Order Form.  Customer will pay Introvoke all amounts due under this Agreement within thirty (30) days after the date of the invoice therefore.  Any amount that is not paid when due will accrue interest at eighteen percent (18%) per year or the maximum rate permitted by applicable law, whichever is less, from the due date until paid.

7.3               Taxes.  Customer will be responsible for and will indemnify and hold Introvoke harmless from payment of all taxes (other than taxes based on Introvoke’s income), fees, duties, and other governmental charges, and any related penalties and interest, arising from the payment of Fees to Introvoke under this Agreement or the provision of the Introvoke Services to Customer.  Customer will make all payments of Fees to Introvoke free and clear of, and without reduction for, any withholding taxes; any such taxes imposed on payments of Fees to Introvoke will be Customer’s sole responsibility, and Customer will provide Introvoke with official receipts issued by the appropriate taxing authority, or such other evidence as the Introvoke may reasonably request, to establish that such taxes have been paid.

7.4                Investigations.  Introvoke may, but is not obligated to, monitor or review the Introvoke Properties and Content at any time.  Without limiting the foregoing, Introvoke shall have the right, in its sole discretion, to remove any of Your Content for any reason (or no reason), including if such Content violates the Terms or any applicable law.  Although Introvoke does not generally monitor user activity occurring in connection with the Introvoke Properties or Content, if Introvoke becomes aware of any possible violations by you of any provision of the Terms, Introvoke reserves the right to investigate such violations, and Introvoke may, at its sole discretion, immediately terminate your license to use the Introvoke Properties, or change, alter or remove Your Content, in whole or in part, without prior notice to you.

7.5      Credit Card Payment Terms.  If you elect to add funds to your account by credit card and use such funds to pay the Fees due, you are responsible for ensuring that such funds cover the Fees due. If your account does not have sufficient funds or your credit card declines a charge for the Fees due, we reserve the right to suspend the Services to all of your accounts until the Fees due are paid in full.

7.6     Payment Disputes.  You will notify us in writing within sixty (60) days of the date we bill you for any Fees that you wish to dispute. You may withhold the disputed Fees until the dispute is resolved. Where you are disputing any Fees, you must act reasonably and in good faith and will cooperate diligently with us to resolve the dispute. We will not charge you a late fee or suspend the provision of the Services for unpaid Fees that are in dispute, unless you fail to cooperate diligently with us or we determine your dispute is not reasonable or brought in good faith.

8.                  Interactions with Other Users. You are solely responsible for your interactions with other Users of the Introvoke Properties and any other parties with whom you interact through the Introvoke Properties; provided, however, that Introvoke reserves the right, but has no obligation, to intercede in such disputes. Users agree that Introvoke will not be responsible for any liability incurred as the result of such interactions.

8.1                Content Provided by Other Users.  The Introvoke Properties may contain User Content provided by other Users.  Introvoke is not responsible for and does not control User Content.  Introvoke has no obligation to review or monitor, and does not approve, endorse or make any representations or warranties with respect to User Content.  You use all User Content and interact with other Users at your own risk.

8.2                Third-Party Services & Ads. The Introvoke Properties may contain links and/or integrate with third-party websites and/or services (“Third-Party Services”) and advertisements for third parties (“Third-Party Ads”) (collectively, “Third-Party Services & Ads”).  When you click on a link to or otherwise access a Third-Party Service or a Third-Party Ad, we will not warn you that you have left the Introvoke Properties and are subject to the terms and conditions (including privacy policies) of another website or destination.  Such Third-Party Services are not under the control of Introvoke.  Introvoke is not responsible for any Third-Party Services & Ads.  Introvoke provides these Third-Party Services & Ads only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Services & Ads, or their products or services.  You use Third-Party Services & Ads at your own risk. When you leave our Website, our Terms and policies no longer govern.  You should review applicable terms and policies, including privacy and data gathering practices, of any Third-Party Services, and should make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third-party.

9.                  Indemnification. You agree to indemnify and hold Introvoke Parties harmless from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of: (a) Content in the Integrated Offering provided by a party other than Introvoke; (b) Customer, Customer’s Customers (“Users”), or any of their End User’s use of, or inability to use, the Integrated Offering; (c) Customer’s violation of this Agreement, including without limitation any of Partner’s representations or warranties herein; (d) Customer’s violation of any rights of another party, including any Customer or End User; (e) Customer’s products, services, and business, including without limitation the Integrated Offering (excluding the Introvoke Services); (f) breaches of agreements with Customer’s Customers or End Users; (f) Customer’s gross negligence or willful misconduct; or (g) Customer’s violation of any applicable laws, rules or regulations.  Introvoke reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by Partner, in which event Partner will fully cooperate with Introvoke in asserting any available defenses.  You agree that the provisions in this section will survive any termination of your Account, the Agreement, or your access to any Introvoke Properties.

10.                Disclaimer of Warranties.

10.1             As Is.  YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF THE INTROVOKE PROPERTIES IS AT YOUR SOLE RISK, AND THE INTROVOKE PROPERTIES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS.  INTROVOKE PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

(a)                 INTROVOKE PARTIES MAKE NO WARRANTY, REPRESENTATION OR CONDITION THAT: (1) THE INTROVOKE PROPERTIES WILL MEET YOUR REQUIREMENTS; (2) YOUR USE OF THE INTROVOKE PROPERTIES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (3) THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE INTROVOKE PROPERTIES WILL BE ACCURATE OR RELIABLE; OR (4) ANY ERRORS IN THE INTROVOKE PROPERTIES WILL BE CORRECTED. INTROVOKE MAKES NO GUARANTEE THAT EVENTS WILL SECURE ANY ATTENDEES OR RECEIVE ANY AMOUNT IN TICKET SALES.

(b)                ANY CONTENT DOWNLOADED FROM OR OTHERWISE ACCESSED THROUGH THE INTROVOKE PROPERTIES IS ACCESSED AT YOUR OWN RISK, AND YOU SHALL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY OR PERSON, INCLUDING, BUT NOT LIMITED TO, YOUR COMPUTER SYSTEM AND ANY DEVICE YOU USE TO ACCESS THE INTROVOKE PROPERTIES, OR ANY OTHER LOSS THAT RESULTS FROM ACCESSING SUCH CONTENT.

(c)                 THE SERVICES MAY BE SUBJECT TO DELAYS, CANCELLATIONS AND OTHER DISRUPTIONS.  INTROVOKE MAKES NO WARRANTY, REPRESENTATION OR CONDITION WITH RESPECT TO SERVICES, INCLUDING BUT NOT LIMITED TO, THE QUALITY, EFFECTIVENESS, REPUTATION AND OTHER CHARACTERISTICS OF SERVICES.

(d)                NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM INTROVOKE OR THROUGH THE INTROVOKE PROPERTIES WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

(e)                 FROM TIME TO TIME, INTROVOKE MAY OFFER NEW “BETA” FEATURES OR TOOLS WITH WHICH ITS USERS MAY EXPERIMENT.  SUCH FEATURES OR TOOLS ARE OFFERED SOLELY FOR EXPERIMENTAL PURPOSES AND WITHOUT ANY WARRANTY OF ANY KIND, AND MAY BE MODIFIED OR DISCONTINUED AT INTROVOKE’S SOLE DISCRETION.  THE PROVISIONS OF THIS SECTION APPLY WITH FULL FORCE TO SUCH FEATURES OR TOOLS.

10.2             No Liability for Conduct of Third Parties.  YOU ACKNOWLEDGE AND AGREE THAT INTROVOKE PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD INTROVOKE PARTIES LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OPERATORS OF EXTERNAL SITES, AND THAT THE RISK OF INJURY FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH YOU.

10.3             No Liability for Conduct of Other Users.  YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE INTROVOKE PROPERTIES. YOU UNDERSTAND THAT INTROVOKE DOES NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS OF THE INTROVOKE PROPERTIES. INTROVOKE MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF USERS OF THE INTROVOKE PROPERTIES.  YOU AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE INTROVOKE PROPERTIES.

(a)                 INTROVOKE MAKES NO WARRANTY THAT ANY EVENTS WILL MEET YOUR REQUIREMENTS OR THAT THE SERVICES WILL BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS.  INTROVOKE MAKES NO WARRANTY REGARDING THE QUALITY, ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY USER CONTENT OBTAINED THROUGH THE INTROVOKE PROPERTIES.

(b)                WHILE WE MAY HELP FACILITATE THE RESOLUTION OF DISPUTES AMONG USERS THROUGH VARIOUS PROGRAMS, WE HAVE NO CONTROL OVER AND DO NOT GUARANTEE THE QUALITY, SAFETY OR LEGALITY OF EVENTS AND/OR THE TRUTH OR ACCURACY OF USERS’ CONTENT.

11.                Limitation of Liability.

11.1             Disclaimer of Certain Damages.  YOU UNDERSTAND AND AGREE THAT IN NO EVENT SHALL INTROVOKE PARTIES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE INTROVOKE PROPERTIES OR ANY DAMAGES RESULTING FROM LOSS OF USE, DATA, OR PROFITS, WHETHER OR NOT INTROVOKE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH THE TERMS, OR FROM ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF THE INTROVOKE PROPERTIES OR THIRD PARTIES, ON ANY THEORY OF LIABILITY, RESULTING FROM: (1) THE USE OR INABILITY TO USE THE INTROVOKE PROPERTIES; (2) ANY DEALS OFFERED THROUGH THE SERVICES; (3) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED FOR TRANSACTIONS ENTERED INTO THROUGH THE INTROVOKE PROPERTIES; (4) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (5) STATEMENTS OR CONDUCT OF ANY THIRD-PARTY ON INTROVOKE PROPERTIES; OR (6) ANY OTHER MATTER RELATED TO THE INTROVOKE PROPERTIES, WHETHER BASED ON WARRANTY, COPYRIGHT, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY.

11.2             Cap on Liability.  UNDER NO CIRCUMSTANCES WILL INTROVOKE PARTIES BE LIABLE TO PARTNER FOR MORE THAN THE AMOUNT RECEIVED BY INTROVOKE FROM PARTNER PURSUANT TO THE APPLICABLE REGISTRATION FORM IN THE SIX MONTHS PRECEDING THE DATE ON WHICH PARTNER FIRST ASSERTS PARTNER’S CLAIM.

11.3             Exclusion of Damages.  CERTAIN JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES.  IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.

11.4             User Content.  INTROVOKE PARTIES ASSUME NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MIS-DELIVERY OR FAILURE TO STORE ANY CONTENT (INCLUDING, BUT NOT LIMITED TO, YOUR CONTENT AND USER CONTENT), USER COMMUNICATIONS OR PERSONALIZATION SETTINGS.

11.5             Basis of the Bargain.  THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN INTROVOKE AND YOU.

12.                Procedure for Making Claims of Copyright Infringement.  It is Introvoke’s policy to terminate membership privileges of any User who repeatedly infringes copyright upon prompt notification to Introvoke by the copyright owner or the copyright owner’s legal agent.  Without limiting the foregoing, if you believe that your work has been copied and posted on the Introvoke Properties in a way that constitutes copyright infringement, please provide our Copyright Agent with the following information: (1) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (2) a description of the copyrighted work that you claim has been infringed; (3) a description of the location on the Introvoke Properties of the material that you claim is infringing; (4) your address, telephone number and e-mail address; (5) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; (6) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf. Contact information for Introvoke’s DMCA Agent for notice of claims of copyright infringement is as follows:

Introvoke Inc.

Attention: Copyright Agent

3031 TISCH WAY

110 PLAZA WEST

SAN JOSE, CA 95128

Email: support@introvoke.com

13.                Termination or Suspension of Services by Introvoke. Introvoke may terminate or suspend your right to use the Introvoke Properties at any time for any or no reason by providing you with written or email notice of such termination, and termination will be effective immediately upon delivery of such notice.  We may cancel unconfirmed Accounts or Accounts that have been inactive for a long time, or modify or discontinue our Services.  Without limitation, Introvoke may terminate or suspend your right to use the Introvoke Properties if you breach any provision of the Terms or any policy of Introvoke posted through the Introvoke Properties from time to time; if Introvoke otherwise finds that you have engaged in inappropriate and/or offensive behavior; if Introvoke believes you are creating problems or possible legal liabilities; if Introvoke believes such action will improve the security of our community or reduce another User’s exposure to financial liabilities; if Introvoke believes you are infringing the rights of third parties; if Introvoke believes you are acting inconsistently with the spirit of these Terms; or if despite our reasonable endeavors, Introvoke is unable to verify or authenticate any information you provide.  In addition to terminating or suspending your Account, Introvoke reserves the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.  Even after your right to use the Services is terminated or suspended, these Terms will remain enforceable against you.

13.1             Termination of Services by You.  If you want to terminate the Services provided by Introvoke, you may do so by closing your Account for all of the Services that you use. If there is an Order Form(s) in effect, Customer may not terminate these Terms until such Order Form(s) has expired or been terminated in accordance with its terms

13.2             Effect of Termination.  Termination of any Service includes removal of access to such Service and barring of further use of the Service; provided, however, with respect to Customers, you will have the right to continue your Subscription(s) until the end of the then-current Subscription term(s). Termination of all Services also includes deletion of your password and all related information, files and Content associated with or inside your Account (or any part thereof), including Your Content. Notwithstanding the foregoing, please note that we may be required to keep such information and not delete it (or to keep this information for a certain time, in which case we will comply with your deletion request only after we have fulfilled such requirements).  When we delete any information, it will be deleted from the active database, but may remain in our archives.  We may also retain your information for fraud or similar purposes. Introvoke will not have any liability whatsoever to you for any suspension or termination, including for deletion of Your Content.  All provisions of the Terms which by their nature should survive, shall survive termination of Services, including without limitation, ownership provisions, warranty disclaimers, and limitation of liability.

14.                Remedies.

14.1             Violations.  If Introvoke becomes aware of any possible violations by you of the Terms, Introvoke reserves the right to investigate such violations.  If, as a result of the investigation, Introvoke believes that criminal activity has occurred, Introvoke reserves the right to refer the matter to, and to cooperate with, any and all applicable legal authorities.  Introvoke is entitled, except to the extent prohibited by applicable law, to disclose any information or materials on or in the Introvoke Properties, including Your Content, to (1) comply with applicable laws, legal process or governmental request; (2) enforce the Terms; (3) respond to any claims that Your Content violates the rights of third parties; (4) respond to your requests for customer service; (5) protect the rights, property or personal safety of Introvoke, its Users or the public; or (6) in connection with all enforcement actions or investigations or other government officials, as Introvoke in its sole discretion believes to be necessary or appropriate.

14.2             Breach.  In the event that Introvoke determines, in its sole discretion, that you have breached any portion of the Terms, or have otherwise demonstrated conduct inappropriate for the Introvoke Properties, Introvoke reserves the right to:

(a)                 Warn you via e-mail (to any e-mail address you have provided to Introvoke) that you have violated the Terms;

(b)                Delete any of Your Content provided by you or your agent(s) to the Introvoke Properties;

(c)                 Discontinue your registration(s) with any of the Introvoke Properties, including the Services;

(d)                Notify and/or send Content to, and/or fully cooperate with, the proper law enforcement authorities for further action; and/or

(e)                 Pursue any other action which Introvoke deems to be appropriate.

14.3             No Subsequent Registration.  If your registration(s) with or ability to access the Introvoke Properties is discontinued by Introvoke due to your violation of any portion of the Terms or for any other inappropriate conduct, as determined by Introvoke in its sole discretion, then you agree that you shall not attempt to re-register with or access the Introvoke Properties through use of a different member name or otherwise.  In the event that you violate the immediately preceding sentence, Introvoke reserves the right, in its sole discretion, to immediately take any or all of the actions set forth herein without any notice or warning to you.

15.                International Users. This Website can be accessed from countries around the world and may contain references to Introvoke Properties and Content that are not available in your country. These references do not imply that Introvoke intends to announce such Introvoke Properties or Content in your country. The Introvoke Properties are controlled and offered by Introvoke from its facilities in the United States of America. Introvoke makes no representations that the Introvoke Properties are appropriate or available for use in other locations. Those who access or use the Introvoke Properties from other jurisdictions do so at their own volition and are responsible for compliance with local law.

16.                Arbitration Agreement. Please read the following arbitration agreement in this Section (“Arbitration Agreement”) carefully.  It requires you to arbitrate disputes with Introvoke and limits the manner in which you can seek relief from us.

16.1             Applicability of Arbitration Agreement. You agree that any dispute, claim, or request for relief relating in any way to your access or use of the Website, to any products sold or distributed through the Website, or to any aspect of your relationship with Introvoke, will be resolved by binding arbitration, rather than in court, except that (1) you may assert claims or seek relief in small claims court if your claims qualify; and (2) you or Introvoke may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents).  This Arbitration Agreement shall apply, without limitation, to all disputes or claims and requests for relief that arose or were asserted before the effective date of these Terms or any prior version of these Terms.

16.2             Arbitration Rules and Forum. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement.  To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your dispute or claim or request for relief to our registered agent: American Incorporators Ltd., 1013 Centre Road, Suite 403-A, Wilmington, Delaware 19805. The arbitration will be conducted by JAMS, an established alternative dispute resolution provider.  Disputes involving claims, counterclaims, or request for relief under $250,000, not inclusive of attorneys’ fees and interest, shall be subject to JAMS’s most current version of the Streamlined Arbitration Rules and procedures available at http://www.jamsadr.com/rules-streamlined-arbitration/; all other disputes shall be subject to JAMS’s most current version of the Comprehensive Arbitration Rules and Procedures, available at http://www.jamsadr.com/rules-comprehensive-arbitration/.  JAMS’s rules are also available at www.jamsadr.com or by calling JAMS at 800-352-5267.  If JAMS is not available to arbitrate, the parties will select an alternative arbitral forum.  If the arbitrator finds that you cannot afford to pay JAMS’s filing, administrative, hearing and/or other fees and cannot obtain a waiver from JAMS, Introvoke will pay them for you.  In addition, Introvoke will reimburse all such JAMS’s filing, administrative, hearing and/or other fees for disputes, claims, or requests for relief totaling less than $10,000 unless the arbitrator determines the claims are frivolous.

You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the country where you live or at another mutually agreed location. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

16.3             Authority of Arbitrator.  The arbitrator shall have exclusive authority to (a) determine the scope and enforceability of this Arbitration Agreement and (b) resolve any dispute related to the interpretation, applicability, enforceability or formation of this Arbitration Agreement including, but not limited to, any assertion that all or any part of this Arbitration Agreement is void or voidable.  The arbitration will decide the rights and liabilities, if any, of you and Introvoke.  The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties.  The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum’s rules, and the Terms (including the Arbitration Agreement). The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded.  The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have.  The award of the arbitrator is final and binding upon you and us.

16.4             Waiver of Jury Trial.  YOU AND INTROVOKE HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY.  You and Introvoke are instead electing that all disputes, claims, or requests for relief shall be resolved by arbitration under this Arbitration Agreement, except as specified in Section 16.1 above.  An arbitrator can award on an individual basis the same damages and relief as a court and must follow the Terms as a court would.  However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.  

16.5             Waiver of Class or Other Non-Individualized Relief.  ALL DISPUTES, CLAIMS, AND REQUESTS FOR RELIEF WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS OR COLLECTIVE BASIS, ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER.  If a decision is issued stating that applicable law precludes enforcement of any of this subsection’s limitations as to a given dispute, claim, or request for relief, then such aspect must be severed from the arbitration and brought into the State or Federal Courts located in the State of Delaware.  All other disputes, claims, or requests for relief shall be arbitrated.

16.6             30-Day Right to Opt Out. You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to: support@introvoke.com, within 30 days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, your Introvoke username (if any), the email address you used to set up your Introvoke account (if you have one), and an unequivocal statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of the Terms will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.

16.7             Severability. Except as provided in Section 16.5, if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect.

16.8             Survival of Agreement. This Arbitration Agreement will survive the termination of your relationship with Introvoke.

16.9             Modification.  Notwithstanding any provision in this Agreement to the contrary, we agree that if Introvoke makes any future material change to this Arbitration Agreement, you may reject that change within thirty (30) days of such change becoming effective by writing Introvoke at the following address: Introvoke Inc., support@introvoke.com.

17.                General Provisions.

17.1             Electronic Communications.  The communications between you and Introvoke use electronic means, whether you visit the Introvoke Properties or send Introvoke e-mails, or whether Introvoke posts notices on the Introvoke Properties or communicates with you via e-mail.  For contractual purposes, you (1) consent to receive communications from Introvoke in an electronic form; and (2) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Introvoke provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing.  The foregoing does not affect your statutory rights.

17.2             Release.  You hereby release Introvoke Parties and their successors from claims, demands, any and all losses, damages, rights, and actions of any kind, including personal injuries, death, and property damage, that is either directly or indirectly related to or arises from your use of the Introvoke Properties, including but not limited to, any interactions with or conduct of other Users or third-party websites or services of any kind arising in connection with or as a result of the Terms or your use of the Introvoke Properties. If you are a California resident, you hereby waive California Civil Code Section 1542, which states, “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor.

17.3             Assignment.  The Terms, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated, or otherwise transferred by you without Introvoke’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.

17.4             Force Majeure.  Introvoke shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.

17.5             Questions, Complaints, Claims.  If you have any questions, complaints or claims with respect to the Introvoke Properties, please contact us at support@introvoke.com.  We will do our best to address your concerns.  If you feel that your concerns have been addressed incompletely, we invite you to let us know for further investigation.

17.6             Governing Law.  The Terms and any action related thereto will be governed and interpreted by and under the laws of the State of Delaware consistent with the Federal Arbitration Act, without giving effect to any principles that provide for the application of the law of another jurisdiction.

17.7             Notice.  Where Introvoke requires that you provide an e-mail address, you are responsible for providing Introvoke with your most current e-mail address.  In the event that the last e-mail address you provided to Introvoke is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by the Terms, Introvoke’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice.  You may give notice to Introvoke at the following address: 3031 Tisch Way, 110 Plaza West, San Jose, California 95128, or support@introvoke.com. Such notice shall be deemed given when received by Introvoke by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.

17.8             Waiver.  Any waiver or failure to enforce any provision of the Terms on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

17.9             Severability.  If any provision of the Terms is, for any reason, held to be invalid or unenforceable, the other provisions of the Terms will remain enforceable, and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.

17.10           Export Control.  You may not use, export, import, or transfer the Introvoke Properties except as authorized by U.S. law, the laws of the jurisdiction in which you obtained the Introvoke Properties, and any other applicable laws.  In particular, but without limitation, the Introvoke Properties may not be exported or re-exported (a) into any United States embargoed countries; or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Person’s List or Entity List. By using the Introvoke Properties, you represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. You also will not use the Introvoke Properties for any purpose prohibited by U.S. law, including the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons.  You acknowledge and agree that products, services or technology provided by Introvoke are subject to the export control laws and regulations of the United States.  You shall comply with these laws and regulations and shall not, without prior U.S. government authorization, export, re-export, or transfer Introvoke products, services or technology, either directly or indirectly, to any country in violation of such laws and regulations.

17.11           Consumer Complaints.  In accordance with California Civil Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.

17.12           Entire Agreement.  The Terms are the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.

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