Last Modified: 5 October 2014
The Pigeonhole website and service are provided by PigeonLab Pte. Ltd.(“Pigeonhole”, “we” “us” or “our”). This Customer Agreement (this “Customer Agreement”) governs your access to and use of the http://www.pigeonholelive.com/ and http://www.pigeonhole.at/ web site and its subdomains including Pigeonhole’s real-time conference Q&A platform (“Pigeonhole Platform” collectively, the “Website”) and any downloadable applications (“Mobile App”) and all services provided by Pigeonhole via the Website (collectively, the “Services”).
BEFORE YOU USE OUR SERVICES, READ THIS CUSTOMER AGREEMENT CAREFULLY. BY USING OUR SERVICES, YOU AND THE BUSINESS ENTITY THAT YOU REPRESENT, IF ANY, ARE AGREEING TO BE BOUND BY AND WILL BECOME PARTY TO THIS CUSTOMER AGREEMENT. YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO ENTER INTO THIS CUSTOMER AGREEMENT ON BEHALF OF THE BUSINESS ENTITY YOU REPRESENT. YOU HEREBY COVENANT TO ENSURE THAT ALL USERS THAT GAIN ACCESS TO OUR SERVICES THROUGH YOUR REGISTRATION INFORMATION ARE BOUND BY THESE TERMS. YOU REPRESENT THAT YOU ARE AT LEAST 18 YEARS OLD AND HEREBY INDICATE YOUR UNCONDITIONAL ACCEPTANCE OF THIS CUSTOMER AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS CUSTOMER AGREEMENT, DO NOT ACCESS AND/OR USE OUR SERVICES.
Pigeonhole makes available to conference organizers, the Pigeonhole Platform through our Website and Mobile App during the subscription period ( “Subscription Period”) as set forth on the Website for the service plan selected by a conference organizer. The Pigeonhole Platform can be used for a number of different types of events including, but not limited to industry conferences, corporate events, political campaign events, classrooms, national television and other events (each such event, a “Live Event”. The use of the Pigeonhole Platform as part of a session for each such Live Event refers to a “Pigeonhole Live Session”). The Pigeonhole Platform is hosted by Pigeonhole, and includes a real-time conference Q&A tool that enables conference organizers (“Organizers” and each, an “Organizer”) and moderators or speakers of each such Live Event selected by Organizers (“Moderators” and each a “Moderator”) to collect questions, comments, surveys and other information (“Questions & Comments”) in real time from conference attendees or audience members of a Pigeonhole Live Session (“Audience Members” and each, an “Audience Member” and together with Moderators, collectively known as “Participants” and each, a “Participant”). In order to participate in a Pigeonhole Live Session, an Audience Member must have a computer that can access our Website, or, when available, a mobile device enabled with our Mobile App. Participants may be required to enter login credentials or a passcode (“Passcode”) generated on the Pigeonhole Platform by the Organizer and provided to Participants by the Organizer. Participants may then submit, post, or vote on questions, comments, or polls in real time during a Pigeonhole Live Session as configured and enabled by the Organizer.
You are responsible for obtaining any equipment and Internet service necessary to access our Services and for paying any fees for the equipment and service you select. We may alter, suspend, or discontinue this Website and the Services in whole or in part, at any time and for any reason, without notice. The Website and associated Services may also periodically become unavailable due to maintenance or malfunction of computer equipment or for other reasons.
Subject to the Organizer’s payment of the applicable fees set forth on our Website from time to time, Pigeonhole hereby grants to the Organizer during the Subscription Period, on the terms and conditions set forth herein, a non-transferable, non-sublicensable, non-exclusive, limited right to access and use the Pigeonhole Platform solely for the Organizer’s internal business purposes, through login credentials to be provided by Pigeonhole.
The Organizer may appoint a number of authorized administrative users (“Admin Users” and each, an “Admin User”). Admin Users may manage Pigeonhole Live Sessions and have access to all Questions & Comments provided by Participants, and will have the authority to create Passcodes and share such Passcodes with Moderators and Audience Members so they can access a Pigeonhole Live Session, control the Pigeonhole Live Session configuration settings (“Pigeonhole Live Session Settings”), screen Questions & Comments from being posted on the Projector View (as defined below), and/or determine whether Participants may participate in a Pigeonhole Live Session anonymously or if Participants are required to provide login credentials. Participants will have access to their own Questions & Comments. Participants will also be able to view Questions & Comments by other participants to the extent that the Questions & Comments are displayed on the projector during a Pigeonhole Live Session to Moderators or Audience Members (the “Projector View”). The content that is available on the Projector View is determined by the Organizer.
The Organizer and its Admin Users may submit content to the Pigeonhole Platform in the manner set forth on the Services from time to time (“Organizer Content”). The Organizer represents and warrants that the Organizer and its Admin Users have the right to provide such Organizer Content to the Pigeonhole Platform for the purposes set forth in this Customer Agreement.
The Organizer acknowledges that the Pigeonhole Platform remains under development and is expected to evolve over time. Pigeonhole retains the right to modify, update and/or upgrade the Pigeonhole Platform from time to time.
Other than expressly set forth on our Website as updated from time to time, Pigeonhole has no obligation to provide refunds or credits, but may grant them in certain circumstances, as a result of specific refund guarantee promotions, or to correct any errors made by Pigeonhole. Any refunds will be granted in Pigeonhole’s sole discretion.
The Organizer is responsible for the lawful operation of each Pigeonhole Live Session, and to provide Participants with the terms and conditions for each Pigeonhole Live Session. This might include policies regarding Participants’ conduct of use, the confidentiality or publicity of Questions & Comments on the applicable Pigeonhole Live Session, and the treatment of Participants’ Personal Information, if any, that the Organizer receives.
Pigeonhole expressly disclaims any liability or claims that may arise between users of our Services, including, without limitation, disputes between Organizers and Participants. The Organizer is solely responsible for its interactions with any Participant and any disputes that arise from interactions with such Participants.
Because Pigeonhole is not responsible for the interaction between Organizers and Participants or any related transactions, in the event that an Organizer has a dispute with one or more Organizers or Participants, the Organizer shall hereby release Pigeonhole (and our officers, directors, agents, investors, subsidiaries, and employees) from any and all claims, demands, or damages (actual or consequential) of every kind, known and unknown arising out of or in any way related with such disputes.
If you are a California resident, in connection with the above release, you waive California Civil Code Section 1542, which says: "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."
The Organizer shall not, and shall not permit any person or entity to: (i) use the Pigeonhole Platform on a service bureau, time sharing or any similar basis, or for the benefit of any other person or entity; (ii) alter, enhance, or make derivative works of the Pigeonhole Platform; (iii) reverse engineer, reverse assemble or decompile, or otherwise attempt to derive source code from, the Pigeonhole Platform or any software component of the Pigeonhole Platform; (iv) use, or allow the use of, the Pigeonhole Platform for any unfair or deceptive practices or in contravention of any federal, state, local, foreign, or other applicable law, or rules and regulations of regulatory or administrative organizations; or (v) act in a fraudulent, tortious, malicious, or negligent manner when using the Pigeonhole Platform.
The Organizer acknowledges that the structure, organization, and code used in conjunction with the Pigeonhole Platform are proprietary to Pigeonhole and that Pigeonhole and/or its suppliers retain exclusive ownership of the Pigeonhole Platform, documentation, and any other intellectual property rights relating to the Pigeonhole Platform, including all modifications, enhancements, derivatives, and other software and materials relating to the Pigeonhole Platform, and all copies thereof. The Organizer shall not sell, transfer, publish, disclose, display or otherwise make available the Pigeonhole Platform, including, without limitation, any modifications, enhancements, derivatives, and other software and materials provided hereunder by Pigeonhole or copies thereof to others in violation of this Customer Agreement.
Except as expressly set forth in this Customer Agreement, no license or other right in or to the Pigeonhole Platform or other intellectual property of Pigeonhole are granted to the Organizer, by implication, estoppel, or otherwise, and all such licenses and rights are hereby reserved by Pigeonhole.
The term “Content” means all information, text, images, data, links, or other material posted on the sections of the Website that are (i) displayed to the Audience Members during a Pigeonhole Live Session and (ii) which you have the right to access, whether created by us or provided by a third party for display on the Services. Unless otherwise noted, all Content, excluding Organizer Content, contained on our Services is the property of Pigeonhole and/or its affiliates or licensors, and is protected from unauthorized copying and dissemination by United States copyright law, trademark law, international conventions and other intellectual property laws. Product names are trademarks or registered trademarks of their respective owners.
We do not claim ownership of Organizer Content or Questions & Comments submitted by Participants, but the Organizer acknowledges that such Organizer Content and Questions & Comments submitted for display in a Pigeonhole Live Session will be made accessible to Moderators and Audience Members for the applicable Pigeonhole Live Session through our Services.
We reserve the right to make changes to document names and content, descriptions or specifications of products or services, or other information without obligation to issue any notice of such changes.
Nothing contained on this Website should be construed as granting, by implication, estoppel, or otherwise, any license or right to use this Website, Services or any Content displayed on this Website, through the use of framing or otherwise, except: (a) as expressly permitted by this Customer Agreement; or (b) with our prior written permission or the permission of such third party that may own the trademark or copyright of material displayed on this Website.
If the Organizer or any of its Admin Users provides any feedback, improvements or other suggestions (“Suggestions”) to Pigeonhole for improvements to the Pigeonhole Platform or related services, the Organizer hereby grants to Pigeonhole a non-exclusive, royalty-free, perpetual, irrevocable license under such Suggestions to exploit and distribute the Suggestions in connection with the Pigeonhole Platform and related services, except as may be otherwise agreed in writing.
The Organizer agrees that the Pigeonhole Platform and the output thereof, login credentials and all non-public pricing and subscription plans related to the Pigeonhole Platform are the confidential information of Pigeonhole; the Organizer agrees not to disclose any of such confidential information to any third party, except to the extent expressly permitted by this Customer Agreement, and to use such confidential information solely for the purposes of this Customer Agreement. Pigeonhole may require the Organizer to agree to a non-disclosure agreement prior to sharing certain information with the Organizer. Any such non-disclosure agreement between the Organizer and Pigeonhole shall apply to information shared in connection with the Website, unless otherwise provided in such non-disclosure agreement.
By accessing our Website and/or using our Services, the Organizer and its Admin Users agree to abide by the following standards of conduct. You agree that you will not, and will not authorize or facilitate any attempt by another person to use our Website or any related Service to:
In addition, you may not, and may not assist or enable others to, use any robot, spider, site search/retrieval application, or other automated device, process, or means to access, retrieve, scrape, or index any portion of the Service, Pigeonhole Live Session or Content. You also may not, and may not assist or enable others to, use any robot, spider, site search/retrieval application, or other automated device, process, or means to collect information from or about other users of the Service.
Pigeonhole reserves the right, without prior notice and in its sole discretion, to decide whether your use of the Website violates this Customer Agreement for any of the above reasons or for any other reason, and if Pigeonhole does, to remove such content which you post or submit to the Website and/or terminate your access to any Services.
By using our Services, you agree to indemnify, hold harmless and defend Pigeonhole and its officers, directors, employees and agents from any claims, damages, losses, liabilities, and all costs and expenses of defense, including but not limited to, attorneys' fees, resulting directly or indirectly from a claim by a third party that arises in connection with your use of the Services.
Under no circumstances will we be liable for any loss or damage caused by your reliance on information in any Content, Pigeonhole Live Session or by your use of our Services. It is your responsibility to evaluate the accuracy, completeness or usefulness of any information, opinion, advice or other content available through this Website. You are responsible for seeking the advice of professionals, as appropriate, regarding the evaluation of any specific information, opinion, advice or other content.
ALL CONTENT, PIGEONHOLE LIVE SESSION, TEXT, IMAGES, AND OTHER INFORMATION ON OR ACCESSIBLE FROM OUR SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. SPECIFICALLY, BUT WITHOUT LIMITATION, PIGEONHOLE DOES NOT WARRANT THAT: (I) THE INFORMATION AVAILABLE ON OUR SERVICES IS FREE OF ERRORS; (II) THE FUNCTIONS OR SERVICES (INCLUDING BUT NOT LIMITED TO MECHANISMS FOR SENDING AUTOMATED E-MAILS OR THE DOWNLOADING AND UPLOADING OF CONTENT) PROVIDED BY PIGEONHOLE WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS; (III) DEFECTS WILL BE CORRECTED, OR (IV) THIS WEBSITE OR THE SERVER(S) THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
NEITHER PIGEONHOLE NOR ITS AFFILIATES OR LICENSORS ARE RESPONSIBLE FOR THE CONDUCT BETWEEN ORGANIZERS AND PARTICIPANTS. PIGEONHOLE AND ITS AFFILIATES AND LICENSORS CANNOT AND DO NOT GUARANTEE THAT ANY PERSONAL INFORMATION SUPPLIED BY YOU WILL NOT BE MISAPPROPRIATED, INTERCEPTED, DELETED, DESTROYED OR USED BY OTHERS.
IN NO EVENT SHALL PIGEONHOLE BE LIABLE TO YOU, THE ORGANIZER OR ANY OTHER USER OF OUR SERVICES, OR ANY OTHER PERSON OR ENTITY FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, LOSS OF USE, OR COSTS OF OBTAINING SUBSTITUTE GOODS OR SERVICES) ARISING OUT OF THE USE, INABILITY TO USE, UNAUTHORIZED ACCESS TO OR USE OR MISUSE OF THE SERVICES, PIGEONHOLE LIVE SESSION, CONTENT OR ANY INFORMATION CONTAINED THEREIN, WHETHER BASED UPON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF PIGEONLAB HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES.
PIGEONHOLE'S AGGREGATE LIABILITY FOR ALL CLAIMS ARISING FROM THIS CUSTOMER AGREEMENT SHALL NOT EXCEED THE GREATER OF (I) US$1.00 OR (II) THE AGGREGATE AMOUNT YOU HAVE PAID TO PIGEONHOLE FOR THE SERVICES, IF ANY, IN THE TWELVE (12) MONTH PERIOD PRIOR TO ANY CLAIM.
ANY CLAIMS BROUGHT BY YOU OR PIGEONHOLE MUST BE BROUGHT IN THAT PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS ORGANIZER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. YOU HEREBY WAIVE ANY AND ALL RIGHTS TO BRING ANY CLAIMS RELATED TO THIS CUSTOMER AGREEMENT AS A PLAINTIFF OR CLASS ORGANIZER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
This Agreement shall be in effect from the Effective Date until the one year anniversary of the Effective Date, upon which the Agreement shall automatically renew for successive one (1) year periods unless terminated by either party by delivery of written, e-mail or other notice of non-renewal at least thirty (30) days prior to the end of the then-current one (1) year term. Each Subscription Period then in effect shall continue for the remainder of its term. Either party may terminate this Agreement and all Subscription Periods at any time upon thirty (30) days’ written notice in the event of a breach by the other party that is not cured in a thirty (30) day period. Further, we may terminate the Organizer’s access to our Services, in our sole discretion, for any reason and at any time, upon electronic notice to you at the e-mail address provided by you at registration. The Organizer agrees that we are not liable to you or any third party for any termination of your access to this Website. For the avoidance of doubt, you acknowledge and agree that, upon termination of this Customer Agreement for any reason, you shall immediately pay all amounts that accrued prior to the date of termination, and that any obligation to pay Pigeonhole that accrued prior to the termination hereof will survive following such termination. As between the Organizer and Pigeonhole, Sections 1, 2, 3(c), 3(d), 3(e), 4 - 15 of this Agreement shall survive the expiration or termination of this Agreement according to their terms.
This Customer Agreement shall be governed by the laws of the Commonwealth of Massachusetts, USA, excluding: its conflicts of laws principles; the United Nations Convention on Contracts for the International Sale of Goods; the 1974 Convention on the Limitation Period in the International Sale of Goods; and the Protocol amending the 1974 Convention, done at Vienna April 11, 1980. All disputes arising out of or relating to this Customer Agreement shall be finally resolved by arbitration before a single arbitrator conducted in the English language in Boston, Massachusetts, U.S.A. under the Commercial Arbitration Rules of the American Arbitration Association (AAA). You and Pigeonhole shall appoint a person mutually agreed by you and Pigeonhole as sole arbitrator, or, if you and Pigeonhole cannot agree within thirty (30) days of either party’s request for arbitration, such single arbitrator shall be selected by the AAA upon the request of either party. The parties shall bear equally the cost of the arbitration (except that the prevailing party shall be entitled to an award of reasonable attorneys' fees incurred in connection with the arbitration in such an amount as may be determined by the arbitrator). All decisions of the arbitrator shall be final and binding on both parties and enforceable in any court of competent jurisdiction. Notwithstanding this, application may be made to any court for a judicial acceptance of the award or order of enforcement. Notwithstanding the foregoing, Pigeonhole shall be entitled to seek injunctive relief, security or other equitable remedies from the United States District Court for the District of Massachusetts or any other court of competent jurisdiction. Under no circumstances shall the arbitrator be authorized to award punitive damages, including but not limited to federal or state statutes permitting multiple or punitive awards.
You may not assign or transfer your rights or obligations under this Customer Agreement in whole or in part to any third party without the consent of Pigeonhole. This Customer Agreement shall bind and inure to the benefit of the parties to this Customer Agreement and their respective successors, permitted transferees, and permitted assigns. Pigeonhole and the Organizer are independent contractors and are not partners, joint venturers, agents, employees or representatives of the other party. This Customer Agreement contain the entire understanding of the parties with respect to the transactions and matters contemplated hereby supersedes all previous communications, understandings and agreements (whether oral or written) other than any click-through or end user license agreement provided by Pigeonhole or any reseller agreement Pigeonhole may have with you, and cannot be amended except by means of an agreement in writing signed by both parties or a click through agreement, agreed to by both parties; provided that Pigeonhole’s posting of an amended version of this Customer Agreement on its Website shall be effective no later than the next renewal date of this Agreement. The headings and captions used in this Customer Agreement are used for convenience only and are not to be considered in construing or interpreting this Customer Agreement. If any part of this Customer Agreement is held to be unlawful, void, or unenforceable, that part will be deemed severable and shall not affect the validity and enforceability of the remaining provisions.
Our Services are available only to, and may only be used by, individuals who are 18 years and older who can form legally binding contracts under applicable law. Individuals under the age of 18 can use our Services only in conjunction with and under the supervision of a parent. In such case, the parent is responsible for any and all activities of such minor.
If you have any questions about this Customer Agreement, please contact us at: 79 Ayer Rajah Crescent #01-11, Singapore 139955 or via email@example.com.
Copyright © 2014, PigeonLab Pte. Ltd. All Rights Reserved.
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