Customer Agreement

Last Modified: May 25 2018

Overview

Thank you for your interest in Pigeonhole Live. The Pigeonhole Live website and service (“Pigeonhole Live”) are provided by PigeonLab Pte. Ltd. (“PigeonLab”, “we”, “us” or “our”). This Customer Agreement (this “Customer Agreement”) governs your access to and use of the https://pigeonholelive.com and https://pigeonhole.at web site and its subdomains (the “Public Site ”) and Pigeonhole Live real-time audience engagement platform and Pigeonhole Live Dashboard account (collectively the “Pigeonhole Live Platform”; the Pigeonhole Live Platform and the Public Site shall collectively be known as the “Website ”) and all services provided by Pigeonhole Live via the Website (collectively, the “Services”). For clarification, the domain https://pigeonhole.at shall be the primary option for Audience Members, Moderators and Admin Users (as defined below) to access Pigeonhole Live, while the domain https://pigeonholelive.com shall be the primary option for Organisers to access Pigeonhole Live.

Before your use our services, read this Customer Agreement carefully. By using our services, you and the business entity that you represent, if any, have full legal capacity to enter into the Agreement and to carry out the obligations and grant the rights set out in the Agreement and are agreeing to be bound by and will become party to this Customer Agreement. You represent that you are at least 18 years old and that the company you represent (if any), if it is a corporation, is duly organised and validly existing under the laws of its place of incorporation, and has full power and authority to execute and deliver and perform all of its obligations under this Agreement and any other agreements to be executed by it. You represent and warrant that you have the authority to enter into this Customer Agreement on behalf of yourself or of the business entity you represent and that it constitutes valid, legal and binding obligations on you or the business entity you represent which are fully enforceable in accordance with the terms of the Agreement. You hereby covenant to ensure that all users of the PigeonHole Live services that gain access to our services through your registration information are bound by these terms. You 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 acess and/or use our services.

Futhermore, if you are in the EU, your use of our services is subject to your prior acknowledgement and consent to our Privacy Policy available here.

Acceptance of Terms

This Customer Agreement is a binding agreement between you, together with the legal entity, if any, that you represent, and PigeonLab. References in this Customer Agreement to “you” or “your” refer to you. References in this Customer Agreement to “Organiser” refer to both (i) you and (ii) any person or entity on whose behalf you act to access and use our Pigeonhole Live Platform and the Services. The earliest date you first agree to or accept this Customer Agreement, or use the Services, is referred to herein as the “Effective Date”.

Scope of Service

PigeonLab makes available to Organisers, Pigeonhole Live through our Website during the service period (“Service Period”) as set forth on the Website for the service plan selected by an Organiser. Pigeonhole Live can be used for several different types of events including but not limited to industry conferences, town halls, workshops, corporate events, political campaign events, classrooms, national television and other events (each such event, an “Event”. The use of Pigeonhole Live as part of a session for each such Event refers to a “Session”). The Pigeonhole Live Platform is provided by PigeonLab and includes a real-time audience engagement tool that enables event Organisers (“Organisers” and each, an “Organiser”) to collect questions, comments, votes and other similar information (“Responses”) in real time from event attendees or audience members of a Session (“Audience Members” and each, an “Audience Member”). Moderators or speakers of each such Event selected by Organisers (“Moderators” and each a “Moderator”) will facilitate the panel discussions between the Audience Members and answer questions from the Audience Members (Moderators and Audience Members shall collectively be known as “Participants” and each, a “Participant”). In order to participate in a Session, an Audience Member must have a computer that can access our Website. Participants may be required to enter a passcode (“Passcode”) generated on Pigeonhole Live by the Organiser and provided to Participants by the Organiser and/or an attendee code (“Attendee Code”). Participants may then submit, post, or vote on questions, comments, or polls in real time during a Session as configured and enabled by the Organiser.

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.

Access and Use Rights

Subject to the Organiser's payment of the applicable fees set forth on our Website from time to time, PigeonLab Pte. Ltd. hereby grants to the Organiser during the Service Period, on the terms and conditions set forth herein, a non-transferable, non-sublicensable, non-exclusive, limited right to access and use the Pigeonhole Live Platform solely for the Organiser's business purposes, through login credentials to be provided by PigeonLab.

Types of Users

The Organiser will have access to the dashboard account (“Dashboard Account”) where it will have direct access to setup Pigeonhole Live for their event. The Organiser may grant different types of access to Pigeonhole Live to any personnel appointed by the Organiser.

Moderators, who may be external speakers or internal staff members of the Organiser, if so appointed, will have access to a moderator panel (“Moderator Panel”) whereby it will be able to facilitate the panel discussions between the Audience Members during the Session.

The Organiser may also appoint a number of authorised administrative users (“Admin Users” and each, an “Admin User”) and grant them access to the (“Admin Panel”) whereby they will have access to all Responses provided by Participants, control the Session configuration settings (“Session Settings”) and screen Responses.

Participants will have access to their own Responses. Participants will also be able to view Responses by other participants that may have been screened by the Admin User. Responses are also displayed on the projector during a Session to Moderators or Audience Members (the “Projector Panel”). The content that is available on the Projector Panel is determined by the Organiser and/or the Moderator.

Login Credentials and Passcodes

Each Event will require a distinct Pigeonhole. Audience Members will be required to enter a Passcode which is assigned to the Pigeonhole, to gain access to the Session. At times, Audience Members may also be required to enter a unique Attendee Code before they can gain access to the Session. PigeonLab will provide the Organiser with a Passcode. The Organiser can provide the Attendee Code that Audience Members have to enter, or PigeonLab can provide a randomly generated Attendee Code unique to each Audience Member. Only the user with a Dashboard Account access can change the Passcode or the Attendee Codes. The Organiser may provide Audience Members with access to a Session by providing them with the applicable Passcode and/or Attendee Code.

Separately, PigeonLab will provide to the Organiser a Passphrase-encoded Link. The Organiser may then provide the Passphrase-encoded Link to the Moderators and Admin Users so that they can gain access to the Moderator Panel, Admin Panel and Projector Panel.

PigeonLab will also provide to the Organiser a separate login credentials to access the Dashboard Account.

The Organiser and its Admin Users are responsible for protecting their login credentials and Passcodes from unauthorised use. The Organiser shall be responsible for all actions and omissions by Admin Users and all actions taken by Admin Users, Moderators, Audience Members, or other users on the Website and Services through the login credentials, Passcodes and Attendee Codes provided by PigeonLab to the Organiser. The Organiser and its Admin Users agree to notify PigeonLab immediately if either party believes that their login credentials, Passcodes or Attendee Codes have been or may be used without their permission, so that appropriate action can be taken. We are not responsible for losses or damage caused by the Organiser and its Admin Users' failure to safeguard their login credentials or Passcodes. All information that the Organiser and its Admin Users provide to PigeonLab are subject to PigeonLab's Privacy Policy. The Organiser and its Admin Users are responsible for keeping their registration information up to date through their account page, to the extent that the Organiser and its Admin Users are able to amend on the Website.

Internal Use Only

Nothing herein grants any rights to the Organiser to rent, resell, or to remarket the Pigeonhole Live Platform or to provide access to the Pigeonhole Live Platform to any third party other than the access provided by PigeonLab to Participants under the PigeonLab's Terms of Service. The Organiser shall not remove any of PigeonLab's proprietary marks on any output of the Pigeonhole Live Platform, except with the prior written approval of PigeonLab, granted on a case-by-case basis. The Organiser acknowledges that Admin Users will be required to acknowledge that their use of the Pigeonhole Live Platform is subject to the obligations of, and restrictions on the Organiser and Admin Users under this Customer Agreement and our Privacy Policy posted on the Website from time to time. The Organiser also acknowledges that Participants may be required to acknowledge that their use of the Pigeonhole Live Platform is subject to our Terms of Service and our Privacy Policy posted on the Website from time to time.

Submission of Organizer Content

The Organiser and its Admin Users may submit content to the Pigeonhole Live Platform in the manner set forth on the Services from time to time (“Organiser Content”). The Organiser represents and warrants that the Organiser and its Admin Users have the right to provide such Organiser Content to the Pigeonhole Live Platform for the purposes set forth in this Customer Agreement.

New Features

The Organiser acknowledges that the Pigeonhole Live Platform remains under development and is expected to evolve over time. PigeonLab retains the right to modify, update and/or upgrade the Pigeonhole Live Platform from time to time.

Payments

Payment of Fees

The Organiser's rights under this Customer Agreement are subject to the service fees payable by the Organiser as set forth on the Website (“Service Fees”). If the Organiser agrees to purchase any Services in connection with the Organiser's Pigeonhole Live account that we offer for a fee, either on a one-time or subscription basis, the Organiser agrees to pay PigeonLab in accordance with this Customer Agreement or by the methods described on the Website, as updated from time to time. The Organiser hereby authorises the collection of such amounts by charging the credit card or payment account provided as part of requesting the Service, either directly by Pigeonhole Live or indirectly, via a third party online payment processor or by the payment methods described on the Website from time to time. If the Organiser is directed to the Pigeonhole Live third party payment processor, the Organiser may be subject to terms and conditions governing the use of that third party's service and that third party's Personal Data collection practices. Please review such terms and conditions and privacy policy before using their services. Once the transaction is completed, the Organiser may receive a confirmation e-mail summarizing the Organiser's confirmed purchase.

Refunds

Other than expressly set forth on our Website as updated from time to time, PigeonLab 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 PigeonLab. Any refunds will be granted in PigeonLab's sole discretion.

Interaction with Participants; Disputes; Release.

The Organiser is responsible for the lawful operation of each Session, and to provide Participants with the terms and conditions for each Session. This might include policies regarding Participants' conduct of use, the confidentiality or publicity of Responses on the applicable Session, and the collection and processing personal data of Participants in addition to the personal data collected and processed according to our Privacy Policy.

PigeonLab expressly disclaims any liability or claims that may arise between users of our Services, including, without limitation, disputes between Organisers and Participants. The Organiser is solely responsible for its interactions with any Participant and any disputes that arise from interactions with such Participants.

Because PigeonLab is not responsible for the interaction between Organisers and Participants or any related transactions, in the event that an Organiser has a dispute with one or more Organisers or Participants, the Organiser shall hereby release PigeonLab (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.

Intellectual Property Rights; Restrictions

Restrictions

The Organiser shall not, and shall not permit any person or entity to:

1. use the Pigeonhole Live Services on a service bureau, time sharing or any similar basis, or for the benefit of any other person or entity;
2. alter, enhance, or make derivative works of the Pigeonhole Live Services;
3. reverse engineer, reverse assemble or decompile, or otherwise attempt to derive source code from, the Pigeonhole Live Services or any software component of the Pigeonhole Live Services;
4. use, or allow the use of, the Pigeonhole Live Services 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 organisations; or
5. act in a fraudulent, tortious, malicious, or negligent manner when using the Pigeonhole Live Services.

Ownership

The Organiser acknowledges that the structure, organisation, and code used in conjunction with the Pigeonhole Live Services are proprietary to PigeonLab and that PigeonLab and/or its suppliers retain exclusive ownership of the Pigeonhole Live Services, documentation, and any other intellectual property rights relating to the Pigeonhole Live Services, including all modifications, enhancements, derivatives, and other software and materials relating to the Pigeonhole Live Services, and all copies thereof. The Organiser shall not sell, transfer, publish, disclose, display or otherwise make available the Pigeonhole Live Services, including, without limitation, any modifications, enhancements, derivatives, and other software and materials provided hereunder by PigeonLab or copies thereof to others in violation of this Customer Agreement.

No Other Rights

Except as expressly set forth in this Customer Agreement, no license or other right in or to the Pigeonhole Live Services or other intellectual property of PigeonLab are granted to the Organiser, by implication, estoppel, or otherwise, and all such licenses and rights are hereby reserved by PigeonLab.

Website Content

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 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 Organiser Content, contained on our Services is the property of PigeonLab and/or its affiliates or licensors, and is protected from unauthorised copying and dissemination by Singapore and applicable 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 Organiser Content or Responses submitted by Participants, but the Organiser acknowledges that such Organiser Content and Responses submitted for display in a Session will be made accessible to Moderators and Audience Members for the applicable 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 Organiser or any of its Admin Users provides any feedback, improvements or other suggestions (“Suggestions”) to PigeonLab for improvements to the Pigeonhole Live Platform or related services, the Organiser hereby grants to PigeonLab a non-exclusive, royalty-free, perpetual, irrevocable license under such Suggestions to exploit and distribute the Suggestions in connection with the Pigeonhole Live Platform and related services, except as may be otherwise agreed in writing.

Confidentiality; Privacy

Restrictions on Use and Disclosure of Confidential Information

The Organiser agrees that the Pigeonhole Live Platform and the output thereof, login credentials and all non-public pricing and service plans related to the Pigeonhole Live Platform are the confidential information of PigeonLab; the Organiser 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. PigeonLab may require the Organiser to agree to a non-disclosure agreement prior to sharing certain information with the Organiser. Any such non-disclosure agreement between the Organiser and PigeonLab shall apply to information shared in connection with the Website, unless otherwise provided in such non-disclosure agreement.

Responses; Organiser Content; Security

The Organiser will own any Organiser Content and data or Responsessubmitted by the Participants during the Sessions, and all such information is subject to our Privacy Policy. The Organiser shall only use Content on the Pigeonhole Live Platform for Sessions that the Organiser has the right to use for the purposes set forth in this Customer Agreement. Responses shall be considered to be the Organiser's information, and may be maintained as confidential to the extent that the Organiser restricts the Participants at its Sessions from disclosing such Responses. PigeonLab may access the Organiser’s and Participants' user accounts, solely to respond to technical problems or at the Organiser’s request. Notwithstanding anything to the contrary in the foregoing, the Organiser hereby grants PigeonLab the non-exclusive right for PigeonLab to aggregate the Responses and information regarding use of the Pigeonhole Live Platform ("Aggregated Data"), such that the Aggregated Data does not identify the Organiser or any of its Participants and to analyse, copy, use and disclose the Aggregated Data on a royalty-free basis during and after the term of this Customer Agreement in any manner, including in connection with the Pigeonhole Live Platform and other Pigeonhole Live products and services.

Prohibited Conduct

By accessing our Website and/or using our Services, the Organiser and its Admin Users agree to abide by the following standards of conduct. You agree that you will not, and will not authorise or facilitate any attempt by another person to use our Website or any related Service to:

1. transmit any Content that is unlawful, harmful, threatening, abusive, harassing, defamatory, inflammatory, vulgar, offensive, obscene, pornographic, lewd, lascivious, or otherwise objectionable, as determined by PigeonLab in its sole discretion; use e-mail addresses that you collect through the Services in violation of the Spam Control Act (Cap. 311A) and Personal Data Protection Act (2012), or other applicable law;
2. forge headers or otherwise manipulate identifiers in order to disguise the origin of any content transmitted through our Services;
3. post Content which infringes upon another’s copyright, trademark or trade secret or other intellectual property or proprietary right;
4. post unsolicited advertising or unlawfully promote products or services;
5. impersonate another person;
6. promote, solicit, or participate in any multi-level marketing or pyramid schemes;
7. exploit children under 18 years of age;
8. engage in disruptive activity such as sending multiple messages in an effort to monopolise the forum or Pigeonhole Live Platform;
9. introduce viruses, worms, Trojan horses and/or harmful code to this Website;
10. obtain unauthorised access to any computer system through this Website;
11. invade the privacy of any person, including but not limited to submitting or posting personally identifying or otherwise private information about a person without their consent (or their parent's consent in the case of a child under 13 years of age);
12. solicit Personal Data from children under 13 years of age; or
13. encourage conduct that would constitute a criminal or civil offense in Singapore or any other jurisdiction.

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, 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.

PigeonLab 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 PigeonLab does, to remove such content which you post or submit to the Website and/or terminate your access to any Services.

Indemnification

By using our Services, you agree to indemnify, hold harmless and defend PigeonLab 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.

Disclaimer

Under no circumstances will we be liable for any loss or damage caused by your reliance on information in any Content, 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, sessions, 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, PigeonLab 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 PigeonLab 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 PigeonLab nor its affiliates or licensors are responsible for the conduct between organisers and participants. PigeonLab and its affiliates and licensors cannot and do not guarantee that any personal data supplied by you will not be misappropriated, intercepted, deleted, destroyed or used by others.

Limitation of Liability

Disclaimer

In no event shall PigeonLab be liable to you, the organiser 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, unauthorised access to or use or misuse of the services, sessions, content or any information contained therein, whether based upon warranty, contract, tort (including negligence), or otherwise, even if PigeonLab Pte. Ltd. has been advised of the possibility of such damages or losses.

Limitation

PigeonLab’s aggregate liability for all claims arising from this Customer Agreement shall not exceed the greater of (i) USD 1.00 or (ii) the aggregate amount you have paid to PigeonLab for the services, if any, in the twelve (12) month period prior to any claim.

Waiver of Class Action

Any claims brought by you or PigeonLab must be brought in that parties’ individual capacity, and not as a plaintiff or class organiser 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 organiser in any purported class or representative proceeding.

Exclusions

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.

Jurisdictional Issues

We make no representation that information on our Services is appropriate or available for use outside Singapore. Those who choose to access our Services from outside Singapore do so on their own initiative and at their own risk and are responsible for compliance with applicable local laws. By using our Services, you consent to having your Personal Data (as defined in our Privacy Policy posted on our Website) transferred to and processed in the United States and Singapore, subject to the restrictions on such data as provided in our Privacy Policy posted on our Website from time to time.

Termination

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 Service Period then in effect shall continue for the remainder of its term. Either party may terminate this Agreement and all Service 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 Organiser'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 Organiser 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 PigeonLab that accrued prior to the termination hereof will survive following such termination. As between the Organiser and PigeonLab, 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.

Governing Law; Dispute Resolution

The construction, validity and performance of this Customer Agreement shall be governed by and construed in accordance with the laws of the Republic of Singapore. Any dispute arising out of or in connection with this Customer Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration in Singapore at the Singapore International Arbitration Centre (“SIAC”) in accordance with the Arbitration Rules of the SIAC (“SIAC Rules”) for the time being in force, which rules are deemed to be incorporated by reference in this clause. The Tribunal shall consist of 1 arbitrator. All arbitration proceedings shall be in the English language. The decision of the arbitrator shall be final and binding on all the Parties. You and PigeonLab shall appoint a person mutually agreed by you and PigeonLab as sole arbitrator, or, if you and PigeonLab cannot agree within thirty (30) days of either party's request for arbitration, such single arbitrator shall be selected by the President of the Court of Arbitration of SIAC 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).

Miscellaneous

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 PigeonLab. 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. PigeonLab and the Organiser 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 PigeonLab or any reseller agreement PigeonLab 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 PigeonLab '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.

Minors

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.

For Additional Information

If you have any questions about this Customer Agreement, please contact us at legal@pigeonlab.com.