TERMS OF SERVICE

Updated April 2020

BY USING THE WEBPLATFORM WWW.INTROVOKE.COM, RELATED SUBDOMAINS AND THE RELATED INTROVOKE MOBILE APPLICATIONS (THE “PLATFORM”) AND RELATED SERVICES (THE “SERVICES”), YOU AGREE TO THE FOLLOWING TERMS AND CONDITIONS (THE “AGREEMENT”) GOVERNING YOUR USE OF THE PLATFORM AND THE SERVICES OF INTROVOKE INC. (THE “COMPANY” OR “INTROVOKE” HEREIN). IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THIS AGREEMENT, IN WHICH CASE THE TERMS "YOU" OR "YOUR" SHALL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MAY NOT ACCESS THE PLATFORM OR USE THE SERVICE.

Welcome

Subject to the terms of this Agreement, Introvoke will provide you with access to and use of the Platform and the Services. Your use of the Platform shall be deemed to be your agreement to abide by this Agreement including any materials available on the Platform incorporated by reference herein, including but not limited to Introvoke’s  . For reference, a Definitions section is included at the end of this Agreement.

  1. Services

Introvoke offers its Platform and Services as a live streaming platform to provide the world with access to local startup and general community events (the “Events”).  Organizers of such Events (collectively, “Hosts”) work with Introvoke to live stream Events, many of which feature founders and companies (collectively, the “Companies”), on the Platform and the Services, allowing platform viewers (“Viewers”) to not only view these Events in real-time, but to also join the conversations by interacting live with the event presenters. Companies, Hosts and Viewers may be collectively referred to herein as “Users.” Introvoke may also facilitate the purchase of digital tickets to access Events through the Platform or through an intermediary platform provided by the Event Organizer. Your access to Events and other content on the Platform will depend on the digital ticket you have purchased and/or subscription level to which you have subscribed, as applicable.

Although the Platform and the Services may stream Companies’ pitch events and other Events where Companies may generally discuss fundraising efforts, Introvoke merely provides the technical expertise and live streaming capabilities through the Platform to enable such Events to be accessed and viewed remotely, and Introvoke is not involved with any fundraising efforts of any such Companies and makes no representations, warranties or recommendations regarding the Companies’ business, the Companies’ fundraising efforts and Viewers’ investment decisions. Introvoke is not a broker and does not provide financial, legal, tax or other professional advice. You acknowledge that all information and content accessed by you using the Platform and the Services is at your own  .

  1. Content; Privacy & Security; Disclosure

Introvoke has no control over the conduct of or information provided by a Host, Companies or attendees of the Events (“Event Attendees”) that are streamed on the Platform or Services.  Introvoke expressly disclaims any liability or responsibility for any and all such conduct or information, and the outcome or success of any Event. Hosts are solely responsible for ensuring that all Event Attendees have adequately provided consent to be filmed or otherwise recorded, and shown on the Platform.

 .  Introvoke is displaying such External Content on the Platform only as a convenience for informational purposes, and the inclusion of any External Content on the Platform does not constitute any endorsement by Introvoke of any such External Content or any of its owners. By accessing a Linked Site, you are agreeing to be subject to the terms and conditions of such Linked Site which are governed by the operator of such LinkedSite, not by Introvoke.

Introvoke reviews External Content and requests to publish Events, and has the right to deny access to the Platform or the publication of any content on the Platform or using the Services, in its sole discretion. Upon its receipt of Event content, Introvoke reserves the right to delay publishing the Event on the Platform for a period of up to forty-eight (48) hours to facilitate its internal review process and ensure compliance with this Agreement.  For Events that are live streamed on the Platform, Introvoke reserves the right to stop streaming the Event on the Platform and/or take any additional actions, including but not limited to removing content and blocking access to certain features, in the event that Introvoke, in its sole discretion, determines that the Event does not comply with this Agreement or is otherwise objectionable. Introvoke further reserves the right to remove any Event content after publication in the event that it, in its sole discretion, later determines that such content does not comply with this Agreement or is otherwise objectionable.

Introvoke’s Privacy Policy may be viewed at www.introvoke.com/privacy  . Introvoke reserves the right to modify its Privacy Policy in its reasonable discretion from time to time. 

  1. General Data Protection Regulation (GDPR) Compliance

If you are a resident of or are located in the European Union or European Economic Area (“EEA”), you may also have certain rights under the General Data Protection Regulation (“GDPR”).  Personal information (“Personal Data”) you provide on the Platform is only collected with your consent, and is subject to the terms of Introvoke’s Privacy Policy.

  1. License Grant & Restrictions

Introvoke hereby grants you a non-exclusive, non-transferable, limited, revocable, worldwide right to use the Platform and the Services, solely for your own internal purposes, subject to the terms and conditions of this Agreement.  All rights not expressly granted to you are reserved by Introvoke and its licensors.  You may not access the Platform or the Services for purposes of monitoring its availability, performance or functionality, or for any other benchmarking, reverse engineering, or other competitive purposes. You shall not:

(a) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Platform or the Services in any way;

(b) modify or make derivative works based upon the Platform or the Services;

(c) embed the Platform or the Services as a frame from within another application;

(d) reverse engineer or access the Platform or the Services in order to (i) build a competitive product or service, (ii) build a product using ideas, features, functions or graphics that are similar to those related to the Platform or the Services, or (iii) copy any ideas, features, functions or graphics of the Platform or the Services;

(e) send to or store on the Platform any material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs;

(f) interfere with or disrupt the integrity, security or performance of the Platform or the data contained therein, or Introvoke’s servers or networks;

(g) attempt to gain unauthorized access to the Platform or its related systems or networks;

(h) take any action that imposes an unreasonably or disproportionately large load on Introvoke’s infrastructure;

(i) use the Platform or the Services for any unlawful purpose;

(j) solicit others to perform or participate in any unlawful acts;

(k) use the Platform or the Services (including but not limited to the live Event participation feature or any Communication Service) to (i) disseminate content that is harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, libelous, invasive of another party’s privacy, or racially, ethically or otherwise objectionable or offensive; (ii) disrupt the Event, including but not limited to the flow of discussion among Users; or (iii) advertise or offer for sale products or services except as otherwise permitted by Event Organizers to further the objectives of the applicable Event (in each case, as determined by Introvoke in its sole discretion)

(l) violate any local, provincial, state, federal or international rules, regulations, laws or ordinances; or

(m) provide any information to Introvoke or through the Platform or the Services that is false or misleading, that you do not have the right to disclose, or that attempts to conceal your identity. 

Introvoke shall be entitled to adjust the scope of the Platform, the Services and the underlying technical infrastructure to reflect the continuing development of the Platform and technical advances. Introvoke reserves the right to terminate your use of the Platform, the Services and any related website for violating the terms and conditions herein.

  1. Your Responsibilities

You are responsible for all of your activity on the Platform and for all activity occurring under your User accounts, and you shall abide by all applicable local, provincial, state, federal or international rules, regulations, laws or ordinances in connection with your use of the Platform and the Services, including those related to data privacy, international communications and the transmission of technical or personal data. You shall: (i) notify Introvoke immediately of any unauthorized use of any password or account used for access to the Platform, or any other known or suspected breach of security related to the Platform; (ii) use the Communication Services only to post, send and receive messages and material that comply with the terms of this Agreement; (iii) not provide false identity information to gain access to or use the Platform; (iv) not use the Platform to defame, abuse, harass, threaten or otherwise violate the legal right of others; (v) not publish, post, upload, email, distribute or disseminate any defamatory, misleading, infringing or unlawful content; and (vi) not collect, store or transmit personal information about entities or individuals, or any information that is subject to applicable privacy laws or regulations. 

You are solely responsible for all text, logos and images (“User Content”) you provide to the Platform or otherwise in connection with your use of the Services. Introvoke does not own any User Content provided by you hereunder, provided that you hereby grant Introvoke a worldwide, royalty-free, non-exclusive right to use, reproduce, create derivative works of, distribute, perform, transmit and publish your User Content for the sole purpose of providing the Platform and the Services.

  1. Intellectual Property Ownership

You acknowledge that the Platform may contain proprietary information of Introvoke and its licensors, and that such information may be protected by applicable intellectual property laws. The Introvoke name, the Introvoke logo, and the product and service names associated with the Platform, the Services and Introvoke content are trademarks of Introvoke or third parties, and no right or license is granted to use them hereunder.  The Platform (and content provided as a result of the use of the Services) may include trademarks, service marks or logos of third parties, all of which are the property of their respective owners.  Except as otherwise set forth herein, Introvoke (and its licensors, where applicable) shall own all right, title and interest, including all related Intellectual Property Rights, in and to the Introvoke technology and the Platform, and any derivatives, suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Platform or the Services, and any aggregated metrics, data and trends compiled by Introvoke.

Hosts (Event Organizers) fully own the content and have the right to download, replace or remove by request any content they produced on introvoke. Introvoke has the right to use elements of the content that the hosts are posting such as logo, quotes, images for marketing and promotional purposes.

  1. Billing and Account Information

Introvoke currently offers the Platform and the Services on a “freemium” subscription model which allows all Introvoke Users to use the basic Services at no cost.  Introvoke reserves the right to make changes to its subscription model, including but not limited to the addition of a premium plan which requires payment for use of the Services. 

If you register for an Introvoke account (a “User Account”), you will be required to provide Introvoke with complete and accurate user information.  In the event that Introvoke begins to charge Users to use the Services, you may be required to provide Introvoke (or its third-party payment processor) with current credit card information for at least one credit card that you are authorized to use. Your credit card information will be stored and used by Introvoke’s third party payment processor, and you acknowledge that by signing up for any cost-based subscription plan to access the Services (such plan, a “Subscription”), you are agreeing to abide by the terms of such Subscription, the terms of this Agreement and any and all applicable terms set forth by our payment partner(s) (including but not limited to Stripe, Inc.). You agree to provide current, complete and accurate payment and account information, and to promptly update such payment and account information (including but not limited to your email address and credit card information, including expiration date and card verification value code) when necessary. By registering for a User Account and signing up for a Subscription, you authorize Introvoke or its designated agent to bill your credit card for the applicable fees associated with your Subscription. By continuing to use the Platform and the Services, you reaffirm that Introvoke or its designated agent has the right to bill your credit card for the applicable Subscription fee(s). You agree to reimburse Introvoke for any costs or expenses (including, but not limited to, reasonable attorneys’ fees) incurred by Introvoke in connection with collecting any Subscription fees that are not paid when due.

  1. Representations & Warranties; Availability; Support

Each party represents and warrants that it has the legal power and authority to enter into this Agreement. You represent and warrant that you have not falsely identified yourself nor provided any false information to gain access to the Platform, and that you are an individual who is at least 18 years of age.  The Platform is not intended for Users under the age of 18, and Introvoke does not knowingly collect personal information from persons under 13 years of age.  If you are under the age of 18, you may use the Platform only with the permission of a parent or guardian.

Introvoke represents and warrants that it will provide the Platform in a manner consistent with general industry standards reasonably applicable to the provision thereof.  Introvoke will use commercially reasonable efforts to cause the Platform to be available twenty-four (24) hours per day, seven (7) days a week, three hundred and sixty-five (365) days per year, outside of scheduled downtime for maintenance and upgrades and extraordinary circumstances or causes beyond our control (such as fire, flood, earthquake, elements of nature or acts of God, acts of war, terrorism, riots, civil disorders, rebellions or revolutions, strikes, lockouts, labor difficulties, generalized internet interruptions (through denial of service, worms, telecommunications problems or the like)) but does not guarantee, represent or warrant such availability.  Introvoke, from time to time, may make enhancements or upgrades to the Platform which result in the Platform being unavailable, which Introvoke shall take reasonable steps to schedule so as to minimize Platform unavailability and customer inconvenience.

If you are an Event Organizer, you represent and warrant that:

(i) you have obtained any necessary consents from the Event Attendees as may be required for Introvoke to stream and store the Event on the Platform, including but not limited to Introvoke’s ability to display the images and voices of Event Attendees;

(ii) you have obtained any necessary third party consents as may be required for Introvoke to stream and store the content shared at the Event by Event Attendees; and

(iii) you have complied with any applicable local, provincial, state, federal or international rules, regulations, laws or ordinances with respect to the Event, the Event Attendees and the content displayed at the Event, including, without limitation, those governing privacy, data protection and the offer and sale of securities.

  1. Disclaimer of Warranties

INTROVOKE AND ITS LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE PLATFORM OR ANY CONTENT. INTROVOKE AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE PLATFORM WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THE PLATFORM WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, LEADS OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE PLATFORM WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (E) ERRORS OR DEFECTS WILL BE CORRECTED, OR (F) THE SERVER(S) THAT MAKE THE PLATFORM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. EXCEPT AS EXPRESSLY SET FORTH HEREIN OR IN A SEPARATE WRITTEN AGREEMENT BETWEEN YOU AND INTROVOKE, THE PLATFORM AND ALL CONTENT IS PROVIDED TO YOU STRICTLY ON AN AS IS BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY INTROVOKE AND ITS LICENSORS.

  1. Indemnification

You shall indemnify and hold Introvoke, its licensors and each such party's parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that any Event content or External Content infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by you of your representations and warranties; and (iii) a claim arising from the breach by you of this Agreement.

  1. Internet Delays

INTROVOKE’S PLATFORM MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. INTROVOKE IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.

  1. Limitation of Liability

IN NO EVENT SHALL INTROVOKE’S AGGREGATE LIABILITY PURSUANT TO THIS AGREEMENT EXCEED TEN DOLLARS ($10.00). IN NO EVENT SHALL EITHER PARTY AND/OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS PLATFORM, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE PLATFORM, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE PLATFORM, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE IN THE CONTENT, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY'S LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

  1. Additional Rights

Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental, consequential or certain other types of damages, so the exclusions set forth above may not apply to you.

  1. Local Laws and Export Control

The Platform provides services and uses software and technology that may be subject to United States export controls administered by the U.S. Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, and other U.S. agencies and the export control regulations of other applicable countries. You acknowledge and agree that the Platform shall not be used, and none of the underlying information, software, or technology may be transferred or otherwise exported or re-exported to countries as to which the United States or any other applicable country maintains an embargo (collectively, “Embargoed Countries”), or to or by a national or resident thereof, or any person or entity on the U.S. Department of Treasury's List of Specially Designated Nationals or the U.S. Department of Commerce's Table of Denial Orders (collectively, “Designated Nationals”). The lists of Embargoed Countries and Designated Nationals are subject to change without notice. By using the Platform, you represent and warrant that you are not located in, under the control of, or a national or resident of an Embargoed Country or Designated National. You agree to comply strictly with all U.S. and other applicable export laws and assume sole responsibility for obtaining licenses to export or re-export as may be required. Introvoke and its licensors make no representation that the Platform is appropriate or available for use in other locations. If you use the Platform from outside the United States of America, you are solely responsible for compliance with all applicable laws, including without limitation export and import regulations of other countries.

  1. Notice

Introvoke may give notice by means of electronic mail to your e-mail address on record in Introvoke’s account information, or by written communication sent by first class mail or pre-paid post to your address on record in Introvoke’s account information. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email). You may give notice to Introvoke (such notice shall be deemed given when received by Introvoke) at any time by any of the following: letter to Introvoke delivered by nationally recognized overnight delivery service or first class postage prepaid mail to Introvoke, in either case, addressed to the attention of: Chief Executive Officer.

  1. Modification to Terms

Introvoke reserves the right to modify the terms and conditions of this Agreement or its policies relating to the Platform at any time, effective upon posting of an updated version of this Agreement on the Platform. You are responsible for regularly reviewing this Agreement. Continued use of the Platform after any such changes shall constitute your consent to such changes.

  1. Assignment; Change in Control

This Agreement may not be assigned by you without the prior written approval of Introvoke but may be assigned without your consent by Introvoke to (i) a parent or subsidiary, (ii) an acquirer of assets, or (iii) a successor by merger, consolidation, stock sale or similar. Any purported assignment in violation of this section shall be void. Any actual or proposed change in control of you that results or would result in a direct competitor of Introvoke directly or indirectly owning or controlling 50% or more of you shall entitle Introvoke to terminate this Agreement for cause immediately upon written notice.

  1. General

This Agreement shall be governed by the laws of the Commonwealth of Massachusetts and controlling United States federal law, without regard to the choice or conflicts of law provisions of any jurisdiction, and any disputes, actions, claims or causes of action arising out of or in connection with this Agreement or the Platform shall be subject to the exclusive jurisdiction of the state and federal courts located in Suffolk County, Massachusetts. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. No joint venture, partnership, employment, or agency relationship exists between you and Introvoke as a result of this Agreement or use of the Platform. The failure of Introvoke to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Introvoke in writing. This Agreement comprises the entire agreement between you and Introvoke with respect to your use of the Platform, and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein. 

  1. Definitions

As used in this Agreement now or hereafter associated herewith:

“Intellectual Property Rights” means unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world; 

“User(s)” means your employees, representatives, consultants, contractors or agents who are authorized to use the Platform and/or have been supplied user identifications and passwords by you (or by Introvoke at your request).

Questions or Additional Information

If you have questions regarding this Agreement or wish to obtain additional information, please send an e-mail to  hello@introvoke.com.