Last Updated: August 25, 2022
These Enterprise Terms ("Enterprise Terms") apply to individually-negotiated order forms executed by The Company ("Company” “The Company", "we", "us", or "our") and you. Upon execution, the Order Form, together with these Enterprise Terms, form a binding agreement ("Agreement"). These Enterprise Terms shall not apply to "self-service" purchases (i.e., those made directly from our websites without involvement of our sales team).
1. Products and Services
Except as otherwise stated in this Section 1, the products and services you order from us are governed by our standard Terms of Service, available at Terms of Service, as modified by these Enterprise Terms.
SaaS Subscriptions: Subscription services will be deemed made available on the Start Date (stated in the Order Form), regardless of when you start using all or part of the services, and for the duration of the Initial Service Period (stated in the Order Form). If an Order Form is executed or returned to the Company after the stated Start Date, the Company may adjust the Start Date and End Date (without changing the length of the Initial Service Period) based upon the date the Company makes the services available to you. You may need to create an account, upload assets, or provide certain information in order to start using the services.
Apps: Applications for third-party platforms ("apps") will be developed after the Start Date and after you have provided all required assets and approvals. Apps may need to be approved by a third-party platform or store, which may have content guidelines that differ from the Company’s. You will remain responsible for fees if any app is rejected based upon your content or conduct.
Live Production Services: Orders for live production services (i.e., assistance in facilitating live streaming of events) are governed by these Enterprise Terms and a standard MSA signed directly with the Company for your particular needs.
If you have ordered subscription services, the Agreement begins on the Start Date and continues for the Initial Service Period. Unless otherwise stated in the Order Form, your Agreement will automatically renew for successive 12-month periods (each a "Renewal Period") until either party provides at least thirty (30) days’ written notice of non-renewal before a Renewal Period begins. The Initial Service Period and any Renewal Period(s) shall be referred to as the "Term."
Either party may terminate the Agreement if the other party fails to cure any material breach thereof within fifteen (15) days of written notice of the breach.
We may terminate the Agreement immediately if you (a) repeatedly violate our Terms of Service; or (b) become insolvent, enter bankruptcy, reorganization, composition or other similar proceedings under applicable laws, whether voluntary or involuntary, or admit in writing your inability to pay your debts, or make or attempt to make an assignment for the benefit of creditors.
Upon expiration or termination of the Order Form or this Agreement for any reason, all rights granted to you under this Agreement will immediately terminate, the Company may immediately suspend or remove your accounts (and any content therein) associated with the Agreement, and you must immediately stop using the services and remove any of your the Company-powered apps from third-party platforms.
In the event of termination for your breach, (a) you will continue to be responsible for all fees (which shall be accelerated if unpaid); (b) any revenue payable to you shall be forfeited; (c) you may not create or use a self-service account with us; and (d) we may terminate any other agreements with you.
4. Prices and Fees
You will pay the amounts set forth in your Order Form plus any applicable taxes. If the Order Form does not list any price for an ordered product or service, you will pay the Company’s then-current standard prices. If the Order Form lists zero as the price, this indicates that the product or service is bundled with another paid product or service and shall not be construed as a standalone commitment to provide a free product or service. At the beginning of a Renewal Period (if any), we may, upon notice, increase prices by up to 5% annually.
If your usage exceeds stated limitations in the Order Form, the Company may charge you overage fees. You are responsible for monitoring your own usage. The Company shall not be required to limit your usage or inform you if you are about to exceed usage limitations.
Sales and value-added taxes may apply to all purchases. You are solely responsible for paying such taxes or demonstrating that you are exempt.
All payment obligations are non-cancelable and paid amounts are non-refundable. Any refund policy set forth on our website or marketing materials (which apply to self-serve accounts) shall not apply.
5. Payment Terms
You must pay all fees using a valid payment method or, if we permit, by invoice. All invoices are payable within thirty (30) days after the invoice date without offsets or deductions of any kind. Fixed fees may be invoiced in advance at the start of each period. Variable fees (e.g., overage fees, transactional fees, etc.) will be invoiced in arrears. You agree to receive invoices by email to the billing contact stated on the Order Form. Certain types of fees may be paid through systems we provide without an invoice.
In the event of late payments or nonpayment: (a) we may deduct amounts owed from any revenue owed to you until all fees are paid; (b) we may suspend or limit service to you until all fees are paid; (c) we may charge interest of up to 1.5% per month or the maximum allowable by law (whichever is lower) on past-due amounts; and (d) you agree to pay our reasonable costs of collection (including court filing fees and attorneys’ fees).
Invoiced amounts will be deemed accounts stated and may not be disputed after six (6) months after the invoice date. No endorsement or statement on any check or payment or accompanying document will be construed as an accord or satisfaction. All amounts are expressed, and must be paid, in U.S. dollars.
You grant us permission to use your name and logo on our customers lists, marketing pitch-books, and investor materials. Neither party shall issue any press release about their relationship without the prior written consent of the other.
The Order Form may not be modified except in a writing signed by each party. The Company may modify these Enterprise Terms or any applicable online terms of service by posting a revised set of terms on its website. Except for changes that the Company determines are required by applicable law or regulation and changes that concern the Company’s Acceptable Use Policy, (a) any changes will apply prospectively; and (b) your consent shall be required for any changes that materially diminish your rights.
Any assignment of the Agreement by you without our prior written consent shall be void.
The Agreement constitutes the entire agreement and understanding between the parties as to the subject matter thereof and supersedes all prior agreements and understandings, written or oral, including any proposals, price quotes, and non-disclosure agreements. No additional terms set forth in any subsequent "purchase order" or "clickwrap" agreement that may be presented to and clicked through by us as part of your procurement or payment portal will have any binding effect. No Company reseller, agent, or employee is authorized to make any modification, extension, or addition to this Agreement.
To the extent there is any inconsistency between your Order Form and any online document, the following documents shall control, in this order: (a) the Order Form; (b) these Enterprise Terms, (c) the Enterprise Data Processing Addendum (if applicable) and (d) the online terms of service referenced herein.