Rev. date: December 17, 2019
1. Description of Service
HexaFair provides a software platform, also referred to as Virtual Event Service Platform, named HexaFair (herein after referred as “Service” or “Services”). The Service is offered and provided subject to the terms and conditions of this Agreement. The Customer shall connect to the Service using any internet browser or mobile application supported by the Service. The Customer is responsible for obtaining access to the internet and the equipment necessary to access the service.
2. Modification of Terms of Service
HexaFair reserves the right to update and change the Terms of Service from time to time; an updated version will be published on our website at https://www.hexafair.com/terms-of-service. Any new features that augment or enhance the current Service, including the release of new tools and resources, shall be subject to this Terms of Service. You may terminate your use of the Services if the Terms are modified in a manner that substantially affects your rights in connection with use of the Services. Your continued use of the Service after any such changes shall constitute your consent to such changes. You can review the most current version of the Terms of Service at any time at https://www.hexafair.com/terms-of-service.
3. Restrictions on Use
In addition to all other terms and conditions of this Agreement, you shall not: (i) transfer or otherwise make available to any third party the Services; (ii) provide any service based on the Services without prior written permission; (iii) use the Services for spamming and/or other illegal purposes; or (iv) reverse engineer or access the Service in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Service, or (c) copy any ideas, features, functions or graphics of the Service.
4. Payment & Refund Terms
- The amount billed OR Paid is non-refundable. There will be no refunds or credits for partial days of service OR in the event of cancellation of the service.
- Information on the cost and charges for all paid Services is available in contract by our business team.
- In case of non-payment for any reason or any violation of these terms, HexaFair shall be entitled – without liability – to immediately bar Customer’s access to the Service.
- When the Customer pays HexaFair via bank transfer, the necessary bank transfer charges should be borne by the Customer. For avoidance of doubt, the total amount (fee) payable for the service should be credited to our bank account without any deductions.
- Customer is responsible for all taxes and Customer will pay HexaFair for the Services without any reduction for taxes. If HexaFair is obligated to collect or pay taxes, the taxes will be invoiced to Customer.
- In case of any third party services usage, the customer is liable to pay the fees directly to the service provider OR the bill amount raised by the third party service provider through HexaFair account (transfer & taxes will be additional) such as Web Server Hosting charges, Livestreaming Service charges, Webcasting Service charges as per their pricing terms.
- Onsite support cost: Onsite support may be required by the client. In such case, the client is responsible for making arrangements and expenditures for Accommodation, Air OR Travel tickets, VISA, Food, Local transport and misc. expenditures for the people who is brought to onsite completely.
5. Data ownership & Privacy
- HexaFair does not own any customer data. The Customer shall have the sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use any and all customer data.
- HexaFair provides an automatic data backup setup for every event as part of platform setup service. This backup solution is setup on either the customer’s web server or the recommended hosting service of third party service provider. However, there might be rare occasions of data loss or failure to store or retrieve any data due to a defect in our software or the software used by the above mentioned cloud service providers. In such cases, HexaFair will restore the last backup data in mutual consultation with the customer.
- To the extent that HexaFair processes any Personal Data as part of Customer Data that is subject to the General Data Protection Regulation (the “GDPR”), on Customer’s behalf, in the provision of the services hereunder, the terms of the HexaFair Data Processing Agreement, which are hereby incorporated by reference, shall apply. For customers that are located in the European Union or the European Economic Area, the Standard Contractual Clauses adopted by the European Commission, attached to the Data Processing Agreement, with HexaFair, which provide adequate safeguards with respect to the personal data processed by us under this Agreement and pursuant to the provisions of our Data Processing Agreement apply. You acknowledge in all cases that HexaFair acts as the data processor of Customer Data and you are the data controller of Customer Data under applicable data protection regulations in the European Union and European Economic Area. The Customer will obtain and maintain any required consents necessary to permit the processing of Customer Data under this Agreement. If you are subject to the GDPR you understand that if you give an integration provider access to your HexaFair account, you serve as the data controller of such information and the integration provider serves as the data processor for the purposes of those data laws and regulations that apply to you. In no case are such integration providers are considered our sub-processors.
- Solely and only for the purpose of providing the services to you, with respect to HexaFair functionalities like backup, replication, high availability, caching for speed, performance, throughput and various other functional and non-functional capabilities, you grant HexaFair royalty free, worldwide permission to access, copy, distribute, store, transmit, reformat, display and perform the content of your account.
- Client Access details: Client shall provide all the access details such as username, password, server access key files, necessary for HexaFair to perform the work. In return HexaFair will maintain the confidentiality of any such information and will maintain the trade secrets of client with due care.
- You hereby consent that, HexaFair may identify you as a Customer of the service (using your name and logo) and generally describe the products or services it provides to you in its promotional materials, presentations, media, press releases and proposals to other current and prospective customers.
- At the end of Virtual Event is over (as per the date agreed in the Service Level Contract),HexaFair shall provide all Customer Data on explicit written request from the customer in a generally accessible format within 10 days after the end of such term and thereafter may delete the customer account and all of the Customer Data. Please note that some information like billing and subscription may remain with us for accounting and legal reasons.
Confidential Information of the Customer shall mean all business and technological information of Customer and shall include the Customer Data. Confidential Information of HexaFair shall mean the Services other than the Customer Data. Confidential Information shall not include any information which is in the public domain (other than through a breach of this agreement), which is independently developed by the recipient or which is received by a third party not under restriction. The recipient will not disclose the Confidential Information, except to affiliates, employees, agents, professional advisors, or third party vendors who participate in the provision of the Services hereunder who need to know it and who have agreed to keep it confidential. The recipient will ensure that those people and entities use the received Confidential Information only to exercise rights and fulfill obligations under this Agreement, while using reasonable care to keep it confidential. The recipient may also disclose Confidential Information to the extent required by an order of a government entity of appropriate jurisdiction; provided that the recipient uses commercially reasonable efforts to promptly notify the other party of such disclosure before complying with such order.
7. General Account Terms
- Access to the Service is only available to the Customer and the Users to whom the Customer grants access, subject to the Customer making the applicable payments for the Service under this Agreement.
- Usernames and passwords are personal, and are to be considered part of Confidential Information of Customer. The Customer is at all times fully liable for all acts and omissions by Users whom the Customer has granted access and agrees to indemnify HexaFair for all claims and losses related to such acts and omissions.
- Customer may not use the Service for any illegal or unauthorized purpose. Customer must not, in the use of the Service, violate any laws in customer jurisdiction (including but not limited to copyright laws).
- HexaFair may make updates to the Service from time to time as per market demands.
- Except as expressly set forth herein, this Agreement does not grant either party any rights, implied or otherwise, to the other’s content or any of the other’s intellectual property. As between the parties, Customer owns all Intellectual Property Rights in Customer Data and HexaFair owns all Intellectual Property Rights in the Service.
You agree that in connection with your use of the Services you shall not: (i) email or otherwise transmit any unsolicited or unauthorized communication, (ii) upload, transmit or otherwise make available any code or material that may harm or interfere with any device, software, network or service, including, but not limited to, any viruses or propagating worms, Trojan horses or “spyware” programs, (iii) compromise or attempt to compromise the normal functioning or security of the Services, (iv) access or attempt to access any account or password of any user of the Services, (v) falsify your identity in connection with use of the Services, or (vi) perform any load, penetration or vulnerability testing of the Services. Some areas of the Services may be password protected or restrict access to authorized users. No person other than authorized users may access any password protected or restricted areas of the Services. ON24 is not responsible for any unauthorized access or attempted access to any password protected or restricted area. Unauthorized users do so to at their own risk and may be subject to prosecution and/or civil action. HexaFair reserves the right, should it discover or reasonably suspect any violation of these Terms by you, to suspend or terminate your access to the Services without notice and/or take any other action that it deems necessary.
9. User Materials:
With exception to materials provided to HexaFair pursuant to a written agreement containing applicable confidentiality provisions, any comments, feedback, ideas, suggestions, data, questions, information, or materials submitted to HexaFair through the Services by any means (“User Materials”) are not confidential. By submitting User Materials, you grant HexaFair a worldwide, royalty-free, irrevocable, fully paid-up, transferable license to copy, reproduce, publish, upload, post, transmit, distribute, publicly display, perform, modify, create derivative works from, and otherwise freely use, the User Materials, including, without limitation, to promote, market and provision the Services and to contact you regarding the Services. You shall be solely responsible for your User Materials and the consequences of uploading, posting, submitting, transmitting or distributing them. You agree that you will not upload, post, submit, transmit, distribute or otherwise make available in the Services: (i) any falsehoods or misrepresentations that could damage HexaFair or any third party; or (ii) any material which is unlawful, defamatory, libelous, slanderous, pornographic, obscene, abusive, profane, vulgar, sexually explicit, threatening, harassing, harmful, hateful, or otherwise objectionable, or which encourages conduct that would be considered a criminal offense, give rise to civil liability, violate any law or any right of privacy or publicity, or is otherwise inappropriate.
10. Third Party Services:
We are not responsible for the quality, accuracy, timeliness, reliability or any other aspect of these products and services. If you make a purchase from a merchant on the Site or on a site linked to by the Site, the information obtained during your visit to that merchant’s online store or site, and the information that you give as part of the transaction, such as your credit card number and contact information, may be collected by both the merchant and us. A merchant may have privacy and data collection practices that are different from ours. We have no responsibility or liability for these independent policies. In addition, when you purchase products or services on or through the Site, you may be subject to additional terms and conditions that specifically apply to your purchase or use of such products or services. For more information regarding a merchant, its online store, its privacy policies, and/or any additional terms and conditions that may apply, visit that merchant’s website and click on its information links or contact the merchant directly. You release us and our affiliates from any damages that you incur, and agree not to assert any claims against us or them, arising from your purchase or use of any products or services made available by third parties through the Site.
Your participation, correspondence or business dealings with any third party found on or through our Site, regarding payment and delivery of specific goods and services, and any other terms, conditions, representations or warranties associated with such dealings, are solely between you and such third party. You agree that HexaFair shall not be responsible or liable for any loss, damage, or other matters of any sort incurred as the result of such dealings.
11. Warranty and Disclaimer
- HexaFair warrants that it will provide 95% uptime of the service failing which downtime credit will be provided for the time the service was not available. HexaFair does not warrant any downtime due to the failure of server or cloud environment or network outage provided by third party service providers.
- HexaFair agrees to defend, indemnify, and hold harmless Customer, its Affiliates, and their respective, officers, directors, employees, agents, representatives and contractors from and against any claims, actions, demands, liabilities and expenses, including, without limitation, damages, other monetary relief, expert fees, costs and reasonable legal fees, alleging or resulting from any claim that the Services infringe upon the intellectual property rights of whatever type or form of any third party.
- HexaFair is not responsible for any delays, delivery failures, or other damage resulting from limitations, delays, and other problems inherent in the use of the Customer provided internet and electronic communications.
- Communication Plan: HexaFair will endeavour to stick to the communication plans providing frequent updates to the client on a regular basis during pre-event, live-event & post-event days. Similarly, the client shall endeavour to stick to the feedback and approval plans. Any delays caused by the client in providing feedback or approvals or contents shall affect the time scale of the event. The client understands that the delays in communication may affect the event schedule, such cases, HexaFair will not hold any responsibility and will not pay any damages cost.
- Except as otherwise provided herein, the Service is provided on an “AS IS” basis, without warranties of any kind, either express or implied, including, without limitation, implied warranties of title, merchantability, fitness for a particular purpose or non-infringement.
- HexaFair takes reasonable care for virus protection and other harmful components; however, given the nature of virus evolution, HexaFair makes no warranty that the service will be free of viruses or other harmful components.
- HexaFair makes no warranty that:
- The service will be error-free or uninterrupted (including, without limitation, interruptions that occur in the context of regularly scheduled maintenance); however, when such errors or interruptions occur, HexaFair will take reasonable efforts the rectify the errors and interruptions;
- Any information or advice obtained by the Customer in connection with the usage of the Service for the fitment of its internal business purpose will be accurate or complete. HexaFair’s employees and consultants make a best case effort to provide the most relevant information to the customer but HexaFair would not be able to guaranteed its accuracy or fitment for purpose; that should be decided by the customer by taking into account other factors that HexaFair might not be privy to,
- The results of using the Service will meet Customer requirements.
12. Limitation of Liability
IN NO EVENT SHALL HEXAFAIR BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, OR OTHER LOSS OR DAMAGE WHATSOEVER OR FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, COMPUTER FAILURE, LOSS OF BUSINESS INFORMATION, OR OTHER LOSS ARISING OUT OF OR CAUSED BY YOUR USE OF OR INABILITY TO USE THE SERVICE, EVEN IF HEXAFAIR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY DISPUTE WITH HEXAFAIR RELATED TO ANY OF THE SERVICES SHALL BE TERMINATION OF SUCH SERVICE. IN NO EVENT SHALL HEXAFAIR’S ENTIRE LIABILITY TO YOU IN RESPECT OF ANY SERVICE, WHETHER DIRECT OR INDIRECT, WILL NOT EXCEED THE GREATER OF ONE HUNDRED DOLLARS ($100) OR 35% OF THE FEES WHICH YOU HAVE PAID TO US
13. Privacy Terms
14. Governing Law & Jurisdiction
This agreement shall be governed by the laws of the State of TamilNadu, India.
Should you have any questions concerning this “Terms of Service”, or if you desire to contact HexaFair for any reason, please contact in writing:
No 14/21 – A, Desigar Street,
TamilNadu, India – 600026.
Phone: +91 75500 97831