(date of last revision: 15 August 2014)
FOR SUBSCRIBERS (USERS ENJOYING OUR SITE SOLELY TO VIEW CONTENT) AND PRESENTERS.
PLEASE READ THIS USER AGREEMENT CAREFULLY. BY ACCEPTING THESE TERMS OR ACCESSING OR USING BRIGHTTALK’S WEBSITE (THE “SITE”) OR THE SERVICES (AS DEFINED BELOW), YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS DESCRIBED HEREIN. IF YOU DO NOT AGREE TO ALL OF THESE TERMS, DO NOT USE THE SITE OR ANY OF THE SERVICES.
1. THE AGREEMENT
This Agreement sets out the terms and conditions on which You may access and use the services, specifically any service provided on, through or by the Site, including the facility for all Users to post, submit, subscribe to view Content, as well as new features and services which may be introduced from time to time, and related technology (“the Services”).
BrightTALK reserves the right to modify the terms of this Agreement at any time by placing the revised terms on this website and in the case of material changes You will be notified by email to the email address of record in Your Account. Your continued use of the Services following the posting of the revised terms on this website, or the passage of fifteen (15) business days from the time of such posting, shall be deemed to constitute Your acceptance of such modification.
2. CONDITIONS AND RESTRICTIONS OF USE
2.1 User Eligibility
You may not set up an account on the Site if You are under the age of 18 or if You have been banned, suspended or had an account removed from the network by BrightTALK for any reason. If You set up an account, You are representing and warranting that You are at least 18 years of age. You may not have more than one account. You may not sell or otherwise transfer Your account to another party.
2.2 Registration and User Information
2.3 Licence to the Services
Subject to the terms and conditions of this Agreement, BrightTALK hereby grants You a limited, revocable, non-exclusive, non-transferable, non-sublicensable, worldwide right to use the Services solely for the purposes described in this Agreement which include the right to embed a BrightTALK™ Channel or webinar on Your website. All rights not expressly granted to You are reserved by BrightTALK and its licensors. Except as expressly permitted by BrightTALK, You shall not: (a) licence, sublicence, sell, resell, rent, transfer or assign, the Services in any way; (b) reverse engineer, decompile, modify, translate, disassemble (except to the extent that this restriction is expressly prohibited by law) or create derivative works based upon the Services, including the Content, the underlying technology, and the BrightTALK player; (c) use any data mining, robots or similar data gathering or extraction methods or (d) use any of the Content or the Services other than for its intended purpose. Upon termination, suspension or expiration of this licence, You shall no longer have the right to use the Services or display, download or make available any Content from the Site. This licence shall terminate automatically upon termination or expiration of this Agreement.
You acknowledge that BrightTALK does not screen or review Content to determine whether, amongst other things, it contains false, defamatory, offensive, indecent, or objectionable material or contains errors and/or omissions. However, BrightTALK reserves the right, and has absolute discretion, to monitor, screen, edit or remove any Content posted on the Site or accessed through the Services at any time. Under no circumstances will BrightTALK be liable in any way for any User or other third-party Content, including, but not limited to, for any defamation, falsehoods, errors or omissions in any such Content, or for any loss or damage of any kind incurred as a result of the use or publication of any such Content posted, emailed or otherwise transmitted via the Services or the failure to access such Services. As set forth below in the Representations and Warranties and Limitation of Liability sections. BrightTALK does not guarantee that any Content will be to Your satisfaction.
2.5 Public Profiles
Your Public Profile contains details such as name, job title, organization, country, photos, activity and history, and comments. Other Users will be able to view your Public Profile on should you desire. You agree that all Profile Information shall be true and accurate, and You shall only create one Public Profile. You agree not to use information contained in Public Profiles to solicit Users from a competitor’s Channel. You agree that the Public Profiles shall not (a) contain material that is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory or otherwise objectionable; (b) contain material that is sexually explicit, pornographic, violent, or discriminatory; (c) promote illegal or unlawful activity; (d) impersonate or attempt to impersonate or stalk any person or entity; or (e) violate any law or regulation or otherwise infringe on a third parties’ right(s). BrightTALK reserves the right, and has absolute discretion, to remove any Public Profiles posted on or accessed through the Services at any time.
2.6 Term and Termination
This Agreement commences when accepted by You and has an Initial Term of three (3) months. Upon expiration of the initial term and each subsequent term, this Agreement will automatically renew for successive renewal terms in equal duration to the initial term unless You terminate by providing written notice to BrightTALK at least 30 days prior to the end of the previous term, or as otherwise stated below.
BrightTALK may terminate Your account and/or suspend Your access to the Services should You fail to comply with the terms and conditions contained in this agreement or any other guidelines and rules published by BrightTALK. BrightTALK further reserves the right to terminate or suspend any Subscriber’s account with or without cause in BrightTALK’s sole discretion without prior notice.
THE FOLLOWING CLAUSES 2.7 TO 3, INCLUSIVE, APPLY ONLY TO USERS WHO ARE PRESENTERS
2.7 Ownership Rights
Each party retains any and all pre-existing right, title and interest in and to its website(s), trademarks, intellectual property, Your Content (in Your case), the Services (in the case of BrightTALK), and all components thereof. This Agreement shall not be construed in any manner as transferring any rights of ownership of or licence to the foregoing, and/or to the features or information therein, except as expressly set out in this Agreement. Under no circumstances will this Agreement be construed as granting, by implication, estoppel or otherwise, a licence to any intellectual or other property or components thereof other than as specifically granted in this Agreement. BrightTALK does not independently confirm that all Content is provided by a valid rights holder. In the event that BrightTALK becomes aware that Content has been provided by a person who is not a valid rights holder, BrightTALK may, at its discretion, disable and/or terminate the publication of such Content.
2.8 Licence to Content, Your Data and your Performance
You hereby grant BrightTALK a non-transferable (except as provided herein), royalty-free, non-exclusive, worldwide licence to perform such acts in connection with Your Content as is necessary to provide the Services. The foregoing licence includes, without limitation, permission for BrightTALK to (a) aggregate, publicly display, transmit, distribute, copy in its original form or in the form of an encoded work, store, archive, modify, create derivative works of, or reproduce Your Content and to perform such other acts with respect to Your Content as are necessary from time to time to provide the Services; (b) use Your Content and Your name, voice, likeness, persona and performance in connection with any webinars or other Content that You post, provide or participate in, in connection with the Service; (c) offer or provide open access to Your Content on or through the Site (or other website wholly-owned and/or operated by BrightTALK) and/or sub-domains thereof; (d) grant sublicences to Your Content to enable it to be embedded and displayed on third party websites; (e) to distribute, transmit, and/or display Your Content on the Site or via such technologies as are or may in the future be supported by BrightTALK from time to time including without limitation, the internet and/or wireless transmission; (f) display advertisements in connection with or alongside any display of Your Content. For the avoidance of doubt, the parties expressly agree and acknowledge that the Services do not include taking title to any of Your Content. Such licence will survive termination of this Agreement.
2.9 Licence to Marks
Subject to the terms and conditions of this Agreement, You grant BrightTALK, a non-transferable (except as provided herein), non-exclusive, royalty-free right to reproduce and display Your logos, trademarks, trade names and other similar identifying material (the “Marks”) that You provide solely for the purposes described herein, and to grant sublicences thereto on the same terms and conditions to third parties that embed Your Content on their websites to the extent necessary in connection with the Services. This license and all sublicences thereto shall survive termination of this Agreement.
2.10 Representations about Content
You specifically represent and warrant that any Content provided directly or indirectly by You, and its distribution and/or publication through the Services, the Site, or through its being embedded on any third party website, does not, and shall not, infringe or misappropriate any third party’s rights, nor shall doing so violate any right of any person, including without limitation any copyrights, trademarks, rights of publicity and rights of privacy. You represent and warrant that You own or have obtained all necessary rights and licenses with respect to Your Content. You further represent that You have paid all licence fees and/or other fees required to be paid to third parties for performance of Your obligations or exercise of Your rights hereunder, for the grant of licences hereunder, and for any other act by You under this Agreement (“Third Party Licence Fees”) and You covenant to pay any Third Party License Fees required to be paid in the future for such actions in a timely manner. You further expressly agree that as between You, on the one hand, and BrightTALK on the other hand, any obligation to pay Third Party Licence Fees as a result of distribution of Your Content pursuant to this Agreement shall be Your obligation and not the obligation of BrightTALK.
You agree to indemnify and hold BrightTALK and its officers, directors, shareholders and employees harmless from any claim, damages, loss or liabilities (including reasonable legal costs) made by any third party due to or arising out of Content you submit, post, transmit or otherwise make available through the Services.
4. DISCLAIMER OF WARRANTIES
THE SITE, THE SERVICE AND CONTENT PROVIDED BY BRIGHTTALK IS PROVIDED “AS IS”, WITH NO WARRANTIES WHATSOEVER. ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS, ARE EXPRESSLY DISCLAIMED BY BRIGHTTALK AND ITS LICENSORS TO THE FULLEST EXTENT PERMITTED BY LAW.
BRIGHTTALK AND ITS LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTEE AS TO THE RELIABILTY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY, NONINFRINGEMENT OR COMPLETENESS OF THE SITE, THE SERVICE OR ANY CONTENT, OR ANY USER DATA. BRIGHTTALK AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (C) ANY OF THE PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (D) ERRORS OR DEFECTS WILL BE CORRECTED, OR (E) THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
YOU EXPRESSLY ACCEPT THE FOREGOING DISCLAIMERS AS A CONDITION OF USE OF THE SITE. BRIGHTTALK FURTHER DISCLAIMS ANY RESPONSIBILITY FOR THE DELETION, FAILURE TO STORE, MISDELIVERY, OR UNTIMELY DELIVERY OF ANY INFORMATION OR MATERIAL. BRIGHTTALK DISCLAIMS ANY RESPONSIBILITHY OR LIABILITY FOR ANY HARM RESULTING FROM DOWNLOADING OR ACCESSING ANY INFORMATION OR MATERIAL THROUGH THE SERVICE, INCLUDING, WITHOUT LIMITATION, FOR HARM CAUSED BY VIRUSES OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES, AND YOU ACCEPT SUCH RISK AS A CONDITION OF USE.
In any jurisdiction that does not allow the disclaimer of implied warranties, the foregoing disclaimers may not apply to You as they relate to implied warranties.
5. LIMITATION OF LIABILITY
YOU EXPRESSLY UNDERSTAND AND AGREE THAT UNDER NO CIRCUMSTANCES SHALL BRIGHTTALK OR ITS LICENSORS BE LIABLE TO ANYONE ON ACCOUNT OF USE OR MISUSE OF AND RELIANCE ON THE SITE, THE SERVICE OR THE CONTENT. SUCH LIMITATION OF LIABILITY SHALL APPLY TO PREVENT RECOVERY OF DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, AND PUNITIVE DAMAGES (EVEN IF BRIGHTTALK OR ITS LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES). SUCH LIMITATION OF LIABILITY SHALL APPLY WHETHER THE DAMAGES ARISE FROM USE OR MISUSE OF AND RELIANCE ON THE SERVICE AND/OR CONTENT, OR FROM INABILITY TO USE THE SERVICE, OR FROM THE INTERRUPTION, SUSPENSION, OR TERMINATION OF THE SERVICE (INCLUDING SUCH DAMAGES INCURRED BY THIRD PARTIES).
UNDER NO CIRCUMSTANCES SHALL BRIGHTTALK OR ITS LICENSORS BE HELD LIABLE FOR ANY DELAY OR FAILURE IN PERFORMANCE RESULTING DIRECTLY OR INDIRECTLY FROM ACTS OF NATURE, FORCES, OR CAUSES BEYOND ITS REASONABLE CONTROL, INCLUDING WITHOUT LIMITATION, INTERNET FAILURES, COMPUTER EQUIPMENT FAILURES, TELECOMMUNICATION EQUIPMENT FAILURES, OTHER EQUIPMENT, TECHNOLOGY OR, ELECTRICAL POWER FAILURES, NONPERFORMANCE OF THIRD PARTIES OR GOVERNMENTAL ACTIONS.
IN NO EVENT SHALL THE AGGREGATE LIABILITY OF BRIGHTTALK, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), PRODUCT LIABILITY, STRICT LIABILITY OR OTHER THEORY, ARISING OUT OF OR RELATING TO THE USE OF OR INABILITY TO USE THE SITE, THE SERVICES OR THE CONTENT EXCEED THE COMPENSATION YOU PAY, IF ANY, TO BRIGHTTALK FOR ACCESS TO OR USE OF THE SITE OR THE SERVICES IN THE TWELVE MONTHS PRECEDING THE CIRCUMSTANCES THAT GAVE RISE TO THE CLAIM.
In any jurisdiction that does not permit limitations of liability, the foregoing limitation may not apply to You.
6. CHANGE OF CONTROL
In the event of a change of control of BrightTALK, this Agreement shall be binding upon and inure to the benefit of the parties hereto and BrightTALK’s heirs, successors and assigns.
7. CONTRACTING PARTIES, NOTICES, GOVERNING LAW AND JURISDICTION
The party that You are contracting with under this Agreement, who notices should be sent to, the governing law of this Agreement and exclusive court jurisdiction to which both parties to this Agreement consent, depend on Your location and are set out below:
Users located in:
Are contracting under this Agreement with:
Notices should be in writing. delivered by hand or mail and addressed to:
The governing law shall be:
The courts having exclusive jurisdiction are:
The USA, Canada, a country in Central or South America, the Caribbean, Asia
BrightTALK Inc, a Delaware corporation
If to BrightTALK Inc.: 501 Folsom Street, 2nd Floor, San Francisco, CA 94105, USA If to Customer: to the address provided in the relevant SOW
San Francisco, California, USA
Europe, the Middle East or Africa
BrightTALK Ltd, a UK registered company
If to BrightTALK Ltd: 16 St Martin’s Le Grand, London, EC1A 4NA, UK; and If to Customer: to the address provided in the relevant SOW
8. GENERAL DEFINITIONS APPLICABLE TO THIS AGREEMENT
In this User Agreement, the following definitions shall apply:
(i) The “Site” means websites served by the BrightTALK technology platform;
(ii) “Channel” means a BrightTALK™ embeddable webinar player on which the Channel Owner can provide Subscribers with access to upcoming, live and recorded webinars and other Content using self service applications;
(iii) “Channel Owner” means someone who sets up, manages, and populates a Channel;
(iv) “Content” means all webinars and other content that is published on the Site including, without limitation, content in Public Profiles, video, music, audio, photographs, images, text, trade mark, copyrighted work, any digital file, any live or recorded event;
(v) "Presenter" means someone who delivers a presentation in a webinar;
(vi) “Public Profile” means a public profile that contains details including name, job title, organization, country, photos, brighttalk.com activity and history, and comments that is shared with other Users.
(vii) "Sponsor” means someone who sponsors a Summit or webinar in exchange for brand promotion and thought leadership opportunities and for lead generation where applicable;
(viii) “Subscribers” means those who have subscribed to the Site, a Channel or a Summit;
(ix) "Summit" means a BrightTALK™ Summit which is an online seminar, with multiple presentations and speakers, that is broadcast live and also available for later on-demand viewing and that may include webinars from more than one Channel;
(x) “Users” means all Channel Owners, Presenters and Subscribers;
(xi) “You” means you, or, if you are accepting on behalf of your employer or another entity, “You” means that employer or entity;
(xii) “Your Data” means information that you are required to provide to complete the registration process or opt to provide to BrightTALK;
(xiii) “Your Content” means any Content that is placed and/or provisioned by You on the Site;
Note: certain terms, including “Services,” are defined in the main body of the Agreement above.
9. COPYRIGHT COMPLAINTS, REPEAT INFRINGER
If You believe that anything on BrightTALK infringes upon any copyright which You own or control, You may file a notification of such infringement with our Designated Agent as set forth below:
Notification of copyright infringement should be sent by mail, fax or email to:
Designated Agent: Paul Heald
Address: 501 Folsom Street, San Francisco, CA 94105, USA
Telephone Number: +1 415 625 1500
Fax Number: +1 415 625 1555
Email Address: email@example.com
In accordance with the Digital Millennium Copyright Act (DMCA) and other applicable law, BrightTALK has adopted a policy of terminating, in appropriate circumstances and at BrightTALK's sole discretion, Users or account holders who are deemed to be repeat infringers. BrightTALK may also at its sole discretion limit access to the Site and/or terminate the accounts of any Subscribers who infringe any intellectual property rights of others, whether or not there is any repeat infringement.