SCREENMEET SOFTWARE SERVICE
END USER TERMS
As condition of using the ScreenMeet Service, the user agrees to the following terms (the “End User Terms”):
- DEFINITIONS
The following terms shall have the following meanings for purposes hereof:
"Affiliate” means with respect to any person, any other person directly or indirectly controlling, controlled by, or under common control with such first person. “Control” shall mean having the power to direct the affairs of a person by reason of the ownership of or controlling the right to vote sufficient numbers of shares of voting stock, or to direct the general management of the affairs of such person by contract or otherwise.
"Authorized User or User" means employees and end user customers of, agents and contractors to, Customer and its Affiliates and authorized by Customer to access and use the ScreenMeet Service solely for the benefit of Customer and its Affiliates and its and their end user customers as provided herein.
“Authorized User Limit” means the number of Authorized Users or Users specified in the Order Form.
“Cloud Provider” means a reputable and established company with published policies (e.g. AWS) which provides hosting server hardware, disk storage, firewall protection, server operating systems, management programs, web server programs for delivery of software services such as the ScreenMeet Service.
“Company” means Projector is, Inc., the owner and provider of the ScreenMeet Service.
“Contaminant” means any virus, Trojan horse, worm, logic bomb, or malware or combination of any of the foregoing which is intended or designed to have the effect of disabling, deleting, erasing, permitting unauthorized access to, repossessing, damaging, destroying, corrupting or otherwise affecting or interfering with the use of the ScreenMeet Service.
“Customer Data" means any materials, data and information, including any Personal Data, provided by Customer or its Authorized Users to Company in the course of using the ScreenMeet Service or entered by Customer into the ScreenMeet Service.
“Customer” means the person using the ScreenMeet Service and agreeing to these end user terms.
“Data Protection Law” means all applicable data protection law, including GDPR (as defined in the Data Protection Addendum attached hereto) and other privacy laws as applicable.
“Intellectual Property Rights” means all intellectual and industrial property rights and rights of a similar nature including all rights in and to, patents and inventions, trade-marks, copyrights, industrial designs, rights pertaining to trade secrets and confidential information, publicity rights, personality rights, moral rights, and other intellectual property rights whether registered or not and all applications and registrations pertaining to the foregoing.
“Order Form” means the order form or other agreement entered into by Customer for the use of the ScreenMeet Service and specifying the Authorized User Limit.
“Personal Data” means any information relating to (i) an identified or identifiable natural person and, (ii) an identified or identifiable legal entity (where such information is protected similarly as personal data or personally identifiable information under applicable Data Protection Laws), where for each (i) or (ii), such data is Customer Data.
"ScreenMeet Service" means the Company software service, including any changes, updates, revisions, or enhancements thereto, indicated in the Order Form and provided hereunder.
“Software” means the software embedded within and used to provide the ScreenMeet Service and any other software provided by Company in connection therewith.
“Website” means the Company website currently located at www.screenmeet.com.
- SCREENMEET SERVICE AND SOFTWARE; ADDITIONAL SERVICES
2.1 Use of ScreenMeet Service. Subject to these End User Terms, Company hereby grants Customer, and its Authorized Users a limited, non-exclusive, worldwide, non-transferable license to access and use the ScreenMeet Service solely for Customer’s internal use, provided that in no event shall the number of Authorized Users of the ScreenMeet Service at any time exceed the Authorized User Limit set forth in the Order Form (as may be amended from time to time) without the payment of additional fees. Customer shall ensure that Authorized Users comply with the terms of this Agreement and shall be responsible for any unauthorized acts and omissions of the Authorized Users.
2.2 Certain Use Restrictions. Customer shall not make available the ScreenMeet Service and the Software or any part thereof to third parties, other than Authorized Users. When using the ScreenMeet Service, Customer shall not and shall ensure that Authorized Users do not: (a) modify, translate, decompile, reverse-engineer or otherwise attempt to derive the source materials of the ScreenMeet Service or the Software or any part thereof, except to the extent expressly authorized by applicable law; (b) license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit the ScreenMeet Service or any portion of ScreenMeet Service other than for its own internal purposes; (c) make any use of the ScreenMeet Service that violates any applicable local, state, national, international or foreign law; (d) make use of the ScreenMeet Service in a way that violates the intellectual property or data privacy rights of any party; (e) except for Authorized Users, allow any third party to use any user identifications or passwords issued to Customer for access to the ScreenMeet Service; (f) frame or utilize framing techniques to enclose any trademark, logo, or other ScreenMeet Service (including images, text, page layout or form) of Company; (g) use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to “scrape” or download data from any web pages contained in the Website (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from the Website for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials); (h) except as expressly stated herein, copy, reproduce, distribute, republish, download, display, post or transmit the ScreenMeet Service or any part thereof in any form or by any means; and (i) remove or destroy any copyright notices or other proprietary markings contained on or in ScreenMeet Service. Any unauthorized use of ScreenMeet Service terminates the licenses granted by Company pursuant to this Agreement immediately.
2.3 User Conduct. In using the ScreenMeet Service, Customer agrees that Authorized Users shall not (a) take any action that: (i) infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any person or entity; (ii) is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, obscene, offensive, or profane; (iii) constitutes unauthorized or unsolicited advertising, junk or bulk e-mail; (iv) involves commercial activities and/or sales without Company’s prior written consent, such as contests, sweepstakes, barter, advertising, or pyramid schemes; (v) impersonates any person or entity, including any employee or representative of Company; (vi) interferes with or attempts to interfere with the proper functioning of the ScreenMeet Service or uses the ScreenMeet Service in any way not expressly permitted by these Agreement; or (vii) attempts to engage in or engages in, any potentially harmful acts that are directed against the ScreenMeet Service, including but not limited to violating or attempting to violate any security features of the ScreenMeet Service, using manual or automated software or other means to access, “scrape,” “crawl” or “spider” any pages contained in the ScreenMeet Service, introducing viruses, worms, or similar harmful code into the ScreenMeet Service, or interfering or attempting to interfere with use of the ScreenMeet Service by any other user, host or network, including by means of overloading, “flooding,” “spamming,” “mail bombing,” or “crashing” the ScreenMeet Service.
2.4 Cloud Provider. Company shall host the application Software related to the ScreenMeet Service with a Cloud Provider. Customer acknowledges that the ScreenMeet Service is hosted by a Cloud Provider, and that Company may choose to use some other provider at any time. Customer’s use of the ScreenMeet Service shall be subject to any applicable restrictions of the Cloud Provider. Notwithstanding any other provision of this Agreement, Customer acknowledges and agrees that Company shall not be liable for any problems, failures, defects, errors or access problems in connection with the ScreenMeet Service to the extent that these are caused by the Cloud Provider. Customer acknowledges the fees payable for the ScreenMeet Service reflect the fact that Company is not responsible for the acts or omissions of the Cloud Provider, and that Company could not afford to provide the ScreenMeet Service at the offered rates if it were responsible for nonperformance or failures by the Cloud Provider.
2.5 Service Connections. Customer is responsible for the connection of all devices to the ScreenMeet Service, including the Internet connection. Company shall not be responsible for any failure to meet its obligations under this Agreement which result from or relate to the connection to the ScreenMeet Service.
2.6 Changes to Service. Company may change or modify any of the ScreenMeet Service at any time without notice; provided, however, that Company shall not incorporate a change that adversely affects the functionality of the service.
2.7 Monitoring. Company shall be entitled to monitor Customer’s compliance with the terms of this Agreement, including but not limited the number of Authorized Users accessing the ScreenMeet Service and Company may utilize the information concerning Customer’s use of the ScreenMeet Service to improve Company products and services and to provide Customer with reports on its use of the ScreenMeet Service.
2.8 Interactions with Customers. Customer is solely responsible for interactions with its customers or others by its Authorized Users in connection with the use of the ScreenMeet Service. Customer agrees that Company will not be responsible for any liability incurred as the result of such interactions and shall hold Company harmless and indemnify it against any such liability.
- TERM AND TERMINATION
3.1 Term. Customer’s use of the ScreenMeet Service shall continue for the period set forth in the Order Form and shall terminate as of the end date specified therein. Upon termination of the Customer’s right to use the ScreenMeet Service, it shall cease accessing or using the ScreenMeet Service and Company shall have the right to terminate any further such access.
3.2 Termination; Suspension. Company may terminate Customer’s use of the ScreenMeet Service in the event of a breach of any provision of these End User terms at any time. Company shall also have the right to suspend the provision of the ScreenMeet Service to Customer upon notice if Company reasonably believes that Customer’s continued use of the ScreenMeet Service violates any may result in harm to the ScreenMeet Service (including the systems used to provide the ScreenMeet Service) or other Company customers, or result in a violation of any provision of Section 2.
- WARRANTIES AND DISCLAIMER
Company warrants that:
(a) It will implement appropriate and reasonable administrative, physical, logical and technical and security measures to seek to secure all Customer Data against accidental, unauthorized, or unlawful loss, access, use, disclosure, dissemination, making available, or copying without Customer’s authorization.
(b) It will employ current industry-standard protection standards to prevent the introduction of Contaminants in the ScreenMeet Service.
EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT, COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGMENT WITH RESPECT TO THE SCREENMEET SERVICE. COMPANY MAKE NO WARRANTY, REPRESENTATION OR CONDITION THAT: (1) THE SCREENMEET SERVICE WILL MEET YOUR REQUIREMENTS; (2) USE OF THE THE SCREENMEET SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; OR (3) THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SCREENMEET SERVICE WILL BE ACCURATE OR RELIABLE.
- INTELLECTUAL PROPERTY
5.1 Proprietary Notices; Ownership of ScreenMeet Service. Customer shall not remove notices in the ScreenMeet Service or any part thereof (e.g. downloaded software) that refers to copyrights, trademark rights, patent rights and other Intellectual Property Rights. Customer acknowledges that Company or its licensors owns all right, title and interest in the ScreenMeet Service and all parts thereof and Intellectual Property Rights therein, as well as any improvements, updates, modifications, configurations, revisions, design contributions or derivative works suggested, conceived, created, developed or implemented by either party in or to the ScreenMeet Service. This Agreement does not transfer from Company any proprietary right or interest in the ScreenMeet Service or any part thereof.
5.2 Customer Data. Nothing herein transfers to Company any right, title, or interest of Customer in or to any Customer Intellectual Property, or Intellectual Property Right in Customer Information including any Customer Confidential Information. Company agrees that as between Company and Customer, all right, title and interest in Customer Data and other Customer Confidential Information including Intellectual Property Rights therein will be in Customer. Customer hereby grants to Company, a non-exclusive, royalty-free license during the Term to use Customer Data, only to the extent necessary to provide the Service.
5.3 Feedback. Customer agrees that submission of any ideas, suggestions, documents, and/or proposals to Company through its suggestion, feedback, wiki, forum or similar pages (“Feedback”) is at its own risk and that Company has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback. Customer represents and warrants that it has all rights necessary to submit the Feedback. Customer hereby grants to Company a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights, in connection with the operation and maintenance of ScreenMeet Service.
- INDEMNIFICATION
6.1 Indemnification by ScreenMeet. Company shall defend Customer against any claim that all or any of the ScreenMeet Service infringe any United States patent rights, any copyright rights in any country that is a party to the Berne Convention for the Protection of Literary and Artistic Works, or any trade secret of any third party (a “Company Infringement Claim”), provided Customer gives prompt notice to Company in writing of any Company Infringement Claim and permits Company to control and defend or settle such Company Infringement Claim at Company’s expense and with Company’s choice of counsel. Customer shall cooperate with Company, at Company’s expense, in defending or settling such Company Infringement Claim, and Customer may join in the defense with counsel of Customer choice at Customer own expense. Company shall pay any settlement made by it of such Company Infringement Claim and shall pay and indemnify Customer against any damages awarded against Customer as the result of a judgment rendered in such Company Infringement Claim defended by Company. Company shall have no liability for any infringement based on (i) the modification of the ScreenMeet Service by any party other than Company (or a third party under Company’s direction or control); (ii) the combination or use of the ScreenMeet Service with other technology, items, or processes not furnished by Company if such infringement would have been avoided by the use of the ScreenMeet Service alone; or (iii) use of the ScreenMeet Service other than as authorized by this Agreement. If the use of any the ScreenMeet Service by Customer is enjoined or threatened pursuant to a Company Infringement Claim, then Company may do one or more of the following, at its option: (i) procure for Customer the right or license to use the ScreenMeet Service as delivered; (ii) modify the ScreenMeet Service so as to render it non-infringing without loss of material functionality; or (iii) terminate this Agreement upon notice to Customer, provided that it shall provide a refund of any prepaid and unearned fees for the ScreenMeet Service hereunder. THIS SECTION STATES COMPANY’S ENTIRE OBLIGATION AND CUSTOMER’S SOLE REMEDY WITH RESPECT TO ANY INFRINGEMENT CLAIM RELATING TO THE COMPANY PROPERTIES OR SERVICES.
6.2 Indemnification by Customer. Customer will defend, indemnify, and hold harmless, at its own expense, Company and its officers, directors, employees, agents and representatives against any third party claim alleging that the Customer Data, when used by Company in compliance with the terms of this Agreement, infringes, misappropriates, or otherwise violates such third party’s Intellectual Property Right or other legal right.
- 7. LIMITATIONS OF LIABILITY
7.1 Liability Limit. Except for claims arising under Article 6 (“Indemnification”) with respect to amounts payable to third parties, under no circumstances shall Company be liable to Customer or any other person or entity by reason of this Agreement or the subject hereof for an amount of damages in excess of the amount of fees paid by Customer for the ScreenMeet Service in the twelve (12) month period preceding the date on which the claim of action first arose.
7.2 Disclaimer of Consequential Damages. UNDER NO CIRCUMSTANCES SHALL COMPANY BE LIABLE IN ANY AMOUNT FOR SPECIAL, INCIDENTAL, EXEMLARY, PUNITIVE, CONSEQUENTIAL, OR INDIRECT DAMAGES, LOSS OF GOOD WILL, PROFITS OR DATA, WITHOUT REGARD TO WHETHER SUCH DAMAGES OR LOSSES WERE FORSEEABLE.
- 8. DATA PROTECTION
Both parties agree to comply with applicable Data Protection Law in connection with the provision and use of the ScreenMeet Service. Customer represents and warrants that it has the right to disclose Personal Data to Company for use in connection with the provision of the ScreenMeet Service as provided herein. In the event Company is providing AI services as part of the ScreenMeet Service ("AI Services"), Customer hereby consents to the processing and temporary storage of the Customer Data necessary for the performance of such AI Services, provided that such processing and storage shall be limited in scope and duration to that required for the proper performance of such services and shall otherwise be in accordance with applicable Data Protection Law (including the attached Data Protection Addendum).
- 9. ARBITRATION
Any claims or disputes arising out of or in connection with these End User Terms, including any question regarding its existence, validity or termination, shall be referred to and finally resolved exclusively by arbitration as provided herein, except that Customer or Company may (at its option) seek equitable relief in court for infringement, breach of confidential information or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). The arbitration will be conducted by JAMS, an established alternative dispute resolution provider. Disputes involving claims and counterclaims under $250,000, not inclusive of attorneys’ fees and interest, shall be subject to JAMS’s most current version of the Streamlined Arbitration Rules and procedures available at http://www.jamsadr.com/rules-streamlined-arbitration/; all other claims shall be subject to JAMS’s most current version of the Comprehensive Arbitration Rules and Procedures, available at http://www.jamsadr.com/rules-comprehensive-arbitration/. If JAMS is not available to arbitrate, the parties will select an alternative arbitral forum. The language to be used in the arbitral proceedings shall be English and shall be conducted in San Francisco, California. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available under applicable law, the arbitral forum’s rules, and these End User Terms. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The award of the arbitrator shall be final and binding and may be entered in any court having jurisdiction thereof. The prevailing party shall be entitled to its reasonable attorney’s fees and other out-of-pocket costs of arbitration and the losing party shall bear all costs of the arbitration. If court proceedings to stay litigation or compel arbitration are necessary, or the prevailing party incurs costs to enforce any arbitration award, the party who opposes arbitration or enforcement shall pay all associated costs, expenses and attorney’s fees which are reasonably incurred by the other party.
- MISCELLANEOUS
10.1 Severability. If for any reason an arbitrator or court of competent jurisdiction finds any provision of these End User Terms, or portion thereof, to be unenforceable, that provision of the terms shall be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remainder of these End User Terms shall continue in full force and effect.
10.2 Waiver. A party shall not waive any of its rights under these End User Terms unless such waiver is in writing and signed by the waiving party. If either party should waive any breach of any provision of these End User Terms, it shall not thereby be deemed to have waived any preceding or succeeding breach of the same or any other provision hereof.
10.3 Governing Law. These End User Terms shall be governed by and construed under the laws of the State of California, without reference to its conflicts of law principles. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to these End User Terms.
10.4 Export and Foreign Law Compliance. Customer acknowledges that the ScreenMeet Service may be subject to the export control laws and regulations of the United States and may also be subject to the customs, export, import or other laws and regulations of the country in which the services are used. Customer acknowledges that it is Customer’s sole responsibility to comply with those laws and regulations and Customer agrees to fully abide by those laws and regulations.
These Terms and Conditions were last updated on July 29, 2024 and replace the previous Terms and Conditions.