Marquet Cloud Services Agreement

Last Modified: January 16th, 2024

PLEASE REVIEW THIS AGREEMENT CAREFULLY.

The Marquet Cloud Services Agreement constitutes a legally binding contract governing the utilization of Marquet's services by our valued customers. It comprises the following integral components:

General Terms: These encompass fundamental legal and commercial provisions that govern your utilization of our products and services. All mentions of the Master Terms in this context pertain to these General Terms.

Data Processing Agreement (DPA): This document elucidates the procedures governing the processing of your data and incorporates the EU Standard Contractual Clauses for added transparency and compliance.

Acceptable Use Policy (AUP): This serves as a regulatory framework, outlining permissible and impermissible actions while utilizing our products and services.

Your Order Form, a Marquet-approved document generated subsequent to your acquisition of any product or service via our online payment system or in-app purchase, serves as a comprehensive record of your purchase details. These particulars include your subscription term, the acquired products and services, and associated fees. Accessible within the Accounts and Billing section of your Marquet subscriptions portal, your Order Form(s) provide a detailed overview of your transaction.

While we have endeavored to maintain readability throughout these documents, some sections may necessitate a more formal "legalese" language due to legal considerations. Your utilization of the Subscription Service or receipt of the Consulting Services implies your agreement to abide by these terms.

Updates to Terms of Service

We periodically revise these terms to reflect changes in our services or legal requirements. If you maintain an active subscription with Marquet, we will notify you of any updates through in-app notifications or via email, provided you have subscribed to receive email updates. Archived versions of the General Terms and Data Processing Agreement (DPA) are available for reference in our archives, accessible at https://www.marquet.cloud/legal-archive. It is essential to stay informed about any modifications, and your continued use of Marquet services following updates signifies your ongoing acceptance of the revised terms.

General Terms

Last modified January 16th, 2024

1. Definitions

2. Use of Services

3. Fees

4. Term & Termination

5. Customer Data

6. Intellectual Property

7. Confidentiality

8. Publicity

9. Indemnification

10. Disclaimers and Liability

11. Miscellaneous

1. DEFINITIONS

"Add-Ons": Refers to additional product enhancements, including Limit increases and other add-ons, available for purchase and listed in the 'Add-Ons' section of our Products and Services Catalog.

"Affiliate": Denotes any entity that directly or indirectly controls, is controlled by, or is under common control with a party to this Agreement. Control, for the purposes of this definition, signifies direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.

"Agreement" or “Customer Terms of Service”: Encompasses these General Terms and all materials referred or linked to herein, unless otherwise specified. Knowledge base articles are provided for informational purposes only and are not incorporated into this Agreement.

"Authorized Payment Method": Denotes a current, valid payment method accepted by us, subject to updates and inclusive of payment through a third-party account.

"Billing Period": Represents the period for which fees are pre-paid under an Order Form. This may align with the Subscription Term or be shorter, depending on the agreed-upon terms.

“Confidential Information”: Encompasses all information disclosed by one party ("Disclosing Party") to the other party ("Receiving Party")—whether orally or in writing—that is designated as confidential or would be considered as such by a reasonable person. Customer Data is considered Confidential Information, with specific exclusions outlined in this Agreement.

"Contact": Refers to a single individual (other than a User) whose Contact Information is stored in the Subscription Service.

"Contact Information": Encompasses the name, email address, phone number, online username(s), and similar information submitted by visitors to your web property pages on the Subscription Service or uploaded by you to the Subscription Service.

"Consulting Services": Denotes professional services provided by us, including training, installation, integration, or other consulting services.

"Customer Data": Encompasses all information submitted or collected via the Subscription Service, excluding Marquet Content.

"Customer Materials": Refers to all materials provided or posted by you for public display through the Subscription Service.

“DPA”: Signifies the Marquet Data Processing Agreement, accessible at https://www.marquet.cloud/data-processing-agreement.

"Attendee Limit": Denotes the maximum number of attendees allowed at events in any given calendar month.

“Free Services”: Refers to the Subscription Service or other products/features offered by us on an unpaid trial or free basis.

"Marquet Content": Encompasses all information incorporated into the Subscription Service or Consulting Services, including Enrichment Data.
 

"Order" or "Order Form": Denotes the Marquet-approved form or online subscription process through which you subscribe to the Subscription Service and purchase Consulting Services.

“Personal Data”: Signifies information related to an identified or identifiable individual within Customer Data, protected under applicable Data Protection Laws.

"Privacy Policy": Denotes the Marquet Privacy Policy, available at https://www.marquet.cloud/privacy-policy, subject to updates.

“Product and Services Catalog”: Refers to Marquet’s Product and Services Catalog, available at https://www.marquet.cloud/pricing.

"Sensitive Information": Encompasses specific categories of information, including financial and personal health data, protected under GDPR or other applicable privacy laws.

"Subscription Fee": Denotes the amount paid for the Subscription Service.

"Subscription Service": Encompasses our web-based applications, tools, and platforms subscribed to under an Order Form, excluding Marquet Payments governed separately.

"Subscription Term": Denotes the initial term and subsequent renewal terms specified on your Order Form(s). For Free Services, it is the period during which you have an account.

"Third-Party Products": Encompasses non-embedded products and services provided by third parties, interacting with the Subscription Service.

"Third-Party Sites": Denotes third-party websites linked from within the Subscription Service, including Communications Services.

“Total Committed Subscription Value”: Represents the aggregate Subscription Fees paid for all Marquet accounts during your current Subscription Term(s), excluding renewals, Consulting Services, and applicable taxes.

"Users": Refers to authorized individuals using the Subscription Service for your benefit, with unique identifications and passwords.

"Marquet", "we", "us", or “our”: Denotes the applicable contracting entity specified in the ‘Contracting Entity and Applicable Law’ section.

"You", "your", or “Customer”: Refers to the entity identified in the account record, billing statement, online subscription process, or Order Form as the customer, including your Affiliates within the scope of your purchase.

2. USE OF SERVICES

2.1 Access.

During the Subscription Term, we grant your Users access to utilize the Subscription Service in accordance with this Agreement and the relevant Order. Activation of our Free Services for your Users may occur at any time through your Marquet account. Elements of the Subscription Service may be facilitated through third-party service providers.

You are responsible for ensuring that all access, use, and receipt by your Users comply with this Agreement. You may extend access and use of the Subscription Service to Users affiliated with your entity, subject to compliance with the Agreement. You remain liable for your Affiliate's Users' adherence to the Agreement.

2.2 Additional Features.

Subscribing to additional features of the Subscription Service can be done through an additional Order or activation within your Marquet account (if available). This Agreement governs all additional Orders and activated features.

2.3 Limits.

Your applicable limits are specified in the Order Form, this Agreement, or the Product and Services Catalog. For Free Subscriptions, limits may be designated within the product itself.

Users must be 18 years of age or older to use the Subscription Service.

2.4 Downgrades.

Certain Marquet products allow for subscription downgrades.

2.5 Modifications.

We may modify the Subscription Service to enhance user experience, adding or removing features.

2.6 Acceptable Use.

Adherence to our Acceptable Use Policy at https://www.marquet.cloud/acceptable-use ("AUP") is mandatory.

2.7 Prohibited and Unauthorized Use.

You shall not use the Subscription Service in violation of the AUP or for unlawful purposes. Prohibited actions include attempts to reverse engineer, decompile, or modify the Subscription Service.

You may not use the Subscription Service if prohibited by applicable laws, or where compliance with industry-specific regulations (e.g., HIPAA, FISMA, GLBA) is mandatory. This section does not alter usage restrictions for Sensitive Information as per the Agreement.

2.8 No Sensitive Information.

Acknowledgment that the Subscription Services are not designed for processing Sensitive Information, and you agree not to use them for such purposes. We disclaim liability for any such use.

2.9 Customer Responsibilities.

Optimal use of the Subscription Service and Consulting Services necessitates your active participation. Resources and responsibilities required from you are outlined, including roles like project manager, content creators, and sales sponsor.

2.10 Free Trial.

If you register for a free trial, the Subscription Service is available on a trial basis until the trial's end or the start of a paid subscription. Failure to purchase a subscription before the trial ends may result in data deletion.

2.11 Legacy Products.

Users with legacy Marquet products may encounter differing features and limits. Transition to current products may occur at our discretion. Upgrading to a current version requires a new Order.

3. FEES

3.1 Subscription Fees.

The Subscription Fee remains fixed during the initial term unless specific conditions apply, such as exceeding Maximum Event Attendants or Maximum Number of Livestreaming Minutes, upgrading products, subscribing to additional features, or as agreed in the Order.

3.2 Fee Adjustments at Renewal.

Upon renewal, Subscription Fees may increase up to our current list price. Notice of fee increases will be provided at least thirty (30) days before renewal. If you disagree with the increase, termination is an option with notice as specified.

3.3 Payment of Fees.

Payment by credit card authorizes us to charge your Authorized Payment Method for all fees during the Subscription Term. Failed attempts may lead to suspension or termination. Payment against invoice is due within thirty (30) days, and you are responsible for updating business information and payment details.

3.4 Sales Tax.

All fees are exclusive of taxes, which we charge as applicable. You agree to pay applicable taxes related to your use of the Subscription Service and Consulting Services. HST applies if you are in Canada. The 'Sales Tax' section details withholding tax conditions.

4. TERM AND TERMINATION

4.1 Term and Renewal.

The initial term is specified in the Order, with automatic renewal for the shorter of the subscription term or one year, unless otherwise stated.

4.2 Notice of Non-Renewal.

To prevent renewal, written notice is required within specified periods depending on the Marquet product. Non-renewal notice can be provided through your Marquet account settings or designated steps.

4.3 Early Cancellation.

Cancellation before the end of the Subscription Term is allowed, but no refunds for prepaid fees or unused Subscription Fees will be provided. Payment is required for unpaid fees through the Subscription Term.

4.4 Termination for Cause.

Termination for cause is possible with notice for a material breach, insolvency, or negative actions affecting us. Termination is not allowed before the end of the Subscription Term.

4.5 Suspension

4.5.1 Suspension for Prohibited Acts.

Suspension without notice for violations of laws, AUP, or copyright/trademark infringement. Review and deletion of violating Customer Data may occur.

4.5.2 Suspension for Non-Payment.

Access may be suspended ten (10) days after notice of non-payment. Suspension may be lifted upon payment, with a re-activation fee applicable.

4.5.3 Suspension for Present Harm.

Suspension for website-related harm, security vulnerabilities, or excessive resource usage. Efforts will be made to limit suspension to the affected area.

4.5.4 Suspension and Termination of Free Services.

Free Services may be suspended, limited, or terminated at any time without notice. Termination of Free Services due to inactivity is possible.

4.6 Effect of Termination or Expiration.

Upon termination or expiration, access to Free Services continues unless terminated for cause. You remain subject to this Agreement for as long as you have a Marquet account. Termination refunds prepaid but unused fees after termination, excluding Marquet Payments fees. Fees are non-refundable otherwise.
 

5. CUSTOMER DATA

5.1 Customer’s Proprietary Rights.

You own and retain all rights to Customer Materials and Customer Data. This Agreement doesn't grant us ownership rights, but we're permitted to use them to provide services. If acting on behalf of another party, you warrant sufficient rights.

5.2 Limits on Marquet.

We won't use Customer Data to contact any individual or company without your direction. Customer Data is used only to provide Subscription Service and Consulting Services in compliance with the law and this Agreement.

5.3 Data Practices and Machine Learning.

5.3.1 Usage Data.

We may collect information about you and Users for Subscription Service interaction as per the Agreement.

5.3.2 Machine Learning.

Customer Data may be used for machine learning to enhance features. You can opt-out by emailing compliance@marquet.cloud.

5.3.3 Privacy Policy.

Refer to our Privacy Policy for more information on data practices.

5.4 Protection of Customer Data.

The Data Processing Addendum (DPA) terms apply to Customer Data containing Personal Data. We ensure protection through administrative, physical, and technical safeguards as described in the DPA.

5.5 Retention, Deletion, and Retrieval of Customer Data.

Refer to the ‘Marquet Obligations’ section of the DPA for information on retention and deletion.

6. INTELLECTUAL PROPERTY

6.1 License and Ownership.

Access to the Subscription Service doesn't grant a software license. We retain intellectual property rights to Marquet Content, Subscription Service, Consulting Services, and other products or services. Unauthorized use is prohibited.

6.2 Customer Feedback.

Customer comments and suggestions are non-confidential, and we own all rights to use and incorporate them into our services without payment or attribution.

7. CONFIDENTIALITY

7.1 Confidentiality Obligations.

The Receiving Party will protect the confidentiality of the Disclosing Party's Confidential Information, using the same care as for its own confidential information. It won't use the information for purposes outside this Agreement, disclose to third parties (except for service providers), and will limit access to authorized personnel.

7.2 Legal Disclosures.

The Receiving Party may disclose Confidential Information if required by law, providing prompt notice to the Disclosing Party and assistance in opposing disclosure. The Receiving Party won't disclose information except under a valid court order.

You grant permission to add your name and company logo to our customer list and website. You can opt-out by email at compliance@marquet.cloud.

8. INDEMNIFICATION

You will indemnify, defend, and hold us and our Affiliates harmless against third-party claims arising from unauthorized use of the Subscription Service, noncompliance with the Agreement, use of Third-Party Products, or unauthorized use by others using your User information. You'll be notified, have control of the defense, and won't accept settlements imposing obligations on us without our consent.

9. DISCLAIMERS; LIMITATION OF LIABILITY

9.1 Performance Warranty.

We warrant that the Subscription Service will meet industry standards, and we won't introduce malicious code. Non-conformance remedies include correction or termination. We're not liable if issues result from specified conditions.

9.2 Disclaimer of Warranties.

Except as expressly warranted, the Subscription Service is provided "as is" without any warranty. We disclaim all implied warranties, including merchantability, fitness for a particular purpose, title, and non-infringement.

9.3 No Indirect Damages.

Neither party or its Affiliates will be liable for indirect, incidental, punitive, or consequential damages, or loss of profits, arising from this Agreement.

9.4 Limitation of Liability.

Subject to exceptions, aggregate liability for each party and its Affiliates is limited to the total amounts paid or payable for the Subscription Service in the twelve months preceding the claim.

9.5 Third Party Products.

We and our Affiliates disclaim liability for third-party products used by you, and licensors have no liability under this Agreement.

9.6 Agreement to Liability Limit.

You agree that this limitation of liability is essential for providing the Subscription Service.

9.7 Additional Coverage Terms.

If Total Committed Subscription Value exceeds USD$25,000, Marquet Additional Coverage Terms apply, incorporated into the Agreement.

10. MISCELLANEOUS

10.1 Amendment; No Waiver.

Modifications to the Agreement are effective the next business day after posting at www.marquet.cloud. You'll be notified by email or in-app. If you disagree with a modification, notify us within 30 days. Failure to object implies acceptance. No waiver of rights, and any waiver is effective only for the specific instance.

10.2 Force Majeure.

Neither party is liable for failure or delay due to events outside reasonable control. Both parties will make reasonable efforts to mitigate the effects of a force majeure event.

10.3 Actions Permitted.

Except for nonpayment or proprietary rights breach, actions related to this Agreement must be brought within one year of the cause of action accruing.

10.4 Relationship of the Parties.

No joint venture, partnership, employment, or agency relationship exists between the parties.

10.5 Compliance with Laws.

Both parties will comply with applicable laws. You must comply with laws related to recording phone calls and sanctions programs.

10.6 Severability.

If any part of the Agreement is deemed invalid, it will be replaced with a valid provision, and the remainder will continue in effect.

10.7 Notices.

Notices will be sent to the contact address in the Marquet subscription account. Electronic notices may be given via the Subscription Service or email. Keep account information current.

10.8 Entire Agreement.

This Agreement, including each Order and the Privacy Policy, supersedes all other agreements. Additional or different terms proposed by you are rejected. English version governs; translations are for convenience.

10.9 Assignment.

You won't assign this Agreement without our consent, except in specific cases. We may assign to Marquet Affiliates or in case of a merger, sale, or change of control.

10.10 No Third-Party Beneficiaries.

No third-party person or entity has rights under this Agreement.

10.11 Contract for Services.

This Agreement is for services, not goods. UCC, UCITA, and similar legislation don't apply. The United Nations Convention on Contracts for the International Sale of Goods won't govern this Agreement.

10.12 Authority.

Each party represents it has full power to enter this Agreement. You warrant the authority to ensure your Affiliates' compliance.

10.13 Insurance.

During this Agreement, we'll maintain liability insurance.

10.14 Survival.

Certain sections survive expiration or termination, including definitions, fees, intellectual property, confidentiality, indemnification, disclaimers, limitations of liability, and miscellaneous.

10.15 Precedence.

In case of conflict between the Agreement and an Order, the Order's terms will control, but only for that Order.