ON24 TRIAL TERMS AND CONDITIONS
Trial Period: These Trial Terms are made and entered into on the first day that Services are activated for your use. You acknowledge and agree that at the end of the thirty (30) day trial period, your access to Services may be terminated, with or without notice. In the event you wish to purchase and use Services on a non-trial basis, you may be required to execute further agreements, as determined by ON24 in its sole discretion.
Intellectual Property: Nothing in these Trial Terms grants a license or other right with respect to any ON24 or third party patent, copyright, trademark or other intellectual property or proprietary right, whether by implication, estoppel or otherwise. You should assume that everything you see or read in the Services is proprietary information protected by copyright, trademark or applicable law, and may not be used except in connection with use of the Services in conformance with these Trial Terms or with the prior written consent of ON24.
Copyright Infringement: It is ON24’s policy to respond to clear notices of alleged copyright infringement that comply with the Digital Millennium Copyright Act. To learn more, read our Intellectual Property Policy.
User Materials: With exception to materials provided to ON24 pursuant to a written agreement containing applicable confidentiality provisions, any comments, feedback, ideas, suggestions, data, questions, information, or materials submitted to ON24 through the Services by any means (“User Materials”) are not confidential. By submitting User Materials, you grant ON24 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 ON24 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.
Privacy & Security: ON24 is a data processor and you are the data controller, as these terms are defined under applicable data protection laws, including the EU General Data Protection Regulation (the “GDPR”). The ON24 Data Processing Addendum (the “DPA”), located at http://www.on24.com/utc-dpa, shall apply to the Processing of Personal Data (both terms defined in the DPA) on behalf of you and your authorized users in the provision of the Services. Except to the extent otherwise expressly agreed to in writing, the parties agree to comply with the terms of the DPA (including the Standard Contractual Clauses), which are hereby incorporated by reference into and shall apply to these Trial Terms. Without limiting the foregoing, by executing these Trial Terms the parties are entering into the Standard Contractual Clauses, which are incorporated into and form a part of the DPA and shall take effect as set forth in the DPA. You acknowledge that ON24 is headquartered in the United States, and that User Materials will be transferred to or accessed by ON24 (and its service providers, agents and affiliates) in the United States and other jurisdictions where we operate. You will post and make available any necessary privacy notice and obtain any necessary consent from individuals or third parties regarding the collection, use, processing and transfer (including any cross-border transfer) of User Materials relating to the Services and use of the Platform. You acknowledge that you may make a privacy notice available through the Platform, and may incorporate custom consent statements, as part of the webcast creation and setup through the Platform.
Prohibited Conduct: You agree that in connection with your use of the Services you shall not: (a) email or otherwise transmit any unsolicited or unauthorized communication, (b) 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, (c) compromise or attempt to compromise the normal functioning or security of the Services, (d) access or attempt to access any account or password of any user of the Services, (e) falsify your identity in connection with use of the Services, (f) perform any load, penetration or vulnerability testing of the Services; (g) permit any third party to use the Services except as permitted herein; (h) modify, reverse engineer, disassemble, or decompile the Platform or Services, or cause or permit others to do so; (i) use the Platform or Services in order to build a competitive product or service, (j) copy any ideas, features, functions or graphics of the Platform or Services; (k) remove or modify any title, trademark, copyright and/or restricted rights notices or labels from the Platform or Services; (l) create derivative works based on the Platform or otherwise violate ON24’s patent, copyright, trademark, or any other intellectual property or proprietary rights; (m) use Platform or Service on a service bureau basis, or run or perform Services on behalf of a third party; (n) resell the Services; or (o) use the Platform or Services in any manner inconsistent with these Trial Terms. ON24 reserves the right to suspend your access to the Platform and Services if ON24 reasonably suspects or becomes aware of your breach of this Section of the Trial Terms.
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. ON24 reserves the right, should it discover or reasonably suspect any violation of these Trial Terms, any ON24 policy or any applicable law or regulation by you, to suspend or terminate your access to the Services without notice and/or take any other action that it deems necessary.
Modifications: ON24 reserves the right to (i) make temporary modifications to Services in order to maintain the stability, availability, security, and integrity of the Platform, and (ii) withdraw, suspend or discontinue any functionality or feature of the Platform. ON24 shall have no liability for actions taken in accordance with this subsection.
Third Party Applications: Through your use of the Services, you may have access to certain third party applications, such as plugins and websites (collectively, “Third Party Applications”). ON24 does not maintain control over Third Party Applications, and shall not be responsible for their content, operation or use. Third Party Applications may be modified or disabled at any time, and ON24 shall not be under any obligation to provide notice of any such modifications. By linking or otherwise providing access to Third Party Applications, ON24 does not provide any representation, warranty or endorsement, express or implied, with respect to the legality, accuracy, quality or authenticity of information or services provided by such Third Party Applications. ON24 hereby disclaims any and all responsibility and liability for any harm resulting from your use of Third Party Applications, and you hereby irrevocably waives any claim against ON24 with respect to all Third Party Applications.
No Warranty: USE OF THE SERVICES IS AT YOUR OWN RISK. THE SERVICES, AND ALL OF THE CONTENT AND MATERIALS CONTAINED THEREIN, ARE PROVIDED “AS IS” AND “AS AVAILABLE.” ON24 MAKES NO REPRESENTATION OR WARRANTY AS TO: INTERRUPTED OR ERROR-FREE SERVICE, HARM TO ANY DEVICE, LOSS OF DATA, THE COMPLETENESS, ACCURACY, CURRENCY, OR ADEQUACY OF, OR THE SUITABILITY, FUNCTIONALITY, AVAILABILITY, OR OPERATION OF THE SERVICES OR THE INFORMATION IT CONTAINS. ON24 EXPRESSLY DISCLAIMS TO THE FULLEST EXTENT PERMITTED BY LAW ALL EXPRESS, IMPLIED, STATUTORY, AND OTHER WARRANTIES, GUARANTEES, OR REPRESENTATIONS, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY AND INTELLECTUAL PROPERTY RIGHTS WITH RESPECT TO THE SERVICES AND THE MATERIALS AND CONTENT CONTAINED HEREIN. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
Limitation of Liability: IN NO EVENT SHALL ON24 BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, WHETHER IN CONTRACT, TORT, WARRANTY, OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH THESE TRIAL TERMS OR THE SERVICES, INCLUDING, WITHOUT LIMITATION, ANY LOSS PROFITS, BUSINESS INTERRUPTION, LOST SAVINGS OR LOST PROGRAMS OR OTHER DATA, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ON24’S AGGREGATE LIABILITY ARISING OUT OR IN CONNECTION WITH THESE TRIAL TERMS OR THE SERVICES WILL NOT EXCEED THE GREATER OF ONE HUNDRED DOLLARS ($100) OR THE AMOUNT YOU HAVE PAID US IN THE PAST TWELVE MONTHS. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH CASES, ON24’S LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW. YOUR ACCEPTANCE OF THIS LIMITATION OF LIABILITY IS AN ESSENTIAL TERM OF THIS AGREEMENT AND THE PARTIES ACKNOWLEDGE THAT ON24 WOULD NOT GRANT ACCESS TO THE SERVICES WITHOUT YOUR ACCEPTANCE.
Class Action Waiver: Except as otherwise required under applicable law, the parties agree that neither of them will assert class action or representative action claims against the other, which actions are hereby waived; and each of the Parties shall only submit their own, individual claims and will not seek to represent the interests of any other person.
Indemnification: You agree to indemnify and hold ON24 harmless from any and all claims, demands, losses, damages or expenses, including reasonable attorneys’ fees, related to (i) your use of the Services or (ii) any alleged or actual violation by you of these Trial Terms.
Governing Law: You agree that your use of the Services, and any disputes relating thereto or to these Trial Terms shall be governed in all respects by the laws of the State of California, without reference to its conflict of laws principles. You agree that any dispute relating to these Trial Terms shall be resolved solely in the state or federal courts located in San Francisco, California.
Miscellaneous: No delay, failure to take any action, or to exercise any right that ON24 may take or exercise pursuant to these Trial Terms or applicable law, shall constitute a waiver of that action or right by ON24. If a provision of these Trial Terms is held to be invalid, the remaining provisions will continue to be valid and enforceable. Your decision to use the Services is your own. You agree that no third party shall be liable or responsible for any action or inaction of ON24 or related to or arising from the provision or use of the Services.
Contact: If you have any questions relating to these Trial Terms, please contact the ON24 Legal Department at firstname.lastname@example.org or 50 Beale Street, 8th Floor, San Francisco, CA 94105.