- Background. The Site provides an online platform to enable speakers, entertainers, performers, artists, instructors or other service providers who offer unique experiences to showcase themselves and offer their services at events (“Speakers”) and for event hosts and organizers (“Hosts”) to learn about potential Speakers and arrange to book Speakers for their events (such a booking, a “Booking”, and such an event, an “Event”). Speakizi does not itself provide speaking or other entertainment services, or arrange Bookings, and does not employ or control Speakers featured on the Site and is not responsible for the services they provide.
- Modification. We reserve the right, at our discretion, to change these Terms at any time. Such change will be effective ten (10) calendar days following our posting of the revised Terms on the Site, and your continued use of the Site thereafter means that you accept those changes.
- Ability to Accept Terms. The Site is only intended for individuals aged eighteen (18) years or older. If you are under 18 years old please do not visit or use the Site. By accessing or using the Site, you represent and warrant that you are eighteen (18) years old or older.
- Site Access. While these Terms are in effect, we hereby grant you permission to visit and use the Site and view its Content (defined below), all as you may be enabled to do by the Site and provided that you comply with these Terms and applicable law.
- Restrictions. You shall not, directly or indirectly, nor shall you attempt, or permit or encourage any third party, to: (i) copy, distribute or modify any part of the Site (including any Content) without our prior written authorization; (ii) use, modify, create derivative works of, transfer (by sale, resale, license, sublicense, download or otherwise), reproduce, distribute, display or disclose Content, except as expressly authorized herein; (iii) disrupt servers or networks connected to the Site; (iv) use or launch any automated system (including without limitation, “robots” and “spiders”) to access the Site; (v) circumvent, disable or otherwise interfere with security-related features of the Site or features that prevent or restrict use or copying of any Content or that enforce limitations on use of the Site; (vi) decipher, decompile, disassemble or reverse engineer any of the software used to provide the Site; (vii) contact another user of the Site (“Site User”) through use of the Site, or whom you have identified through the Site, for any purpose other than asking a question related to a Booking, a Speaker and his services (for the purpose of making a Booking through the Site) or the Site User’s use of the Site; (viii) promote third-party services (other than the services of the Speaker as described in the Speaker’s Experience Pages, defined below), products or websites on the Site, or otherwise send unsolicited or unauthorized commercial communications, or recruit or otherwise solicit any Speaker or other Site User through use of the Site, or whom you have identified through the use of the Site, to join third-party services or websites; (ix) impersonate any person or entity, or falsify or otherwise misrepresent yourself or your affiliation with any person or entity, either on or through the use of the Site or in communication with a Site User whom you have identified through the Site; (x) make false claims or representations to Speakizi with respect to any Site User; (xi) use the Site to find a Speaker or Host and then complete a Booking independent of the Site or in any manner intended to circumvent the obligation to pay any fees payable under these Terms in connection with use of the Site or accept or pay fees (defined below) for such Booking other than through Speakizi; (xii) confirm or make any Booking that you do not intend to honor, which you intend to cancel or which is for an event which does not exist or is not being planned; and/or (xiii) violate any applicable law in connection with your use of the Site, your interaction with Site Users or any Booking.
7.1. Approval. To join and showcase yourself and your services on the Site as a Speaker, you must be approved by Speakizi, in Speakizi’s sole discretion. Your agreement to these Terms, creation of an Account, or submission of an application form or similar form which we make available on the Site, does not signify Speakizi’s approval of your joining the Site as a Speaker. In order to register as a Speaker and obtain Speakizi’s approval, as well as to maintain your status as a Speaker, Speakizi may require you to provide certain personal information, documentation and materials and to meet certain requirements, and may (but is not required to) perform background checks on you, including without limitation checks of public records such as criminal background and registered sex offender checks, while these Terms are in effect. When your application to join the Site as a Speaker is approved, we will send notice of such approval to you.
7.2. Experience Page. If you are approved to join the Site as a Speaker, we will enable you to showcase and offer your services by creating a public profile on the Site through which users will be able to learn about you (“Speaker Profile”) and public page(s) on the Site, which users and visitors of the Site will be able to view, and through which Hosts will be able to learn about and order your service(s) (each such page, an “Experience Page”). In order to create an Experience Page you will be required to provide certain information about yourself, including, but not limited to, background information (such as your past public speaking experience), a description of the services you provide, the fees you charge, a clear picture of yourself and/or other relevant photos and videos of your services, and other materials we may request in order to create your Experience Page. You will be given the opportunity to review and approve your Experience Page before it becomes publicly viewable on the Site, but you will not be able to offer services on the Site, prior to approving your Experience Page.
7.4. RELATIONSHIP. IF YOU CHOOSE TO JOIN THE SITE AS A SPEAKER AND CREATE AN EXPERIENCE PAGE ON THE SITE, YOU UNDERSTAND AND AGREE THAT YOUR RELATIONSHIP WITH SPEAKIZI IS LIMITED TO BEING A SITE USER AND AN INDEPENDENT, THIRD-PARTY CONTRACTOR, AND NOT AN EMPLOYEE, AGENT, JOINT VENTURER OR PARTNER OF SPEAKIZI, AND YOU ACT EXCLUSIVELY ON YOUR OWN BEHALF AND FOR YOUR OWN BENEFIT, AND NOT ON BEHALF OF, OR FOR THE BENEFIT OF, SPEAKIZI. SPEAKIZI DOES NOT CONTROL YOUR ACTIVITIES ASSOCIATED WITH YOUR EXPERIENCE PAGES, INCLUDING YOUR PROVISION OF SERVICES TO HOSTS OR SERVICES WHICH YOU MAY ADVERTISE ON THE SITE. YOU AGREE NOT TO TAKE ANY ACTION WHICH MAY CREATE A FALSE IMPRESSION THAT YOU ARE ENDORSED OR HAVE BEEN VERIFIED BY, ARE PARTNERING WITH, OR ACTING ON BEHALF, OR FOR THE BENEFIT, OF SPEAKIZI, INCLUDING BY INAPPROPRIATELY USING ANY SITE CONTENT OR SPEAKIZI MARKS (DEFINED BELOW).
7.5. Representations. Without limiting Section _11 (User Submissions), if you join the Site as a Speaker and submit Content for the creation of a Speaker Profile and an Experience Page, you represent, warrant and undertake that doing so, offering your services through the Site, and providing those services to Hosts who book your services through the Site, does not and will not: (i) breach any agreements you have with any third party; (ii) violate any applicable laws and regulations (collectively, “Laws”); or (iii) violate the rights, including without limitation intellectual property rights, of any third party (including by plagiarizing, or otherwise copying without permission, the content of any other person or entity, or wrongly stating or implying wrongly that you are, or that you are affiliated with, a person or entity). You further agree to comply with all applicable laws in connection with your provision of your services and collection of fees, including without limitation, by paying all taxes applicable to you and your services.
7.6. Responsibility. You acknowledge and agree that you, and not Speakizi, are solely responsible for your own acts and omissions and the acts and omissions of any individuals whom you have engaged or requested to participate or assist in the provision of your services. In addition, you acknowledge and agree that you are solely responsible for any Booking Offers (defined below) you accept through the Site and for investigating the safety of interacting with any Site User or providing your services in connection with any Booking.
7.7. Undertakings. If you are a Speaker, you agree and undertake to do the following:
7.7.1. Best Price Guarantee. You agree to offer your services on the Site for fees which are as low as, or are lower than, the fees you charge for the same or substantially similar services for similar types and sizes of events (excluding services you provide free of charge). To the extent Speakizi receives evidence that you provide, or have provided similar services for similar event types and sizes for lower fees than, and within a year from the Event at which you provided your services and for which you were booked through the Site, you agree that Speakizi, in its sole discretion, may deduct or chargeback from you the difference between such fee amounts from amounts owed to you and credit such amount to the Host. We will notify you of such a claim in advance of deducting such amount and will provide you with an opportunity to respond.If you are a Host you acknowledge and agree that Speakizi is under no obligation to provide you with any such credit and any such deductions and credits shall be made in Speakizi’s sole discretion.
7.7.2. Responsiveness. You agree to check your Account for messages and Booking Offers you receive through Speakizi from Hosts and to respond to such messages within a reasonable amount of time, and in the case of Booking Offers, within the amount of time set forth in Section _8.1 below. You agree that to the extent you fail to do so, Speakizi may apply penalties to your account as specified below in Section _7.9.
7.7.3. Referrals. You agree to refer Hosts who may contact you outside the Site after having identified you through the use of the Site, or who have previously booked your services through the Site, as well as potential customers who, at an Event at which you have provided services, inquire about, or attempt to book, your services, to do so using the Site.
7.8. Experience Page or Speaker Profile Removal.
7.8.1. Without limiting Section _11 (User Submissions), Speakizi reserves the right, at any time and without prior notice, to remove, or disable access to, any Experience Page or Speaker Profile for any reason, including those which Speakizi, in its sole discretion, considers to be objectionable for any reason, in violation of these Terms or Speakizi’s then-current policies or guidelines, or otherwise harmful to Site Users or the Site.
7.8.2. If you are a Speaker, or if a Speaker Profile or an Experience Page has been created in your name by another person or entity (including, without limitation, an Agent, as defined below), you may request the removal of such Speaker Profile or Experience Page or transfer of the Speaker Profile or Experience Page to your control by contacting Speakizi and presenting evidence sufficient, in Speakizi’s sole discretion, to verify your identity.
7.9. Penalties. Without limitation to any rights Speakizi may have under these Terms or otherwise, if you are a Speaker, you agree that Speakizi may apply penalties to you and your Speaker Profile and Experience Page in case of your violation of these Terms or Speakizi’s policies, including, without limitation, by (i) removing or disabling your Speaker Profile or Experience Page or the ability of Hosts to contact you, access your calendar or book your services; and (ii) charging you a penalty fee determined by Speakizi in its sole discretion. The foregoing penalties and charges will be applied in Speakizi’s sole discretion and Speakers will be afforded an opportunity to present their reasons for their failure to comply with their commitments and these Terms.
- Bookings and Payment.
8.1. Booking. When a Host offers to book a Speaker’s services for an Event (“Booking Offer“) and a Speaker accepts such Booking, and the Booking is completed on the Site, an agreement between the Speaker and the Host is created for the Speaker to perform the services at the Event and for the Host to pay the Provider Fee (defined below) all subject to these Terms. If you are a Host you agree to pay the Speaker the Provider Fee as set forth in this Agreement. A Host may rescind a Booking Offer at any time prior to acceptance of the Booking Offer by the Speaker. A Speaker will have twenty-four (24) hours to accept or reject a Booking Offer. A Booking Offer not accepted by a Speaker within such time shall be deemed rejected. Any additional terms must be determined in a Supplemental Agreement (defined below).
8.2. Provider Fee. If you are a Speaker, you may initially set the fee you charge for Bookings (“Provider Fee“). Once the Provider Fee has been set, you may only change it by submitting a request to Speakizi which will be approved and implemented (or denied) in Speakizi’s sole discretion. Once a Host requests a Booking of your services, you may not request the Host to pay a higher price than the fee set forth in your Experience Page at the time the Booking request is made, and in no case shall you request a Host to pay the Provider Fee, or any additional amount in connection with the Booking other than through the Site.
8.3. Speakizi’s Fees.
8.3.1. Speakizi charges service fees to both Hosts and Speakers (the “Service Fee”) for Bookings through the Site. Unless otherwise agreed between Speakizi and a particular Host or Speaker, the Service Fee is determined in Speakizi’s sole discretion and may vary based on the price charged by the Speaker and is subject to change at any time (but any such changes will not apply retroactively to a Booking after it is made). The Service Fee that applies to you in connection with a Booking will be displayed on the Site and will be viewable by you prior to your completion of the Booking.
8.3.2. If you are a Speaker, Speakizi will deduct the Service Fee applicable to you from your Provider Fee and you agree that Speakizi may do so. You may view the Service Fee that applies to you in your AccountDashboard.
8.3.3. If you are a Host, the Service Fee applicable to you, which may be referred to on the Site as a “Transaction Fee,” will be added to the Provider Fee that you will be required to remit to Speakizi as stated in Section 8.4 below.
8.4. Speakizi as Agent for Collection. Provider Fees shall be remitted by Hosts to Speakizi. If you are a Speaker, you hereby (i) appoint Speakizi to collect payments owed to you in connection with Bookings as your limited collection agent for the purpose of collecting Provider Fees from Hosts; and (ii) agree that collection of Provider Fees by Speakizi from a Host shall be deemed payment to you by the Host and that you will provide your services to the Host as previously agreed with the Host. Speakizi will transfer the Provider Fees (less the applicable collected by Speakizi, such as the Service Fee) to you by the means specified in your Account.
8.5. Agents. If you are a Speaker and you have an agreement with any third party, such as a contracting or booking agent (“Agent”) you are solely responsible for the payment of all required amounts to such third party by the terms of your agreement with your Agent for Bookings you enter into through the Site. Speakizi may also allow Agents to operate Experience Pages on the Site on behalf of a Speaker. In such a case, the Provider Fee for a Booking of a Speaker represented by such an Agent may be transferred to such Agent (as designated in the Speaker’s Account or otherwise designated to Speakizi pursuant to Speakizi’s instructions or the tools made available on the Site), who will be responsible for transferring the Provider Fee (less any applicable fees collected by Speakizi) to the Speaker. Such Agent may deduct a commission from the Provider Fee prior to transferring the Provider Fee to the Speaker, pursuant to the Agent’s agreement with such Speaker.
8.6. Payment terms. If you are a Host, you agree to pay the Provider Fee to the Speaker and to do so by transferring to Speakizi the amounts due and any applicable taxes according to the payment schedule listed below. If you, the Host, are required by law or otherwise, to withhold or deduct any amount from the sum payable, then the sum which you must pay, upon which the deduction or withholding is based, must be increased so that, after all deductions or withholdings, Speakizi receives a net amount equal to the amount that would have been paid if such deductions or withholdings were not required.
8.7. Payment Schedule. If you were a Host, you must pay all amounts due in connection with a Booking (“Booking Fees”) at the time the Booking is completed.
8.8. Third Party Payment Processors. Speakizi accepts and makes payments using third-party service providers such as PayPal or Stripe, as may be available by the Site (“Payment Processors”). All payments are subject to the fees charged by, and the terms and conditions of, such Payment Processors. Speakizi is not responsible for any delays in, or withholding of, payment by Payment Processors.
8.9. Set off. If you owe any amount to Speakizi, a Speaker, a Host, or other Site user, then you agree that Speakizi may deduct or withhold such amount from any amount Speakizi has collected for, or would otherwise transfer or pay to, you.
8.10. Tax Requests. You agree to comply with all of Speakizi’s requests for information and to fill out and provide Speakizi with all applicable tax forms and declarations as may be required by Speakizi to comply with its obligations under applicable law or as requested by an applicable governmental authority.
8.11. RESPONSIBILITY. SPEAKIZI IS NOT RESPONSIBLE FOR THE ACTIONS OF ANY SPEAKER, AGENT, OR HOST OR FOR ANY SITE USER’S COMPLIANCE WITH ANY AGREEMENT, INCLUDING THESE TERMS, OR APPLICABLE LAW. IF YOU ARE A SPEAKER, YOU UNDERSTAND AND AGREE THAT SPEAKIZI DOES NOT ACT AS YOUR CONTRACTING OR BOOKING AGENT, AND SPEAKIZI DOES NOT ENDORSE OR VERIFY THE IDENTITY OF, OR INFORMATION ABOUT OR PROVIDED BY, ANY HOST OR EVENT. IF YOU ARE A HOST, YOU ACKNOWLEDGE AND AGREE THAT: (I) SPEAKIZI DOES NOT ENDORSE, CONTROL, EMPLOY, OR SUPERVISE, ANY SPEAKER, THE INFORMATION OR CONTENT PROVIDED BY THE SPEAKER, INCLUDING WITHOUT LIMITATION AS PART OF THE APPLICABLE EXPERIENCE PAGE, SPEAKER PROFILE, OR THE SERVICES THE SPEAKER PROVIDES; AND (II) THE SPEAKER IS NOT AN EMPLOYEE OR AGENT OF SPEAKIZI AND IS NOT CONTRACTED BY SPEAKIZI TO PROVIDE SERVICES FOR YOUR EVENT.
8.12. Discounts. To the extent any special offers are made or discounts are offered to you by Speakizi in connection with the creation of your Account, or if you are a Host, in connection with a Booking, or which are otherwise made or offered, such offer or discount shall apply solely for the period and according to the provisions of the terms and conditions contained in or presented with such offer or discount and shall be subject to these Terms.
8.13. Not-for-Profit Activities. The Site may enable Speakers to offer services without compensation by the applicable Host. In such a case, Speakizi may elect (in its sole discretion) not to charge a Service Fee to the Host.
8.14. Supplemental Agreements. A Speaker and a Host may agree to additional terms in connection with a Booking (“Supplemental Agreement“), for example, confidentiality requirements, or any other rights or obligations to which the Speaker or the Host agree. You agree that (a) any such Supplemental Agreement shall be subject to these Terms and (b) Speakizi is not responsible for the contents of, or any party’s compliance with obligations under, any Supplemental Agreement.
8.15. Expenses. Speakizi is not responsible for any travel, per diem, or other expenses incurred by either party in connection with a Booking (“Expenses“).
8.16. User Disputes. Speakizi reserves the right to, and you agree that Speakizi may, monitor any disputes regarding a Booking or Supplemental Agreement or the subject matter thereof (and you shall update Speakizi regarding any such disputes), and, in its sole judgment, charge, deduct or return amounts received or paid by you, as necessary, in its sole discretion, to resolve the dispute.
- Cancellations and Refunds.
9.1. Cancelations by Hosts. If you are a Host, you may cancel a Booking and receive a refund or partial refund of a Provider Fee only as follows and subject to these Terms:
- Two (2) months prior to Event date – Full (100%) refund
- Seven (7) days or more prior to Event date (but less than two (2) months prior) – Fifty percent (50%) refund
- Less than seven (7) days prior to the Event date – No refund (0%)
- Refund amounts are subject to Section 9.5 (Applicable Fees) below.
9.2. Cancellations by a Speaker. If a Speaker cancels a Booking, Speakizi will refund the Provider Fee for the cancelled Booking to the Host. If you are a Speaker, you further agree that if you cancel a Booking, Speakizi may (i) apply penalties to your Experience Page, including without limitation, by removing or disabling your Experience Page or the ability of Hosts to contact, you access your calendar or book your services; and (ii) charge you a cancellation fee of up to ten percent (10%) of the Provider Fee for the applicable Booking. The foregoing penalties and charges will be applied in Speakizi’s sole discretion and Speakers will be afforded an opportunity to present their reasons for cancelling the Booking.
9.3. Cancellations by Speakizi. Speakizi may cancel a Booking (and return all Provider Fees to the Host) to the extent that Speakizi, in its sole discretion, deems it necessary in order to protect the safety of Site Users, the Site or the public, or in case of a breach of, or to prevent or restrain a breach of, these Terms or Speakizi’s published guidelines and policies.
9.4. Acknowledgement. If you are a Speaker you agree that (a) a Host may cancel a Booking as set forth in your chosen Cancellation Policy and that Speakizi may cancel a Booking as stated above; (b) in the event of any such cancellation or failure to provide services, the Host shall receive a refund of the corresponding amounts as stated above or according to your chosen Cancellation Policy, as applicable; and (c) to the extent Speakizi has already remitted you Provider Fees for a cancelled Booking or for services you fail to provide, Speakizi may charge the appropriate amount due to the Host as specified above back from you for the purpose of refunding a Host any amount due according to these Terms.
9.5. Applicable Fees. Refunds to Hosts may not include Service Fees charged by Speakizi and may be subject to any fees charged by the applicable Payment Processor and any applicable taxes.
- Intellectual Property Rights.
10.1. Content and Marks. The (i) content on the Site, including without limitation, the text, information, documents, articles, brochures, descriptions, products, software, graphics, photos, sounds, videos, interactive features, and services (collectively, the “Materials“), (ii) User Submissions, as defined below (together with the Materials, the “Content“), and (iii) the trademarks, service marks and logos contained therein (“Marks“), are the property of Speakizi and/or its licensors and may be protected by applicable copyright or other intellectual property laws and treaties. “Speakizi”, the Speakizi logo, and other marks are Marks of Speakizi or its affiliates. All other trademarks, service marks, and logos used on the Site are the trademarks, service marks, or logos of their respective owners. We reserve all rights not expressly granted in and to the Site and the Content.
10.2. Use of Content. Content on the Site is provided to you for your information and personal use only and may not be used, modified, copied, distributed, transmitted, broadcast, displayed, sold, licensed, de-compiled, or otherwise exploited for any other purposes whatsoever without our prior written consent. If you download or print a copy of the Content you must retain all copyright and other proprietary notices contained therein.
- User Submissions.
11.1. Responsibility. The Site may permit, and Speakizi may otherwise request or require, the submission, hosting, sharing and publishing of Material by you and other users to or through the Site (“User Submissions“), including without limitation Material submitted for Experience Pages, Event descriptions or reviews or messages to be sent to another Site User by means of the Site. You understand that whether or not such User Submissions are published or sent, we do not guarantee any confidentiality with respect to any User Submissions. You shall be solely responsible for your User Submissions and the consequencesof posting, publishing, sending or uploading them. We have complete discretion whether to publish your User Submissions or deliver them to the intended recipient, and we reserve the right, in our sole discretion and without further notice to you, to monitor, store, review and/or delete any and all Content (including User Submissions) posted on the Site, sent to a Site User, or otherwise submitted to us, at any time and for any reason.
11.2. Ownership. You represent and warrant that you own or have the necessary rights and permissions to use and authorize Speakizi to use all Intellectual Property Rights (defined below) in and to your User Submissions, and to enable inclusion and use thereof as contemplated by the Site and these Terms. Unless the User Submissions are separately referred to, all references herein to Content shall include references to User Submissions. “Intellectual Property Rights” means any and all rights, titles and interests, whether foreign or domestic, in and to any and all trade secrets, patents, copyrights, service marks, trademarks, know-how, or similar intellectual property rights, as well as any and all moral rights, rights of privacy, publicity and similar rights of any type under the laws or regulations of any governmental, regulatory, or judicial authority, foreign or domestic. You retain all of your ownership rights in and to your User Submissions.
11.3. License to User Submissions. By submitting Content to Speakizi, you hereby grant Speakizi a worldwide, irrevocable, non-exclusive, royalty-free, sublicenseable and transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform the Content in connection with the Site and Speakizi’s business, including without limitation for promoting the Site, the Speaker’s services and Speaker Profile and Experience Pages, publishing and redistributing part or all of your User Submissions (and derivative works thereof) in any media formats and through any media channels and, you hereby waive any moral rights in your User Submissions, to the extent permitted by law. You also hereby grant each user of the Site or other viewer or user of the User Submission a non-exclusive right to use, reproduce, distribute, prepare derivative works of, display and perform such User Submissions, all in accordance with, and as permitted by, these Terms.
11.4. Prohibited Content.You agree that you will not display, post, submit, publish, upload or transmit a User Submission, or otherwise transmit Content to a Site User in connection with the Site, a Speaker’s services, an Event or a Booking or prospective Booking that: (i) is unfair or deceptive under the consumer protection laws of any jurisdiction; (ii) is copyrighted, protected by trade secret or otherwise subject to third party proprietary rights, including privacy and publicity rights, unless you are the owner of such rights; (iii) creates a risk to a person’s safety or health, creates a risk to public safety or health, compromises national security, or interferes with an investigation by law enforcement; (iv) impersonates another person; (v) promotes illegal drugs, violates export control laws, relates to illegal gambling, or illegal arms trafficking; (vi) is unlawful, defamatory, libelous, threatening, pornographic, harassing, hateful, racially or ethnically offensive, or encourages conduct that would be considered a criminal offense, gives rise to civil liability, violates any law, or is inappropriate; (vii) involves theft or terrorism; (viii) is otherwise malicious or fraudulent, or (ix) the sending of which would be in breach of these Terms (including, without limitation, an unsolicited or unauthorized commercial message).You shall be solely responsible and liable for any unsolicited or unauthorized communications.
11.5. Exposure. You understand and acknowledge that when accessing and using the Site: (i) you will be exposed to User Submissions from a variety of sources, and that Speakizi is not responsible for the accuracy, usefulness, safety, or Intellectual Property Rights of, or relating to, such User Submissions; and (ii) you may be exposed to User Submissions that are inaccurate, offensive, indecent, or objectionable. You hereby agree to waive, and hereby do waive, any legal or equitable rights or remedies you may have against Speakizi with respect to clauses (i) and (ii) above.
- Information Description. We attempt to be as accurate as possible. However, we cannot and do not warrant that the Content available on the Site is accurate, complete, reliable, current, or error-free. We reserve the right to make changes in or to the Content, or any part thereof, in our sole judgment, without the requirement of giving any notice prior to or after making such changes to the Content. Your use of the Content, or any part thereof, is made solely at your own risk and responsibility.
13.2. Speakizi permits you to link to the Site provided that: (i) you link to but do not replicate any page on this Site; (ii) the hyperlink text shall accurately describe the Content as it appears on the Site; (iii) you shall not misrepresent your relationship with Speakizi or present any false information about Speakizi and shall not imply in any way that we endorse any services or products, unless we have given you our express prior consent; (iv) you shall not link from a website (“Third Party Website“) which prohibits linking to third parties; (v) such Third party Website does not contain content that (a) is offensive or controversial (both at our discretion), or (b) infringes any intellectual property, privacy rights, or other rights of any person or entity; and/or (vi) you, and your website, comply with these Terms and applicable law.
- Copyright Policy. It is our policy to respect the legitimate rights of copyright and other intellectual property owners, and we will respond to clear notices of alleged copyright infringement in accordance with our Copyright and Content Policy which may be viewed at: http://www.spktesting.wpengine.com/terms/#copyright (“Copyright Policy“).
- Warranty Disclaimers.
16.1. This section applies whether or not the services provided under the Site are for payment. Applicable law may not allow the exclusion of certain warranties, so to that extent certain exclusions set forth herein may not apply.
16.2. EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THE SITE AND THE SERVICES PROVIDED BY SPEAKIZI ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. SPEAKIZI HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED, TO IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND THOSE ARISING BY STATUTE OR FROM A COURSE OF DEALING OR USAGE OF TRADE.
16.3. SPEAKIZI DOES NOT GUARANTEE THAT THE SITE WILL BE FREE OF BUGS, SECURITY BREACHES, OR VIRUS ATTACKS. THE SITE MAY OCCASIONALLY BE UNAVAILABLE FOR ROUTINE MAINTENANCE, UPGRADING, OR OTHER REASONS. YOU AGREE THAT SPEAKIZI WILL NOT BE HELD RESPONSIBLE FOR ANY CONSEQUENCES TO YOU OR ANY THIRD PARTY THAT MAY RESULT FROM TECHNICAL PROBLEMS OF THE INTERNET, SLOW CONNECTIONS, TRAFFIC CONGESTION OR OVERLOAD OF OUR OR OTHER SERVERS. WE DO NOT WARRANT, ENDORSE OR GUARANTEE ANY CONTENT, PRODUCT, OR SERVICE THAT IS FEATURED OR ADVERTISED ON THE SITE BY A THIRD PARTY.
16.4. YOUR RELIANCE ON, OR USE OF, ANY USER SUBMISSION, SITE CONTENT, SERVICES PROVIDED BY SPEAKERS, OR INTERACTION WITH ANY SITE USER, THROUGH THE SITE OR OTHERWISE, IS AT YOUR SOLE RISK. SPEAKIZI DOES NOT MAKE ANY REPRESENTATION OR WARRANTY ABOUT, AND DOES NOT CONFIRM, ENDORSE, OR VERIFY ANY SITE USER, OR SITE USER’S IDENTITY OR ANY SPEAKER’S SERVICES. YOU ACKNOWLEDGE THAT SPEAKIZI MAY NOT AND IS NOT REQUIRED TO INVESTIGATE, CONDUCT BACKGROUND OR OTHER CHECKS ON, INCLUDING CHECKS OF ANY REGISTRIES, OR VERIFY SPEAKERS, HOSTS OR OTHER SITE USERS OR THE CONTENT OR STATEMENTS THEY MAKE ON THE SITE OR MAY MAKE OR PROVIDE TO YOU. TO THE EXTENT SPEAKIZI PERFORMS ANY INVESTIGATION, BACKGROUND CHECKS, OR ANY VERIFICATION OF SPEAKERS (COLLECTIVELY, “INVESTIGATIONS“), SPEAKIZI MAKES NO, AND DISCLAIMS ANY WARRANTY REGARDING THE COMPREHENSIVENESS OR RESULTS OF ANY SUCH INVESTIGATIONS, OR THE FAILURE OF ANY SUCH INVESTIGATION TO REVEAL ANY INFORMATION ABOUT, INCLUDING WITHOUT LIMITATION, ANY PRIOR MISCONDUCT BY OR THE IDENITY OF, ANY SITE USER.
16.5. SPEAKIZI DOES NOT WARRANT, ENDORSE OR GUARANTEE ANY CONTENT THAT APPEARS IN A USER PROFILE, EXPERIENCE PAGE OR OTHER USER SUBMISSION OR OTHERWISE PROVIDED BY A SITE USER; MAY NOT AND IS NOT REQUIRED TO VERIFY THE IDENTITY OF, OR INFORMATION PROVIDED BY SPEAKERS OR HOSTS; AND DOES NOT MAKE ANY REPRESENTATION OR WARRANTY WITH RESPECT TO, AND DISCLAIMS ALL LIABILITY FOR, ANY SUCH CONTENT. ALL CONTENT CONTAINED IN EXPERIENCE PAGES AND SPEAKER PROFILES IS PROVIDED BY, OR IS BASED ON CONTENT PROVIDED BY THE APPLICABLE SPEAKER.
16.6. SPEAKIZI DOES NOT EMPLOY, CONTROL OR SUPERVISE SPEAKERS. YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT SPEAKIZI SHALL NOT BE RESPONSIBLE FOR ANY SUCH CONTENT, OR ONLINE OR OFFLINE CONDUCT (INCLUDING DEFAMATORY, OFFENSIVE, ILLEGAL, OR NEGLIGENT CONDUCT) OF ANY SITE USER AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU.
16.7. SPEAKIZI DISCLAIMS ALL LIABILITY FOR THE TERMS OF ANY SUPPLEMENTAL AGREEMENT AND YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT SPEAKIZI SHALL NOT BE RESPONSIBLE FOR ANY SUCH SUPPLEMENTAL AGREEMENT, THE TERMS OR SUBJECT MATTER THEREOF, OR THE FAILURE OF ANY PARTY TO COMPLY WITH THE TERMS OF SUCH SUPPLEMENTAL AGREEMENT AND THAT ALL HARM OR DAMAGE WHICH MAY ARISE FROM YOUR AGREEMENT TO ANY SUPPLEMENTAL AGREEMENT OR THE COMPLIANCE, OR FAILURE TO COMPLY, WITH SUCH AGREEMENT BY ANY PARTY RESTS ENTIRELY WITH YOU.
16.8. YOU AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL COMMUNICATIONS AND INTERACTIONS WITH OTHER SITE USERS AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SITE, INCLUDING, BUT NOT LIMITED TO, SPEAKERS AND HOSTS, PARTICULARLY IF YOU DECIDE TO MEET OFFLINE OR IN PERSON REGARDLESS OF WHETHER SUCH MEETINGS ARE ORGANIZED BY OR THROUGH SPEAKIZI.
16.9. NOTWITHSTANDING SPEAKIZI’S APPOINTMENT AS THE LIMITED PAYMENT COLLECTION AGENT OF THE SPEAKERS FOR THE PURPOSE OF ACCEPTING PAYMENTS FROM HOSTS, SPEAKIZI EXPLICITLY DISCLAIMS ALL LIABILITY FOR ANY ACT OR OMISSION OF ANY SPEAKER, HOST OR OTHER THIRD PARTY (INCLUDING WITHOUT LIMITATION PAYMENT PROCESSORS) IN CONNECTION WITH SUCH PAYMENTS OR OTHERWISE.
16.10. IF YOU HAVE A DISPUTE WITH ANY SITE USER IN CONNECTION WITH THE SITE, A BOOKING, OR ANY USER SUBMISSION, YOU AGREE THAT SPEAKIZI IS NOT LIABLE FOR ANY CLAIMS OR DAMAGES ARISING OUT OF OR CONNECTED WITH SUCH A DISPUTE. SPEAKIZI RESERVES THE RIGHT, BUT HAS NO OBLIGATION, TO MONITOR ANY SUCH DISPUTE.
- Limitation of Liability.
17.1. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, SPEAKIZI SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, EXEMPLARY, SPECIAL, CONSEQUENTIAL, OR INCIDENTAL DAMAGES OF ANY KIND, OR FOR ANY LOSS OF DATA, REVENUE, PROFITS OR REPUTATION, ARISING UNDER THESE TERMS OR OUT OF YOUR USE OF, OR INABILITY TO USE, THE SITE, OR ANY BOOKING OR INTERACTION WITH ANY SITE USER. Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages, so the above limitations may not apply to you.
17.2. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF SPEAKIZI FOR ANY DAMAGES ARISING UNDER THESE TERMS OR OUT OF YOUR USE OF, OR INABILITY TO USE, THE SITE, OR ANY BOOKING OR INTERACTION WITH ANOTHER SITE USER EXCEED THE TOTAL AMOUNT OF THE SERVICE FEES WHICH SPEAKIZI HAS COLLECTED FROM YOU IN CONNECTION WITH YOUR BOOKINGS DURING THE THREE (3) MONTHS PRIOR TO BRINGING THE CLAIM, OR TEN DOLLARS ($10.00) IF NO SUCH PAYMENTS HAVE BEEN MADE OR YOU ARE NEITHER A HOST OR A SPEAKER.
17.3. BY USING THE SITE OR MAKING A BOOKING, YOU AGREE THAT ANY LEGAL REMEDY OR LIABILITY THAT YOU SEEK TO OBTAIN FOR ACTIONS OR OMISSIONS OF OTHER SITE USERS (WHETHER A HOST, SPEAKER, OR OTHER SITE USER) OR OTHER THIRD PARTY WILL BE LIMITED TO A CLAIM AGAINST THE PARTICULAR SITE USER OR OTHER THIRD PARTY WHO CAUSED YOU HARM. YOU AGREE NOT TO ATTEMPT TO IMPOSE LIABILITY ON OR SEEK ANY LEGAL REMEDY FROM SPEAKIZI WITH RESPECT TO SUCH ACTIONS OR OMISSIONS.
17.4. THE EXCLUSIONS AND LIMITATIONS SET FORTH IN THIS SECTION _17 SHALL APPLY: (A) NOTWITHSTANDING ANYTHING TO THE CONTRARY; (B) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW; (C) EVEN IF SPEAKIZI OR ITS AFFILIATES HAVE BEEN ADVISED, OR SHOULD HAVE BEEN AWARE, OF THE POSSIBILITY OF LOSSES OR DAMAGES; (D) EVEN IF ANY REMEDY IN THIS AGREEMENT FAILS OF ITS ESSENTIAL PURPOSE; AND (E) REGARDLESS OF THE THEORY OR BASIS OF LIABILITY (INCLUDING, WITHOUT LIMITATION, BREACH OF CONTRACT, TORT, NEGLIGENCE OR STRICT LIABILITY). THIS SECTION _17 CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT.
- Indemnity. You agree to defend, indemnify and hold harmless Speakizi and our affiliates, and our respective officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs and expenses (including but not limited to attorney’s fees) arising from: (i) your use of, or inability to use, the Site; (ii) your User Submissions; (iii) your interaction with any Site User (including without limitation your failure to honor or pay for any Booking or agreement with a Speaker or Host, as applicable); or (iv) your violation of these Terms.
- Term and Termination.
19.1. General. These Terms are effective until terminated by Speakizi or you. Speakizi, in its sole discretion, has the right to terminate these Terms and/or your access to the Site, or any part thereof, immediately at any time and with or without cause (including, without any limitation, for a breach of these Terms). If you object to any term or condition of these Terms, or any subsequent modifications thereto, or become dissatisfied with the Site in any way, your only recourse is to immediately discontinue use of the Site. You may terminate these terms as specified in the “Account” section of the Site.
19.2. Effect of Termination. Upon termination of these Terms; (i) Speakizi may terminate your Account (including if applicable, your public profile and Experience Page); and (ii) you shall cease all use of the Site. You will not be entitled to any compensation for Bookings cancelled as a result of termination of these Terms or the return of any of your User Submissions. Speakizi shall not be liable to you or any third party for termination of these Terms, or your access or use of the Site, or any part thereof. Following termination of these Terms, you may send Speakizi a request to cease any use of your User Submissions by Speakizi to promote the Site as stated in Section _11.3 (User Submissions – License to User Submissions).
19.3. Survival. This Section _19 and Sections _5 (Restrictions) _7.4 (Speakers – Relationship), _7.5 (Speakers – Representations), _7.6 (Speakers – Responsibility), _8.1 (Booking), _8.11 (Bookings and Payment – Responsibility), _8.16 (User Disputes), _10 (Intellectual Property Rights), _11.3 (User Submissions – License to User Submissions), _12 (Information Description), _15 (Privacy), _16 (Warranty Disclaimers), _17 (Limitation of Liability), _18(Indemnity), _19.2 (Effect of Termination) and _20 (Independent Contractors) to _23 (General) shall survive termination of these Terms.
- Independent Contractors. Without limiting Section _7.4 (Relationship), you and Speakizi are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship between you and Speakizi. You must not under any circumstances make, or undertake, any warranties, representations, commitments or obligations on behalf of Speakizi.Without limiting Section _5 (Restrictions), Speakizi is not a party to any agreement you enter into with another Site User and is not responsible for the obligations or conditions set forth in such agreement or liable for any breach of such agreement by any party.
- Assignment. These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you but may be assigned by Speakizi without restriction or notification to you.
- Governing Law and Jurisdiction. These Terms and the relationship between you and Speakizi shall be governed by and construed in accordance with the laws of the State of New York, without regard to its principles of conflict of laws. You agree to submit to the personal and exclusive jurisdiction of the courts located in New York County, New York and waive any jurisdictional, venue, or inconvenient forum objections to such courts, provided that Speakizi may seek injunctive relief in any court of competent jurisdiction worldwide.
- General. Speakizi reserves the right to discontinue or modify any aspect of the Site at any time.These Terms shall constitute the entire agreement between you and Speakizi concerning the Site. If any provision of these Terms is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms, which shall remain in full force and effect. No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term, and a party’s failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision. YOU AGREE THAT ANY CAUSE OF ACTION THAT YOU MAY HAVE ARISING OUT OF OR RELATED TO THE SITE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.