Terms and Conditions

1. Definitions

"Add-Ons" are extra features or upgrades you can buy for SpeakerHUB, like increasing limits.

"Affiliate" means a company or organization that is connected to another by owning more than 50% of the shares or voting power.

"Agreement" or "Customer Terms of Service" is this document that explains the rules and terms of using SpeakerHUB's products and services. We also include links to helpful articles, but those articles are just for information and are not part of the agreement.

"Authorized Payment Method" is a valid way to pay, like a credit card or payment method accepted by SpeakerHUB.

"Billing Period" is the time you've paid for, which might be the same as your subscription length. For example, if you pay for a year upfront, your Billing Period is 12 months.

"Confidential Information" is secret information one party shares with the other, like customer details, business plans, and designs. It doesn't include info that is already public, known before, received legally from another source, or developed on its own.

"Contact" is a person whose information, like email or phone number, you store in the SpeakerHUB system.

"Contact Information" is the name, email, phone number, or other details you collect from people through SpeakerHUB.

"Consulting Services" are professional services we provide, like training or setup help.

"Customer Data" means all the information you submit or collect through the SpeakerHUB platform. It does not include any SpeakerHUB-created content.

"Customer Materials" are things like files or content that you upload or submit to share on the SpeakerHUB platform.

"DPA" stands for the SpeakerHUB Data Processing Agreement, which can be found at wwv.speakerhub.com/privacy-policy.

"Email Send Limit" is the number of emails you can send in a month, as detailed in your subscription plan.

"Free Services" are products or features SpeakerHUB offers for free or on a trial basis.

"SpeakerHUB Content" is all the text, data, images, and media that we include in the SpeakerHUB platform or our services.

"Jurisdiction-Specific Terms" are extra terms that apply depending on where you are located, available at wwv.speakerhub.com/general-terms-and-conditions.

"Order" or "Order Form" is the document or online process where you agree to sign up for SpeakerHUB services and pay for them.

"Personal Data" is any data about a person that can identify them and is protected by law.

"Privacy Policy" is our policy on how we handle your personal information. It's available at wwv.speakerhub.com/privacy-policy.

"Product and Services Catalog" is a list of all SpeakerHUB's products and services, found at wwv.speakerhub.com/general-terms-and-conditions.

"Product Specific Terms" are extra rules for certain SpeakerHUB products, found at wwv.speakerhub.com/general-terms-and-conditions.

"Subscription Fee" is the cost you pay for using SpeakerHUB's services.

"Subscription Service" means all the web-based tools and services SpeakerHUB provides. You access these through speakerhub.com or a different URL we give you.

"Subscription Term" is the length of time you're signed up for SpeakerHUB services, starting with the first time you sign up (the "Initial Term") and then any renewal periods (each a "Renewal Term"). If you're using Free Services, the Subscription Term is as long as you have an account.

"Third-Party Products" are products or services from other companies that work with SpeakerHUB but aren't made by SpeakerHUB. These include apps or services you can find through SpeakerHUB's platform or directories.

"Third-Party Sites" are websites from other companies that are linked to from the SpeakerHUB platform.

"Total Committed Subscription Value" is the total amount you pay for your current SpeakerHUB subscription, not counting renewal fees, consulting services, or taxes.

"Users" are your employees, representatives, or other people who are allowed to use SpeakerHUB services on your behalf, each with their own login details.

"SpeakerHUB," "we," "us," or "our" refers to the SpeakerHUB company.

"You," "your," or "Customer" means the person or company using SpeakerHUB's services and listed as the customer in your account or billing information.

2. Use of Services

2.1 Access.

During your subscription, we will give your users access to use the SpeakerHUB services as described in this Agreement and your Order. We may also give your users access to our Free Services by turning them on in your SpeakerHUB account. Some parts of our services might be provided by other companies.

You need to make sure that your users follow the rules of this Agreement when they use the services. You can also let your affiliates (other related companies) use the services, but they must also follow the Agreement, and you are responsible for making sure they do.

If someone uses your account or your users' logins without permission, you must tell us right away by following the instructions at wwv.speakerhub.com/help.

2.2 Additional Features.

You can add more features to your SpeakerHUB service by placing a new order or turning on the extra features in your SpeakerHUB account (if available). This Agreement will cover all extra orders and features.

2.3 Availability and Uptime.

For details about SpeakerHUB's service uptime (how often our service is available), visit our Help Center or contact us at [email protected].

2.4 Limits.

The limits on your service will be listed in your Order or in this Agreement. For Free Subscriptions, limits might be shown only within the product itself. For more details, contact us at [email protected].

You must be 18 years or older to use SpeakerHUB services.

2.5 Downgrades.

Depending on your SpeakerHUB product, you might be able to downgrade your subscription. For more information on downgrading, visit our Help Center or contact us at [email protected].

2.6 Modifications.

We may change the SpeakerHUB service from time to time by adding or removing features to improve your experience. We will notify you of significant changes by email or through the service.

2.7 Customer Support.

For customer support, visit our Help Center or reach us directly at [email protected].

2.8 Acceptable Use.

You must use SpeakerHUB's services in accordance with the terms outlined in this Agreement.

2.9 Prohibited and Unauthorized Use.

You cannot use the SpeakerHUB service in ways that break this Agreement or the law. You must not:

• Try to reverse-engineer, take apart, or figure out the service's code or structure.
• Change or make new versions of the service unless we give you permission.
• Remove any labels or notices that show the service belongs to us.

You also can't use the service if the laws in your country don't allow it, or if it would break local rules, like the Children's Online Privacy Protection Act (COPPA), HIPAA, or other laws.

2.10 Sensitive Data.

If you collect or manage sensitive data (like health or financial info), you must follow SpeakerHUB's Sensitive Data Terms at wwv.speakerhub.com/privacy-policy.

2.11 Customer Responsibilities.

To get the most out of SpeakerHUB's services, you'll need to put in effort. You may need a project manager, content creators, a sales sponsor, and others. You'll need to plan marketing, create blog posts, social media content, calls-to-action, and more. You'll also need to set internal goals and attend meetings with us to ensure success.

2.12 Free Trial.

If you sign up for a free trial, we will let you use SpeakerHUB for free until the trial ends or you buy a paid subscription. If you don't buy a subscription before the trial ends, all your data may be deleted, and we won't recover it. Any extra terms on the trial sign-up page will apply as well.

2.13 Legacy Products.

If you are using an older SpeakerHUB product, some features and limits might be different from what's in this Agreement. We may move you to a newer version at any time. If you want to upgrade to the current version, you must place a new order.

3. Fees

3.1 Subscription Fees.

Your Subscription Fee will stay the same during the current term of your subscription unless one of the following happens:

• You go over your contact limits or other limits.
• You upgrade to new products or packages.
• You add more features or contacts.
• We agree to a change in your Order.

We might also lower your fees, and we'll let you know in writing if we do. For questions about your specific fee structure, contact us at [email protected].

3.2 Fee Adjustments at Renewal.

When you renew your subscription, we may increase your fees to match our current prices. If this happens, we'll notify you at least 30 days before your renewal. The new fees will start at the next renewal period. If you don't agree with the fee increase, you or we can decide to cancel the subscription at the end of the current term.

3.3 Payment of Fees.

If you're paying by credit card, you give us permission to charge your card for all fees during your subscription. You also allow us to use a third-party payment processor and share your payment details with them.

If your payment doesn't go through (for example, if your card expires), we'll try again to charge it. If you update your card info, we'll resume charging the correct amount. If we still can't charge your card, we may suspend or cancel your account.

3.4 Payment Against Invoice.

If you're paying by invoice, you need to pay us within 30 days of getting the invoice, unless your Order Form says something different. We'll send your invoice no more than 45 days before the payment is due, like at the start of a new renewal period or billing period.

3.5 Payment Information.

You need to keep your company information (like your name, address, and contact info) up to date. You also need to make sure your payment method and billing info are current, including tax details.

You can update this information on your Billing Page in your SpeakerHUB account. You give SpeakerHUB permission to charge your payment method for fees during your subscription and until all fees are paid. Payments can't be canceled, and any fees you've paid are non-refundable, except as mentioned in this Agreement. All fees are due upfront during the subscription. If you're a SpeakerHUB Solutions Partner buying for a client, you are responsible for the fees.

3.6 Sales Tax.

All fees do not include taxes. We will charge you taxes if they apply to your use of the SpeakerHUB service or consulting services. You don't have to pay taxes on our income. If you are in the European Union, our fees don't include VAT. You promise that you are registered for VAT in your country and will give us your VAT number if we ask for it. If you don't provide the number, we won't give refunds for VAT that was charged. For GST, all fees don't include GST. If you're in Canada, all fees don't include GST, PST, or HST.

3.7 Withholding Tax.

If you have to take out taxes from your payment to SpeakerHUB, you can reduce the amount you pay by the required withholding tax. However, you don't need to pay back the deducted amount to us if you give us a valid tax receipt within 90 days, showing you paid the withholding tax to the tax authority. If you don't provide the receipt in time, you will need to pay the full amount including the deducted taxes.

4. Term and Termination

4.1 Term and Renewal.

Your subscription's first term (Initial Term) will be listed in your Order. Unless stated otherwise, your subscription will automatically renew for either the same length as before or for one year, whichever is shorter.

4.2 Notice of Non-Renewal.

If you or we don't want to renew the subscription, either of us must give written notice before the end of the current term. For questions about your notice period, contact us at [email protected].

If you don't want to renew, you can turn off auto-renew in your billing details in your SpeakerHUB account. For guidance, visit our Help Center or contact our support team directly at [email protected].

4.3 Early Cancellation.

You can cancel your subscription early if you want, but there will be no refunds for any prepaid or unused fees. You will also need to pay any remaining fees through the end of your current term. See the 'Notice of Non-Renewal' section for details on how to cancel.

4.4 Termination for Cause.

Either you or we can end this Agreement for specific reasons ("for cause"). This can happen if:

• One party gives 30 days' notice about a serious problem (a material breach), and the problem isn't fixed within that time.
• One party goes bankrupt or has serious financial issues like closing the business or going into liquidation.

We may also end the Agreement with 30 days' notice if we decide that you have acted in a way that harms or could harm us, our reputation, or our customers.

Other than these reasons, this Agreement cannot be ended early before the current term finishes.

4.5 Suspension.

4.5.1 Suspension for Prohibited Acts.

We may suspend any user's access to the service without notice if:

• They use the service in a way that breaks the law or this Agreement.
• They send emails that result in many bounces, spam complaints, or requests to be removed from mailing lists.
• They repeatedly post or upload materials that infringe on someone else's copyright or trademark.

We may also review and delete any Customer Data or Materials that violate these rules. However, we don't have to monitor or control your data unless the law says we must.

4.5.2 Suspension for Non-Payment.

If you don't pay what you owe, we'll notify you. If you don't pay within 10 days, we may suspend your access to the service. We won't suspend your account if you're disputing the charges in good faith and working to resolve the issue. If we suspend your account for non-payment, we may charge you a re-activation fee.

4.5.3 Suspension for Present Harm.

We may suspend your access to the service if your website or use of the service:

• Is being attacked (like a denial of service attack).
• Is causing a security issue for the service or others.
• Is using too much bandwidth or storage.
• Is harming us or others.

We'll notify you by phone or electronically and try to limit the suspension to the affected part of the service. Both sides should work quickly to fix the problem. This doesn't stop us from ending the Agreement for cause if necessary.

4.5.4 Suspension and Termination of Free Services.

We can suspend, limit, or end Free Services for any reason at any time without notice. If you're inactive for a while, we may also end your access to Free Services.

4.6 Effect of Termination or Expiration.

If your paid subscription ends or expires, we may still let you use our Free Services, but not if the Agreement was ended for cause.

You will still be bound by this Agreement as long as you have access to a SpeakerHUB account.

When this Agreement ends, you must stop using the Subscription Service and SpeakerHUB Content. If you end the Agreement for cause, we'll refund any prepaid fees for unused service after termination. If we end the Agreement for cause, you must pay any unpaid fees. Fees are otherwise non-refundable.

5. Customer Data

5.1 Customer's Ownership Rights.

You own all the rights to your Customer Materials and Customer Data. This Agreement does not give us any ownership of your Customer Materials or Customer Data. You allow us and our partners to use your materials and data only as needed to provide the Subscription Service and Consulting Services to you, and as allowed by this Agreement. If you're using the service for someone else, you promise that you have the right to do so and all necessary permissions.

5.2 SpeakerHUB's Limits.

We will not use your Customer Data to contact anyone unless you tell us to or give us permission. We will only use your Customer Data to provide the service and as allowed by the law and this Agreement.

5.3 Data Practices and Machine Learning.

5.3.1 Usage Data.

We may collect information about you and your users when you interact with the Subscription Service, as allowed by the Agreement.

5.3.2 Machine Learning.

We might use your Customer Data for machine learning to improve and develop features in the Subscription Service and other similar products. By using the service, you allow us to do this. If you don't want us to use your data for machine learning, you can email us at [email protected].

For more details about our machine learning and AI practices, contact us at [email protected].

5.3.3 Privacy Policy.

For more details on how we handle your data, see our Privacy Policy.

5.4 Protection of Customer Data.

We will use appropriate safeguards (like secure technology and processes) to protect your Personal Data. For full details on how we handle your data, see our Privacy Policy.

5.5 Regional Data Hosting.

We will store your Customer Data in a specific region (like North America or Europe) as part of your subscription, in accordance with this Agreement.

5.6 Customer Data Transfers.

We and our partners may transfer your Customer Data (including Personal Data) to the United States to provide the Subscription Service. If your data is protected by European Data Protection Laws, we will process it in line with the EU-U.S. Data Privacy Framework, the UK Extension, and the Swiss-U.S. Data Privacy Framework. For more information, see our Privacy Policy.

5.7 Retention, Deletion, and Retrieval of Customer Data.

For information about how long we keep your Customer Data and how we delete it, see our Privacy Policy. To retrieve your data from your SpeakerHUB account, visit our Help Center or contact us at [email protected].

6. Intellectual Property

6.1

This Agreement lets you access and use the Subscription Service, but it does not give you ownership of any software. We keep all intellectual property rights to SpeakerHUB Content, the Subscription Service, the Consulting Services, and any other products or services provided under this Agreement. You agree not to copy, rent, sell, distribute, or create new products based on SpeakerHUB Content, the Subscription Service, or Consulting Services, unless we give you written permission. For trademark usage inquiries, contact us at [email protected].

6.2

We welcome comments and suggestions from customers to help improve our Subscription Service and Consulting Services. Any comments or suggestions you provide are considered non-confidential, and we can use them without paying you or giving you credit.

7. Confidentiality

7.1

The party receiving confidential information (Receiving Party) will:

• Protect the confidential information of the other party (Disclosing Party) with the same care as it protects its own confidential info, but at least with reasonable care.
• Only use the confidential information for purposes within the scope of this Agreement.
• Not share the confidential information with third parties, except those helping us provide the Subscription or Consulting Services who are also bound by confidentiality.
• Limit access to confidential information to employees, contractors, or agents who need it and have agreed to confidentiality protections.

7.2

The Receiving Party may have to share confidential information if required by law, but they must:

• Give the Disclosing Party enough notice (if allowed by law) to object or seek a protective order.
• Help the Disclosing Party (at their cost) fight against the disclosure unless legally prohibited.
• Only share the minimum amount of confidential information required by law and avoid sharing it with anyone other than the government unless required by a court.

8. Publicity

You give us permission to add your name and company logo to our customer list and website. If you don't want this, you can opt out by contacting us directly at [email protected].

9. Indemnification

You agree to protect, defend, and hold us and our affiliates harmless from any third-party legal claims, suits, or actions (each an "Action") brought against us because of:

• Unauthorized or illegal use of the Subscription Service by you or your affiliates.
• Your or your affiliates' failure to follow this Agreement.
• Your or your affiliates' use of Third-Party Products.
• Someone else using the Subscription Service with your User information without permission.

We will:

• Let you know in writing within 30 days if we become aware of any such claim.
• Give you full control over how the claim is handled or settled.
• Help you with information or assistance as needed (at your expense) to defend or settle the claim.

You cannot settle any claim that:

• Puts an obligation on us.
• Requires us to make an admission.
• Imposes liability or restrictions on us without our written permission.

10. Disclaimers; Limitation of Liability

10.1 Performance Warranty.

We promise that:

• The Subscription Service and Consulting Services will meet general industry standards.
• We will not knowingly introduce any viruses or harmful code into the Subscription Service (this does not apply to Free Services).

If the service does not meet these standards, we will try our best to fix the problem. If we cannot fix it within 60 days of being notified, either party may end this Agreement by giving written notice within 30 days. If you end the Agreement for this reason, we will refund any prepaid but unused fees for the Subscription Service after termination.

We are not responsible if the problem is caused by:

• Combining the service with hardware, software, or data we did not provide.
• Changes to the service made by anyone other than us.
• Using the service in a way that breaks this Agreement.

This section covers our entire responsibility to you for the claims in this section.

10.2 Disclaimer of Warranties.

Other than the promises we make in the 'Performance Warranty' section and our commitments under the 'Protection of Customer Data' section, we do not make any other guarantees about the service. We make no promises about the reliability, availability, security, or accuracy of the service, data, or content. The Subscription Service and Consulting Services are provided "as is" without any warranties. We do not guarantee that it is suitable for a particular purpose or that it won't infringe on others' rights.

10.3 No Indirect Damages.

Neither party will be responsible for any indirect, incidental, punitive, or consequential damages, like lost profits or lost business opportunities, arising from this Agreement. This does not apply to you if you only use Free Services.

10.4 Limitation of Liability.

Except for:

• Your responsibility to pay fees.
• Your obligations under the 'Indemnification' section.
• Your violations of our intellectual property rights.

If either party or its affiliates is found liable, the total amount will be limited to what you have paid or owe for the Subscription Service in the 12 months before the claim. If you only use Free Services, our liability will be limited to $100.

10.5 Third-Party Products.

We are not responsible for any third-party products you use with the service. Our licensors also have no liability under this Agreement.

10.6 Agreement to Liability Limit.

You agree that, without these limits on liability, we would not provide the service.

10.7 Additional Coverage Terms.

If your Total Committed Subscription Value is more than $35,000, the SpeakerHUB Additional Coverage Terms will apply. These terms are added to this Agreement if applicable.

11. Miscellaneous

11.1 Amendment; No Waiver.

We may update this Agreement by posting a new version at wwv.speakerhub.com/general-terms-and-conditions. The new version will take effect the next business day after it's posted. We will notify you by email or through the service. If you disagree with the changes, you must let us know in writing within 30 days. In that case, your subscription will stay under the old terms until your next renewal, after which the new terms will apply. If we cannot provide the service under the old terms, the Agreement will end, and we will refund any prepaid but unused fees.

A delay in exercising any right or not objecting does not mean giving up those rights. A waiver in one case does not mean a waiver for future cases.

11.2 Force Majeure.

Neither party will be responsible for failing to perform due to causes beyond their control, like natural disasters, wars, or government restrictions. Both parties will try to minimize the impact of such events.

11.3 Actions Permitted.

Except for actions about payment or intellectual property, no action arising from this Agreement can be brought more than one year after the event happened.

11.4 Relationship of the Parties.

We are independent parties. This Agreement does not create a partnership, employment, or joint venture relationship.

11.5 Compliance with Laws.

We will follow all applicable U.S. laws in providing the Subscription and Consulting Services. We may disclose information if required by law. You must follow all laws in using the service, including export laws and recording phone calls with proper consent. You cannot use the service in ways that violate U.S. sanctions.

11.6 Severability.

If any part of this Agreement is found to be invalid or unenforceable, the rest of the Agreement will still apply, and a valid term will replace the invalid one.

11.7 Notices.

We will send notices to the contact information in your SpeakerHUB account. Notices can be sent by email, phone, or through the service.

11.8 Entire Agreement.

This Agreement and our Privacy Policy make up the entire agreement for the service and replace any previous agreements. We reject any additional terms you propose. Our obligations are not tied to delivering future features unless agreed in writing.

11.9 Assignment.

You cannot transfer this Agreement without our permission, except in the case of a merger, reorganization, or sale of assets. We may assign this Agreement to a SpeakerHUB affiliate or in case of such events.

11.10 No Third-Party Beneficiaries.

This Agreement does not give any rights to third parties.

11.11 Contract for Services.

This Agreement is for services, not the sale of goods. The UCC and similar laws do not apply.

11.12 Authority.

Both parties confirm they have the authority to enter into this Agreement.

11.13 Insurance.

We will maintain liability insurance during the term of this Agreement.

11.14 U.S. Government Entities.

If you are a U.S. government entity, please contact us at [email protected] for applicable terms.

11.15 Survival.

Certain sections of this Agreement will still apply after it ends, like 'Definitions,' 'Fees,' 'Termination,' 'Intellectual Property,' and 'Disclaimers.'

11.16 Precedence.

If there's a conflict between this Agreement and an Order, the Order will apply for that specific situation.