Need to join a meeting?
Request a Demo

Cloud Service Agreement

THIS CLOUD SERVICE AGREEMENT (this “Agreement”) is made between InMoment and Company, according to the terms of the related signed Order Form.

COMPANY’S SIGNATURE ON THE ORDER FORM OR USE OF THE SERVICES CONSTITUTES COMPANY’S AGREEMENT TO BE BOUND BY THIS AGREEMENT.

1. Definitions
  • 1.1. “Documentation” means InMoment’s then current generally available documentation for use of the Services.
  • 1.2. “Service” means the Meeting Pulse Platform cloud service as described on the Order Form hereto, including any updates or bug fixes furnished by InMoment hereunder.  The term “Service” also includes the Documentation.
  • 1.3.  “License Fee” means the license fee set forth in the Order Form for use of the Services.
2. Service Grant
  • 2.1. Subject to the terms and conditions set forth in this Agreement and the usage metrics, if any, set forth in the Order Form, InMoment grants Company a revocable, nonexclusive, non-sublicensable (except as explicitly permitted in the Order Form),, and nontransferable license (the “License”) to access and use the Services solely for Company’s internal business operations, including the conduct of live audience events to third parties. For the avoidance of doubt, the foregoing license does not include the right for Company to receive possession of any software comprising the Service, but only to access the Services in InMoment’s cloud environment.
  • 2.2. Company may not transfer or assign any of its rights and obligations under this Agreement, including the License, without InMoment’s express prior written consent. Notwithstanding the foregoing, Company may transfer all of its rights and obligations under this Agreement and the License without the prior written approval of InMoment in the case of a transfer (a) to an Affiliate (as defined below), or (b) of substantially all of Company’s business, subject to the following conditions: (i) that such transfer be made in favor of the transferee of such business, (ii) that the transferee agrees in writing to be bound by the terms hereof in a form acceptable to InMoment prior to such transfer, and (iii) that the transferee is not a competitor of InMoment. For the avoidance of doubt, no such assignment will be deemed a novation. For the purposes of this Clause 2.2, “Affiliate” means each legal entity that (i) directly or indirectly controls the Company, or (ii) is directly or indirectly controlled by the Company (where “control” means the ownership of, or the power to vote, directly or indirectly, a majority of any class of voting securities of a corporation or limited liability company, or the power to otherwise direct the management or business of another entity under the control of the Company).
  • 2.3. The License is subject to the following restrictions:
    • (i) Company may not, and will not permit others to, reverse engineer, disassemble, compile, decompile the Services, or otherwise attempt to derive the source code of the Services; further, Company shall not use the Services to develop commercially competitive products;
    • (ii) except as specifically provided herein, Company may not disclose, distribute or otherwise make available the Services to any third party;
    • (iii) Company may not rent, lease, sublicense, assign, sell or otherwise transfer the Services, or use the Services for commercial time-sharing, outsourcing, application service provider or service bureau use, unless previously agreed to in writing by InMoment or except as specifically provided herein;
    • (iv) Company may not modify, translate or create derivative works of the Services;
    • (v) Company may not remove any proprietary notices from the Services (e.g., trademark and copyright notices)
    • (vi) Company may not use any confidential information of InMoment disclosed hereunder to contest InMoment’s rights in the Services; and
    • (vii) use the Services in excess of the rights granted herein or in the Order Form, including use in excess of the number of events or number of users using or otherwise accessing the Services shall not at any time exceed the maximum number of users authorized in the Order Form.

3. Payment

  • 3.1. Company shall pay License Fee to InMoment for the Initial Order Term (as defined in Section 9.1), by wire transferring funds or making it readily available to InMoment. Payment of the License Fee for the Initial Order Term shall be due on the Effective Date, with each subsequent payment of the License Fee due on the first day of any Renewal Order Term (as defined in Section 9.1), for as long as this Agreement is in effect. All fees are non-cancellable and non-refundable. In addition to any other payments due under this Agreement, Company will pay, indemnify and hold InMoment harm-less from any sales, use, transfer, privilege, tariffs, excise, and all other taxes and all duties, whether international, national, state, or local, however designated, which are levied or imposed by reason of the license of the Services; excluding, however, income taxes on profits which may be levied against InMoment.
  • 3.2. All payments under this Agreement payable by Company to InMoment shall be payable in United States Dollars.

4. Customization; Professional Services

  • 4.1. If Company desires that InMoment provide any customization or other professional services, such services shall be provided on a project by project basis, in accordance with the terms of a Statement of Work (“SOW”), to be negotiated and executed by the parties separately. SOWs will include the following: (i) a description of the professional services to be provided by InMoment; (ii) the timeframe for the professional services and compensation to be paid to InMoment; (iii) any additional terms and conditions for the professional services; and (iv) each party’s responsibilities. Each SOW must be signed by duly authorized representatives of both parties to be effective. Unless otherwise provided in an SOW, InMoment will be compensated for professional services on an hourly basis in accordance with InMoment’s then current time and materials rates. Fees related to certain services in an SOW may be variable or may be adjusted if certain assumptions, including project timeframes or scope of professional services, increase, change or are incorrect. Notwithstanding the foregoing, any changes to an SOW will be made in a writing signed by duly authorized representatives of both parties. Each SOW will be attached to, incorporated into, and governed by this Agreement by reference. InMoment will only be responsible for performing those professional services expressly identified in an SOW. InMoment will use reasonable efforts to complete the professional services within the times, if any, set forth in the SOW. In connection with the professional services, Company will, at all times and diligently and in good faith, comply with InMoment’s reasonable requests. InMoment’s ability to perform the professional services is contingent on the foregoing obligations and any other assumptions provided in the SOW.

5. Limited Warranty

  • 5.1. InMoment warrants and represents to Company that it has the right to license the Services to Company.
  • 5.2. EXCEPT AS WARRANTED IN SECTION 5.1, THE SERVICES, INCLUDING PROFESSIONAL SERVICES, ARE PROVIDED “AS IS” AND INMOMENT EXPRESSLY DISCLAIMS ANY AND ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED (WHETHER BY STATUTE, COMMON LAW, CUSTOM, USAGE OR OTHERWISE) AS TO ANY MATTER, INCLUDING, WITHOUT LIMITATION, NONINFRINGEMENT OF THIRD PARTY RIGHTS, MERCHANTABILITY, SATISFACTORY QUALITY, INTEGRATION, OR FITNESS FOR A PARTICULAR PURPOSE. COMPANY ASSUMES THE ENTIRE RISK AS TO PERFORMANCE AND RESPONSIBILITY FOR SELECTING THE SERVICES, INCLUDING PROFESSIONAL SERVICES, TO ACHIEVE ITS INTENDED RESULTS, AND FOR THE INSTALLATION OF, USE OF, AND RESULTS OBTAINED FROM THE SERVICES. WITHOUT LIMITING THE FOREGOING PROVISIONS, THE INMOMENT MAKES NO REPRESENTATION AND GIVES NO WARRANTY THAT THE SERVICES, INCLUDING PROFESSIONAL SERVICES, WILL BE ERROR-FREE OR FREE FROM INTERRUPTIONS OR OTHER FAILURES OR THAT THE SERVICES WILL MEET ANY OR ALL COMPANY’S REQUIREMENTS WHETHER OR NOT DISCLOSED TO INMOMENT.

6. Limitation of Liability

  • 6.1. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL INMOMENT, ITS DIRECTORS, EMPLOYEES AND AGENTS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS OR CONFIDENTIAL OR OTHER INFORMATION, FOR BUSINESS INTERRUPTION, FOR LOSS OF PRIVACY, FOR CORRUPTION, DAMAGE AND LOSS OF DATA OR PROGRAMS, FOR ECONOMIC LOSS, AND FOR ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER) ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE THE SERVICES, THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT OR OTHER SERVICES, INCLUDING PROFESSIONAL SERVICES, INFORMATON, SERVICES, AND RELATED CONTENT THROUGH THE SERVICES OR OTHERWISE ARISING OUT OF THE USE OF THE SERVICES, OR OTHERWISE UNDER OR IN CONNECTION WITH ANY PROVISION OF THIS AGREEMENT, OR ARISING OUT OF ANY BREACH OF CONTRACT OR ANY TORT (INCLUDING NEGLIGENCE, MISREPRESENTATION, ANY STRICT LIABILITY OBLIGATION OR DUTY), OR ANY BREACH OF STATUTORY DUTY, OR ANY BREACH OF WARRANTY OF THE INMOMENT, EVEN IF THE INMOMENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
  • 6.2. Company agrees that in the event the InMoment is found liable, the maximum cumulative liability of InMoment to Company or any third party for all claims relating to the Services and this Agreement, in warranty, contract, tort, or otherwise, shall not exceed the total amount of all fees paid to InMoment by Company during the twelve (12) month period preceding the initial occurrence of the event leading to such liability. Further, in the event any disclaimer, exclusion or limitation in this Agreement cannot be excluded or limited according to applicable law, then only such disclaimer, exclusion or limitation shall not apply to Company, and Company continue to be bound by all the remaining disclaimers, exclusions and limitations.
7. Service Level Agreement
8. Title, Retention of Rights and Intellectual Property
  • 8.1. Company acknowledges that the Services, its updates, derivative works thereof, custom configurations, documentation, all intellectual property related thereto and all other items delivered by InMoment under this Agreement, shall remain the exclusive property of InMoment and its successors, assignees, and licensors. Company acknowledges that it has no right to or interest in the Services other than as expressly granted herein. InMoment reserves all rights not expressly granted to Company in this Agreement. Without limiting the generality of the foregoing, Company acknowledges and agrees that if Company suggests any new features, functionality, or performance for the Services that InMoment subsequently incorporates into the Services, the Services incorporating such new features, functionality, or performance, and all intellectual property related thereto, shall be the sole and exclusive property of InMoment.
  • 8.2. Company further agrees that the Services and its updates, systems, methods of operation, configurations, documentation and other information contained in the Services, are proprietary intellectual property and/or the valuable trade secrets of InMoment and are as such protected by national and international copyright, trade secret, trademark and patent laws. This Agreement or Company’s access to or use of the Services do not transfer to Company any title in such intellectual property in the Services.
  • 8.3. Company further acknowledges that the Services, the updates and the documentation are confidential information of InMoment. Company shall maintain their confidential nature and take those precautions that Company employ to protect its own confidential information.
9. Termination
  • 9.1. The Term of this Agreement will begin on the Effective Date and continue for the term set forth in the Order Form (the “Initial Order Term”). Upon expiration of the Initial Order Term, the Order Form shall automatically renew for successive additional terms of the same length each a “Renewal Order Term”), unless either party provides written notice to the other of intent not to renew at least sixty (60) days prior to the end of the then-current Term. The Initial Order Term, together with any Renewal Order Terms, shall be referred to herein collectively as the “Term”.
  • 9.2. If Company neglects or fails to perform or observe any of its obligations under this Agreement, including, without limitation, if Company uses the Services in violation of the provisions of this Agreement, or permits the Services to be used by any unauthorized third party, InMoment, in addition to other legal remedies it may have, may terminate this Agreement and the License granted hereunder upon fifteen (15) days written notice to Company.
  • 9.3. If Company ceases doing business as a going concern, or if a petition is filed proposing the adjudication of Company as a bankrupt or its reorganization pursuant to any applicable bankruptcy or insolvency law which is not opposed by the Company or if opposed, is not discharged within sixty (60) days of filing or such longer period as the proceedings for discharge are proceeding so long as the Company is proceeding expeditiously to obtain such discharge, if Company makes an assignment or composition with creditors, or if a receiver, trustee in bankruptcy, or similar officer is appointed to take charge of all or part of its property, or if it is adjudged bankrupt, or if the Services are modified, damaged, altered or serviced by other than InMoment’s personnel or agents, InMoment, in addition to other legal remedies it may have, may immediately terminate this Agreement and the License granted hereunder upon written notice.
  • 9.4. InMoment may terminate this Agreement or any Schedule, for convenience, upon thirty (30) days written notice to Company. In the event of such termination, InMoment shall refund to License the pro-rata portion of the remaining License Fee paid for the relevant Term in which termination takes place.
  • 9.5. Company may terminate this Agreement in accordance with the provisions of “Right of Termination” Clause of the SLA
  • 9.6. Company shall, upon written request by InMoment, deliver a certificate stating Company has not: (i) used the Services in violation of the provisions of this Agreement; or (ii) permitted to use the Services by any unauthorized third party. Any such certificate shall be executed by an authorized officer of Company acceptable to InMoment.

10. Miscellaneous

  • 10.1. Waiver. Failure of either party to insist upon strict performance of any provision of this Agreement or the failure of either party to exercise any right or remedy to which it is entitled hereunder shall not constitute a waiver thereof and shall not cause a diminution of the obligations under this Agreement.
  • 10.2. Amendment. Any amendment made to this Agreement will have no force or effect whatsoever unless it is in writing and signed by each of the parties hereto. No waiver of any of the provisions of this Agreement shall be effective unless it is expressly stated to be such and signed by both parties
  • 10.3. Governing law. This Agreement shall be construed in accordance with the laws of the State of California.
  • 10.4. Dispute Resolution. All disputes, controversies, claims or differences which may arise between the parties, out of or in relation to or in connection with this Agreement, or for the breach thereof shall be settled amicably between the parties, but in the event no amicable settlement can be reached, shall be referred to and finally settled by binding arbitration in accordance with the Arbitration Rules and Procedures of JAMS. The exclusive venue for such arbitration shall be San Francisco, California. In the event the parties are forced to arbitrate, the prevailing party shall be entitled to an award of its costs, including, without limitation, reasonable attorney’s fees and costs.
  • 10.5. Severability. To the extent that any law by its terms as determined by a governmental authority of competent jurisdiction is in conflict with this Agreement, the conflicting terms of this Agreement shall be superseded only to the extent necessary by the terms required by such law, statute, treaty, or regulation. If any provision of this Agreement shall be otherwise unlawful, void, or for any reason unenforceable, then that provision shall be enforced to the maximum extent permissible so as to effect the intent of the parties. In either case, the remainder of this Agreement shall continue in full force and effect.
  • 10.6. Entire Agreement. Each party has read this Agreement, has had the opportunity to obtain independent legal advice, agrees to be bound by it, and agrees that it constitutes the entire Agreement between the parties with respect to the subject matter hereof, superseding all proposals, negotiations, and communications, oral or written, between the parties with respect to the subject matter hereof. In particular, any preprinted terms contained in any purchase order or similar document from Company shall be of no force or effect and deemed rejected by InMoment.
  • 10.7. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.
  • 10.8. E-mail Signatures. This Agreement may be executed and delivered by electronic correspondence and upon such delivery the delivered signature shall be deemed to have the same effect as if the original signature had been delivered to the other party. The failure to deliver the original signature copy and/or the nonreceipt of the original signature copy shall have no effect upon the binding and enforceable nature of this Agreement.
  • 10.9. Conflict. In the event of conflict between the terms of this Agreement and the terms of any other agreement between Company and InMoment, the terms of this Agreement shall prevail.
  • 10.10. Publicity; Case Study. InMoment may use Company’s name and logo to identify Company as a user of the Services and customer of InMoment, including on InMoment’s public website. InMoment agrees that any such use shall be subject to InMoment complying with any written guidelines that Company may deliver to InMoment regarding the use of its name and shall not be deemed Company’s endorsement of the Services.
    If InMoment determines, in its reasonable sole discretion, that any use by Company of the Services is particularly innovative or has a dramatically positive effect, InMoment may create and publish a case study of such use and related success. Company may collaborate on the case study and retains sole discretion on whether to be identified in it. Should Company wish not to be identified, InMoment shall ensure that the case study contains no information that could reasonably identify Company. Company may also choose to publicize the case study in its own channels of content distribution upon written notice to InMoment.
  • 10.11. Force Majeure. Except for the payment of the License Fee, neither party will be liable for any failure or delay in performance under this Agreement which is due to any event beyond the reasonable control of such party, including without limitation, fire, explosion, unavailability of utilities or raw materials, internet delays and failures, telecommunications failures, unavailability of components, labor difficulties, war, riot, act of God, quarantines, pandemic, export control regulation, laws, judgments or government instructions (“Force Majeure Events”).
  • 10.12. Reseller Terms. If Company is explicitly identified as a reseller, and sublicensing by Company is expressly authorized, in the Order Form, the following additional terms will apply:
    • (i) InMoment grants to Company the non-exclusive right to sublicense the right to use and access the Platform to third-party end-users (“Customers”) at the rates set forth in the Order Form, provided that all Customers shall accept and be bound by the terms and conditions of this Agreement;
    • (ii) Company shall not purport to make representations or warranties on InMoment’s behalf, or purport to act as an agent of InMoment for any purpose;
    • (iii) Company shall use commercially reasonable efforts to market, promote, and solicit sales of the right to use and access the Platform, and shall provide InMoment with the names and addresses of all Customers for the purpose of verifying Platform sublicensing;
    • (iv) Company shall remit payments to InMoment for all events (as such term is defined in the Order Form) sold pursuant to the terms of this Agreement in accordance with the Order Form and within fifteen (15) days following receipt of an invoice from InMoment;
    • (v) Company shall keep accurate records of all transactions relating to Platform marketing and distribution, and InMoment shall have the right, upon written request, to annually audit such books and records.
faq
Yes, it does. You can add MeetingPulse as a PowerPoint Add-in and see real-time results and changes right on your PowerPoint slide.
MeetingPulse works in any web browser and can be accessed from any device that uses one. You can also integrate MeetingPulse into your favorite video-meeting apps, such as Zoom, Webex, and Microsoft Teams, as well as video platforms like YouTube and Vimeo.

To make MeetingPulse a seamless addition to your meetings, we offer custom themes. You can use your own logo and your colors in Attendee View as well as Broadcast View. Your company name can also be included in the webpage’s title.

Your meeting can also have its own domain. This is great if you are going to promote your meeting offline. For example, you could use “acme2022.com” instead of “meet.ps/acme-all-hands”.

Want to know more about what MeetingPulse can do? Go to the features page. Still need help? Contact us.
The Agenda // Blog

Live Product Tours

Weekly Product Tour Every Wednesday

Register Now
MeetingPulse Logo White
Facebook Pinterest Linkedin
MeetingPulse is the market leader in providing a powerful, flexible interactivity platform for polls, Q&A, surveys, raffles, and other audience engagement tools.
Search

Features

Support

Company

2013–2024 © MeetingPulse, All rights reserved.